HomeMy WebLinkAboutC-5446 - PSA for Educational OutreachOCDE AGREEMENT #= 42312
J PROFESSIONAL SERVICES AGREEMENT
f WITH ORANGE COUNTY SUPERINTENDENT OF SCHOOLS FOR
EDUCATIONAL OUTREACH
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 14th day of September, 2015 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and ORANGE COUNTY SUPERINTENDENT OF SCHOOLS, a California
governmental organization ("Consultant"), whose address is 200 Kalmus Drive, Costa
Mesa, California 92626, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide environmental education program
administration for Newport Beach kindergarten through twelfth grade students,
teachers and community members for water science educational outreach
("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2016, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Forty Five
Thousand Dollars and 00/100 ($45,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
Orange County Superintendent of Schools Page 2
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Lori Kiesser to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's
Public Works Director or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
Orange County Superintendent of Schools Page 3
standards. All Services shall be performed by qualified and experienced personnel who
are not employed by City. By delivery of completed Work, Consultant certifies that the
Work conforms to the requirements of this Agreement, all applicable federal, state and
local laws, and the highest professional standard.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
Orange County Superintendent of Schools Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
Orange County Superintendent of Schools Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
Orange County Superintendent of Schools Page 6
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
Orange County Superintendent of Schools Page 7
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: David A. Webb, Public Works Director
Public Works Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Lori Kiesser
Orange County Superintendent of Schools
200 Kalmus Drive
Costa Mesa, CA 92626
Orange County Superintendent of Schools Page 8
With a copy to:
Attn: Patricia McCaughey
Orange County Superintendent of Schools
200 Kalmus Drive
Costa Mesa, CA 92626
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
Orange County Superintendent of Schools Page 9
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
Orange County Superintendent of Schools Page 10
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Orange County Superintendent of Schools Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATT R EY'S OFFICE
Date: G V
By: W
Aaron C. Harp CAV 0'"cl-Pr
City Attorney
ATTEST:
Date:
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: <<�
By::j
David A. Webb
Public Works Director
CONSULTANT: Orange County
Superintendent of Schools, a California
governmental organization
Date:
By:
Patricia McCaughey
Coordinator, Purchasing, Contracts and
Transportation
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Orange County Superintendent of Schools Page 12
EXHIBIT A
SCOPE OF SERVICES
Orange County Superintendent of Schools Page A-1
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EXHIBIT B
SCHEDULE OF BILLING RATES
Orange County Superintendent of Schools Page B-1
Inside the Outdoors Proposal
City of Newport Beach
2015-16
Resources
Water education Field Trips
for grades K-8, curriculum
Field Trips
updates, and equipment
2,200
$25,000
$40,780
$65,780
Promotional
replacement
Giveaways
"Drip Drop" Traveling
2,000
$1,500
$1,500
$3,000
Scientist presentation
Traveling Scientist
(sponsorship for eligible
500
$2,500
$1,500
$4,000
schools), curriculum updates,
and equipment replacement
High School Service-
Water education and water
Learning
conservation Service -Learning
150
$13,500
$11,500
$25,000
Media/Marketing
projects
4,000
$2,500
$2,500
$5,000
Water education offered at
community water education
Community Water
events such as Newport Bay's
Education Events
Earth Day event provided in
3,000
$o
$15,000
$15,000
partnership and co -branded
with City of Newport Beach
logo
Teacher resources and
Teacher Education
webinars focused on
and the Environment
incorporating the EEf
425
$0
$1,000
$1,000
Initiative (EEI)
Environmental Principles and
Resources
Concepts into classroom
lessons
Promotional giveaways such
as water bottles, wrist bands,
Promotional
temporary tattoos, pens, post -
Giveaways
its, etc. provided in
2,000
$1,500
$1,500
$3,000
partnership and co -branded
with City of Newport Beach
logo
Program materials, press
releases and social media
posts; all marketing co-
Media/Marketing
branded with City of Newport
4,000
$2,500
$2,500
$5,000
Beachlogo
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Orange County Superintendent of Schools Page C-1
4. Other Insurance Reguirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Orange County Superintendent of Schools Page C-2
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Orange County Superintendent of Schools Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 1/4/16 Dept./Contact Received From: Raymund
Date Completed: 1/4/16 Sent to: Raymund By: Chris
Company/Person required to have certificate: Orange County Department of Education
Type of contract: All Others
GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/15 to 7/1/16
A. INSURANCE COMPANY: MOC-ASCIP
B. AM BEST RATING (A-: VII or greater): Not Rated— Self Insured
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California? ❑ Yes ❑ No
D. LIMITS (Must be $1 M or greater): What is limit provided?
$5,000,000 CSL
E. ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F. PRODUCTS AND COMPLETED OPERATIONS (Must
INSURANCE COMPANY: MOC-ASCIP
include): Is it included? (completed Operations status does
B.
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G. ADDITIONAL INSURED FOR PRODUCTS AND
ADMITTED COMPANY (Must be California Admitted):
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
included): Is it included?
® Yes ❑ No
J. CAUTION! (Confirm that loss or liability of the named insured
F.
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
❑ Yes ®No
K. ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L. NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
11. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 711/15 to 7/1/16
A.
INSURANCE COMPANY: MOC-ASCIP
B.
AM BEST RATING (A-: VII or greater) Not Rated— Self Insured
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
❑ Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided?
$5,000,000
E.
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?)
N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only):
® NIA ❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY:
❑ NIA ® Yes ❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: Not Provided (Previously approved by Sheri)
A. INSURANCE COMPANY: Western Orange Co Self -Funded Workers' Comp Agency
B. AM BEST RATING (A-: VII or greater): Not rated— Self Insured
C. ADMITTED Company (Must be California Admitted): ❑ Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ❑ Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included? ❑ Yes ❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No
H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
® N/A ❑ Yes ❑ No
V POLLUTION LIABILITY
® NIA ❑ Yes ❑ No
V BUILDERS RISK
® N/A ❑ Yes ❑ No
1/4/16
Agent of Alliant Insurance Services Date
Broker of record for the City of Newport Beach
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _:
Self Insured Retention or Deductible greater than $ ) ❑ N/A ® Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Workers' Comp needs Risk Managements approval 3/21/13 Sheri Anderson approves the WC letter.
Approved:
Risk Management Date
* Subject to the terms of the contract.
AGREEMENT NUMBER: 40739
T
PROFESSIONAL SERVICES AGREEMENT
WITH ORANGE COUNTY SUPERINTENDENT OF SCHOOLS FOR
r J EDUCATIONAL OUTREACH
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 3rd day of June, 2014 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City'), and ORANGE COUNTY SUPERINTENDENT OF SCHOOLS, a California
governmental organization ("Superintendent"), whose address is 200 Kalmus Drive,
Costa Mesa, CA 92626, and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Superintendent to provide environmental education
program administration for Newport Beach kindergarten through twelfth grade
students, teachers and community members for water science Educational
Outreach ("Project").
C. Superintendent possesses the skill, experience, ability, background, certification
and knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Superintendent, has reviewed the
previous experience and evaluated the expertise of Superintendent, and desires
to retain Superintendent to render professional services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2015, unless terminated earlier as set forth herein. In no event
shall the term of this Agreement exceed five (5) years.
2. SERVICES TO BE PERFORMED
Superintendent shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Superintendent shall perform the Services in accordance with the
schedule included in Exhibit A. In the absence of a specific schedule, the Services shall
be performed to completion in a diligent and timely manner. The failure by
Superintendent to strictly adhere to the schedule set forth in Exhibit A, if any, or perform
the Services in a diligent and timely manner may result in termination of this Agreement
by City.
3.2 Notwithstanding the foregoing, Superintendent shall not be responsible for
delays due to causes beyond Superintendent's reasonable control. However, in the
case of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) calendar days of the occurrence causing the
delay to the other party so that all delays can be addressed.
3.3 Superintendent shall submit all requests for extensions of time for
performance in writing to the Project Administrator as defined herein not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Superintendent's control.
3.4 For all time periods not specifically set forth herein, Superintendent shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO SUPERINTENDENT
4.1 City shall pay Superintendent for the Services on a time and expense not -
to -exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Superintendent's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
Forty -Five Thousand Dollars and 00/100 ($45,000.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Superintendent shall submit monthly invoices to City describing the Work
performed the preceding month. Superintendent's bills shall include the name of the
person who performed the Work, a brief description of the Services performed and/or
the specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Superintendent no later
than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Superintendent only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
Orange County Superintendent of Schools Page 2
4.4 Superintendent shall not receive any compensation for Extra Work
performed without the prior written authorization of City. As used herein, "Extra Work"
means any Work that is determined by City to be necessary for the proper completion of
the Project, but which is not included within the Scope of Services and which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Superintendent shall designate a Project Manager, who shall coordinate
all phases of the Project. This Project Manager shall be available to City at all
reasonable times during the Agreement term. Superintendent has designated Lori
Kiesser to be its Project Manager. Superintendent shall not remove or reassign the
Project Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
5.2 Superintendent, at the sole discretion of City, shall remove from the
Project any of its personnel assigned to the performance of Services upon written
request of City. Superintendent warrants that it will continuously furnish the necessary
personnel to complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Superintendent is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works. City's Water Quality
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Superintendent in the execution of its responsibilities under this
Agreement, City agrees to provide access to and upon request of Superintendent, one
copy of all existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Superintendent's Work
schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Superintendent or under
Superintendent's supervision. Superintendent represents that it possesses the
Orange County Superintendent of Schools Page 3
professional and technical personnel required to perform the Services required by this
Agreement, and that it will perform all Services in a manner commensurate with the
highest professional standards. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one (1) or
more first-class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Superintendent certifies
that the Work conforms to the requirements of this Agreement, all applicable federal,
state and local laws, and the highest professional standard.
8.3 Superintendent represents and warrants to City that it has, shall obtain,
and shall keep in full force and effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of whatsoever
nature that is legally required of Superintendent to practice its profession.
Superintendent shall maintain a City of Newport Beach business license during the term
of this Agreement.
8.4 Superintendent shall not be responsible for delay, nor shall
Superintendent be responsible for damages or be in default or deemed to be in default
by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish
timely information or to approve or disapprove Superintendent's Work promptly, or delay
or faulty performance by City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Superintendent shall indemnify,
defend and hold harmless City, its City Council, boards and commissions, officers,
agents, volunteers and employees (collectively, the "Indemnified Parties') from and
against any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including, without
limitation, attorneys' fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Superintendent's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Superintendent, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Superintendent to indemnify the Indemnified Parties from any Claim arising from
the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
Orange County Superintendent of Schools Page 4
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Superintendent.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Superintendent on an independent contractor
basis and Superintendent is not an agent or employee of City. The manner and means
of conducting the Work are under the control of Superintendent, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. No civil service status or other right of employment shall accrue to
Superintendent or its employees. Nothing in this Agreement shall be deemed to
constitute approval for Superintendent or any of Superintendent's employees or agents,
to be the agents or employees of City. Superintendent shall have the responsibility for
and control over the means of performing the Work, provided that Superintendent is in
compliance with the terms of this Agreement. Anything in this Agreement that may
appear to give City the right to direct Superintendent as to the details of the
performance of the Work or to exercise a measure of control over Superintendent shall
mean only that Superintendent shall follow the desires of City with respect to the results
of the Services.
11. COOPERATION
Superintendent agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Superintendent on the Project.
12. CITY POLICY
Superintendent shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Superintendent is responsible for keeping the Project Administrator informed on
a regular basis regarding the status and progress of the Project, activities performed
and planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Superintendent's indemnification of City, and prior to
commencement of Work, Superintendent shall obtain, provide and maintain at its own
expense during the term of this Agreement or for other periods as specified in this
Agreement, policies of insurance of the type, amounts, terms and conditions described
in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by
reference.
Orange County Superintendent of Schools Page 5
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Superintendent, or of the interest of
any general partner or joint venturer or syndicate member or cotenant if Superintendent
is a partnership or joint -venture or syndicate or co -tenancy, which shall result in
changing the control of Superintendent. Control means fifty percent (50%) or more of
the voting power or twenty-five percent (25%) or more of the assets of the corporation,
partnership orjoint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Superintendent shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications related specifically to the promotion of the partnership (hereinafter
"Documents'), prepared or caused to be prepared by Superintendent, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use
such materials in its discretion without further compensation to Superintendent or any
other party. Additionally, all Documents posted in cyberspace by Superintendent, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to
Superintendent or any other party. Superintendent shall, at Superintendent's expense,
provide such Documents, including all logins and password information to City upon
prior written request.
17.2 Documents, including drawings and specifications, prepared by
Superintendent pursuant to this Agreement are not intended or represented to be
suitable for reuse by City or others on any other project. Any use of completed
Documents for other projects and any use of incomplete Documents without specific
Orange County Superintendent of Schools Page 6
written authorization from Superintendent will be at City's sole risk and without liability to
Superintendent. Further, any and all liability arising out of changes made to
Superintendent's deliverables under this Agreement by City or persons other than
Superintendent is waived against Superintendent, and City assumes full responsibility
for such changes unless City has given Superintendent prior notice and has received
from Superintendent written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Superintendent shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Superintendent's Documents provided under
this Agreement.
20. RECORDS
Superintendent shall keep records and invoices in connection with the Services
to be performed under this Agreement. Superintendent shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and any
Services, expenditures and disbursements charged to City, for a minimum period of
three (3) years, or for any longer period required by law, from the date of final payment
to Superintendent under this Agreement. All such records and invoices shall be clearly
identifiable. Superintendent shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business hours.
Superintendent shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Superintendent under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Superintendent of any disputed sums until
satisfaction of the dispute with respect to such payment. Such withholding shall not be
deemed to constitute a failure to pay according to the terms of this Agreement.
Superintendent shall not discontinue Work as a result of such withholding.
Superintendent shall have an immediate right to appeal to the City Manager or designee
with respect to such disputed sums. Superintendent shall be entitled to receive interest
on any withheld sums at the rate of return that City earned on its investments during the
Orange County Superintendent of Schools Page 7
time period, from the date of withholding of any amounts found to have been improperly
withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Superintendent which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Superintendent, the additional design, construction and/or restoration expense shall be
borne by Superintendent. Nothing in this Section is intended to limit City's rights under
the law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Superintendent or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Superintendent shall conform to all requirements of
the Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Superintendent shall indemnify and hold
harmless City for any and all claims for damages resulting from Superintendent's
violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Superintendent to City
shall be addressed to City at:
Attn: Shane Burckle, Water Quality Manager
Public Works
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
Orange County Superintendent of Schools Page 8
25.3 All notices, demands, requests or approvals from City to Superintendent
shall be addressed to Superintendent at:
Attn: Lori Kiesser
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS
200 Kalmus Drive
Costa Mesa, CA 92626
With a copy to
Attn: Patricia McCaughey
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS
200 Kalmus Drive
Costa Mesa, CA 92626
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Superintendent shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Superintendent's acceptance of the final payment shall constitute a waiver of all claims
for compensation under or arising out of this Agreement except those previously made
in writing and identified by Superintendent in writing as unsettled at the time of its final
request for payment. Superintendent and City expressly agree that in addition to any
claims filing requirements set forth in the Agreement, Superintendent shall be required
to file any claim Superintendent may have against City in strict conformance with the
Government Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Superintendent. In
the event of termination under this Section, City shall pay Superintendent for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Superintendent has not been previously paid. On the effective date of
termination, Superintendent shall deliver to City all reports, Documents and other
Orange County Superintendent of Schools Page 9
information developed or accumulated in the performance of this Agreement, whether in
draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Superintendent acknowledge that the above Recitals
are true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Superintendent shall, at its own cost and
expense, comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in
force or hereinafter enacted. In addition, all Work prepared by Superintendent shall
conform to applicable City, county, state and federal laws, rules, regulations and permit
requirements and be subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Superintendent and City and approved as to form by
the City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
Orange County Superintendent of Schools Page 10
28.10 Equal Opportunity Employment. Superintendent represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Orange County Superintendent of Schools Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTO ZNEY'S OFFICE
Date:
Gam-- C._
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
boil"—
Leilani I. Brown
City Clerk
r.a
U
c
0R NIP
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: --2- --
By:-
David A. Webb
Public Works Director
SUPERINTENDENT: ORANGE COUNTY
SUPERINTENDENT OF SCHOOLS, a
California n
gove m%�ental organization
Date: `Z 7� iii
B t� ait'l y:
Patricia McCaughe
Coordinator, Purchasing, Contracts and
Transportation
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Orange County Superintendent of Schools Page 12
EXHIBIT A
SCOPE OF SERVICES
Orange County Superintendent of Schools Page A-1
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EXHIBIT B
SCHEDULE OF BILLING RATES
Orange County Superintendent of Schools Page B-1
Inside the Outdoors Proposal
City of Newport Beach
2014-2015
Pragrae lidsettptloo
Participants
C1ty of
Usuk%9,
TOO
Served
Niedeport
8900
FvAft
0"
Water education Field Trips to
Wild Wetlands (3rd grade),
Field Trips
Upper Newport Bay (4th
2,200
$27,125
$15,000
$42,125
grade), and Rancho Sonado
(5th grade)
"Drip Drop" Traveling
Scientist presentation
Traveling Scientist
(sponsorship for eligible
500
$1,875
$1,500
$3,375
schools), curriculum updates,
and equipment replacement
High School Service-
Water education and water
Learning
conservation Service -Learning
150
$13,500
$11,500
$25,000
projects
Water education offend at
community water education
Community Water
events such as Newport Bay's
Education Events
Earth Day event provided in
3,000
$0
$15,000
$15,000
partnership and co -branded
with City of Newport Beach
logo
Teacher resources focused on
Teacher Education
incorporating the EEI
and the Environment
Environmental Principles and
425
$0
$1,000
$1,000
Initiative (EEI)
Concepts into classroom
Resources
lessons (17 classrooms/25
students per classroom)
Promotional giveaways such
as water bottles, wrist bands,
Promotional
temporary tattoos, pens, post -
Giveaways
its, etc. provided in
2,000
$0
$5,000
$5,000
partnership and co -branded
with City of Newport Beach
logo
Production and editing of
public service announcement;
co -branded press releases and
Media/Marketing
social media posts; all media
4,000
$2,500
$2,500
$5,000
and marketing co -branded
with City of Newport Beach
logo
Total
i 12,275
11 $45,000
$51,500
11 $96,500
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Superintendent's indemnification of City,
and prior to commencement of Work, Superintendent shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to
City. Superintendent agrees to provide insurance in accordance with
requirements set forth here. If Superintendent uses existing coverage to comply
and that coverage does not meet these requirements, Superintendent agrees to
amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Superintendent shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each accident for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California,
Section 3700 of the Labor Code.
Superintendent shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Superintendent shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, one million dollars ($1,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under an
insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope
of coverage for liability assumed under a contract.
C. Automobile Liability Insurance. Superintendent shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of
Superintendent arising out of or in connection with Work to be performed
under this Agreement, including coverage for any owned, hired, non -
Orange County Superintendent of Schools Page C-1
owned or rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be mutually endorsed to waive
subrogation against City, its elected or appointed officers, agents, officials,
employees and volunteers and Superintendent, its elected or appointed
officers, agents, officials, employees and volunteers or shall specifically
allow Superintendent or others providing insurance evidence in
compliance with these requirements to waive their right of recovery prior to
a loss. Superintendent hereby waives its own right of recovery against City
and shall require similar written express waivers from each of its
subconsultants. City hereby waives its own right of recovery against
Superintendent.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Superintendent shall provide certificates of
insurance to City as evidence of the insurance coverage required herein,
along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Superintendent sixty (60) calendar days
Orange County Superintendent of Schools Page C-2
advance written notice of such change. If such change results in
substantial additional cost to Superintendent, City and Superintendent
may renegotiate Superintendent's compensation.
C. Enforcement of Agreement Provisions. Superintendent acknowledges
and agrees that any actual or alleged failure on the part of City to inform
Superintendent of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Superintendent or any
subconsultant fails to provide and maintain insurance as required herein,
then City shall have the right but not the obligation, to purchase such
insurance, to terminate this Agreement, or to suspend Superintendent's
right to proceed until proper evidence of insurance is provided. Any
amounts paid by City shall, at City's sole option, be deducted from
amounts payable to Superintendent or reimbursed by Superintendent
upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Superintendent's Insurance. Superintendent shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance,
which in its own judgment may be necessary for its proper protection and
prosecution of the Work.
Orange County Superintendent of Schools Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach.'
Date Received: 7/30/14
Date Completed: 8/4/14
Dept./Contact Received From: Raymund
Sent to: Raymund By: Chris
Company/Person required to have certificate: Orange County Department of Education
Type of contract: All Others
GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/14 to 7/1/15
A. INSURANCE COMPANY: MOC-ASCIP
B. AM BEST RATING (A-: VII or greater): Not Rated— Self Insured
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California? ❑ Yes ❑ No
D. LIMITS (Must be $1 M or greater): What is limit provided? $5,000,000 CSL
E. ADDITIONAL INSURED ENDORSEMENT— please attach
F. PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
G. ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
J. CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
K. ELECTED SCMAF COVERAGE (RECREATION ONLY):
L. NOTICE OF CANCELLATION:
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPI RATION DATE: 7/11/114 to 7/1/15
A. INSURANCE COMPANY: MOC-ASCIP
® Yes ❑ No
❑ Yes ❑ No
❑ Yes ❑ No
rm4mID
® Yes ❑ No
❑ Yes
® No
® N/A ❑ Yes
❑ No
❑ N/A ® Yes
❑ No
B. AM BEST RATING (A-: VII or greater) Not Rated— Self Insured
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? ❑ Yes ❑ No
D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $5,000,000
E. LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?) N/A
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only): ® N/A ❑ Yes ❑ No
G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ® Yes ❑ No
H. NOTICE OF CANCELLATION: 0 N/A ® Yes 0 No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: Not Provided (Previously approved by Sheri)
A. INSURANCE COMPANY: Western Orange Co Self -Funded Workers' Comp Agency
B. AM BEST RATING (A-: VII or greater): Not rated— Self Insured
C. ADMITTED Company (Must be California Admitted): ❑ Yes ❑ No
D. WORKERS' COMPENSATION LIMIT: Statutory ❑ Yes ❑ No
E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
❑ Yes ❑ No
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® NIA ❑ Yes ❑ No
H- NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
® N/A ❑ Yes ❑ No
V POLLUTION LIABILITY
® N/A ❑ Yes ❑ No
V BUILDERS RISK
® N/A ❑ Yes ❑ No
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
® Yes ❑ No
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
8/4/14
Date
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) ❑ N/A ® Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Workers' Comp needs Risk Managements approval 3/21/13 Sheri Anderson approves the WC letter.
Approved:
Risk Management Date
* Subject to the terms of the contract.
AGREEMENT NUMBER 38953
PROFESSIONAL SERVICES AGREEMENT
WITH ORANGE COUNTY SUPERINTENDENT OF SCHOOLS FOR
EDUCATIONAL OUTREACH
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made
�. and entered into as of this 1st day of January 2013 ("Effective Date"), by
and between the CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("City"), and ORANGE COUNTY SUPERINTENDENT OF SCHOOLS, a
California governmental organization ("Superintendent'), whose address is 200 Kalmus
Drive, Costa Mesa, California 92626 and is made with reference to the following:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Superintendent to provide an environmental education
program administration to Newport Beach kindergarten through twelfth grades
students, teachers and community members for water science Educational
Outreach ("Project').
C. Superintendent possesses the skill, experience, ability, background, certification
and knowledge to provide the professional services described in this Agreement.
D. The principal member of Superintendent for purposes of Project shall be Lori
Kiesser.
E. City has solicited and received a proposal from Superintendent, has reviewed the
previous experience and evaluated the expertise of Superintendent, and desires
to retain Superintendent to render professional services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
YT43Ti 1
The term of this Agreement shall commence on the Effective Date, and shall terminate
on December 31, 2013, unless terminated earlier as set forth herein.
4:01a*ai07**4:J4 ;1*1111ri1-4
City and Superintendent acknowledge that the above Recitals are true and correct and
are hereby incorporated by reference into this Agreement. Superintendent shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ("Services" or "Work'). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Superintendent shall perform the Services in accordance with the
schedule included in Exhibit A. In the absence of a specific schedule, the Services shall
be performed to completion in a diligent and timely manner. The failure by
Superintendent to strictly adhere to the schedule set forth in Exhibit A, if any, or perform
the Services in a diligent and timely manner may result in termination of this Agreement
by City.
3.1.1 Notwithstanding the foregoing, Superintendent shall not be
responsible for delays due to causes beyond Superintendent's reasonable control.
However, in the case of any such delay in the Services to be provided for the Project,
each party hereby agrees to provide notice within two (2) days of the occurrence
causing the delay to the other party so that all delays can be addressed.
3.2 Superintendent shall submit all requests for extensions of time for
performance in writing to the Project Administrator (as defined in Section 6 below) not
later than ten (10) calendar days after the start of the condition that purportedly causes
a delay. The Project Administrator shall review all such requests and may grant
reasonable time extensions for unforeseeable delays that are beyond Superintendent's
control.
3.3 For all time periods not specifically set forth herein, Superintendent shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand -delivery or mail.
4. COMPENSATION TO SUPERINTENDENT
4.1 City shall pay Superintendent for the Services on a time and expense not -
to -exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
incorporated herein by reference. Superintendent's compensation for all Work
performed in accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed Thirty -Five Thousand Dollars and 001100
($35,000.00) without prior written authorization from City. No billing rate changes shall
be made during the term of this Agreement without the prior written approval of City.
4.2 Superintendent shall submit monthly invoices to City describing the Work
performed the preceding month. Superintendent's bills shall include the name of the
person who performed the Work, a brief description of the Services performed and/or
the specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Superintendent no later
than thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Superintendent only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 2
4.4 Superintendent shall not receive any compensation for Extra Work
performed without the prior written authorization of City. As used herein, "Extra Work"
means any Work that is determined by City to be necessary for the proper completion of
the Project, but which is not included within the Scope of Services and which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Superintendent shall designate a Project Manager, who shall coordinate
all phases of the Project. This Project Manager shall be available to City at all
reasonable times during the Agreement term. Superintendent has designated Lori
Kiesser to be its Project Manager. Superintendent shall not remove or reassign the
Project Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
5.2 Superintendent, at the sole discretion of City, shall remove from the
Project any of its personnel assigned to the performance of Services upon written
request of City. Superintendent warrants that it will continuously furnish the necessary
personnel to complete the Project on a timely basis as contemplated by this Agreement.
5.3 if Superintendent is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to the City.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department, Shane Burckle,
Water Conservation Coordinator or designee, shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
or designee shall represent City in all matters pertaining to the Services to be rendered
pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Superintendent in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Superintendent, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Superintendent's Work schedule,
S. STANDARD OF CARE
8.1 All of the Services shall be performed by Superintendent or under
Superintendent's supervision. Superintendent represents that it possesses the
professional and technical personnel required to perform the Services required by this
Agreement, and that it will perform all Services in a manner commensurate with the
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 3
highest professional standards. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one (1) or
more first-class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Superintendent certifies
that the Work conforms to the requirements of this Agreement; all applicable federal,
state and local laws; and the highest professional standard.
8.3 Superintendent represents and warrants to City that it has, shall obtain,
and shall keep in full force and effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of whatsoever
nature that is legally required of Superintendent to practice its profession.
Superintendent shall maintain a City of Newport Beach business license during the term
of this Agreement.
8.4 Superintendent shall not be responsible for delay, nor shall
Superintendent be responsible for damages or be in default or deemed to be in default
by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish
timely information or to approve or disapprove Superintendent's Work promptly, or delay
or faulty performance by City, contractors, or governmental agencies.
9.1 To the fullest extent permitted by law, Superintendent shall indemnify,
defend and hold harmless City, its City Council, boards and commissions, officers,
agents and employees (collectively, the "Indemnified Parties") from and against any and
all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Superintendent's presence or
activities conducted on the Project (including the negligent and/or willful acts, errors
and/or omissions of Superintendent, its principals, officers, agents, employees, vendors,
suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Superintendent to indemnify the Indemnified Parties from any Claim arising from
the sole negligence or willful misconduct of the indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Superintendent.
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 4
It is understood that City retains Superintendent on an independent contractor basis and
Superintendent is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Superintendent, except to the extent they
are limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Superintendent or any of Superintendent's employees or agents, to be the agents or
employees of City. Superintendent shall have the responsibility for and control over the
means of performing the Work, provided that Superintendent is in compliance with the
terms of this Agreement. Anything in this Agreement that may appear to give City the
right to direct Superintendent as to the details of the performance of the Work or to
exercise a measure of control over Superintendent shall mean only that Superintendent
shall follow the desires of City with respect to the results of the Services.
11. COOPERATION
Superintendent agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Superintendent on the Project.
12. CITY POLICY
Superintendent shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Superintendent is responsible for keeping the Project Administrator and/or his/her duly
authorized designee informed on a regular basis regarding the status and progress of
the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Superintendent's indemnification of City, and prior to commencement of
Work, Superintendent shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS ANIS TRANSFERS
Except as specifically authorized under this Agreement, the Services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 5
and outstanding capital stock of Superintendent, or of the interest of any general partner
or joint venturer or syndicate member or cotenant if Superintendent is a partnership or
joint -venture or syndicate or cotenancy, which shall result in changing the control of
Superintendent. Control means fifty percent (50%) or more of the voting power, or
twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -
venture.
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Superintendent shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City_ Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents"), prepared or caused to be prepared by
Superintendent, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Superintendent or any other party. Superintendent shall, at
Superintendent's expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Superintendent pursuant to this Agreement are not intended or represented to be
suitable for reuse by City or others on any other project. Any use of completed
Documents for other projects and any use of incomplete Documents without specific
written authorization from Superintendent will be at City's sole risk and without liability to
Superintendent. Further, any and all liability arising out of changes made to
Superintendent's deliverables under this Agreement by City or persons other than
Superintendent is waived against Superintendent and City assumes full responsibility
for such changes unless City has given Superintendent prior notice and has received
from Superintendent written consent for such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with Microsoft
Office and/or viewable with Adobe Acrobat.
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 6
19. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Superintendent shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Superintendent's Documents provided under this Agreement.
21. RECORDS
Superintendent shall keep records and invoices in connection with the Services to be
performed under this Agreement. Superintendent shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Superintendent under this Agreement. All such records and invoices shall be clearly
identifiable. Superintendent shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business hours.
Superintendent shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Superintendent under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Superintendent of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Superintendent
shall not discontinue Work as a result of such withholding. Superintendent shall have
an immediate right to appeal to the City Manager or his/her designee with respect to
such disputed sums. Superintendent shall be entitled to receive interest on any withheld
sums at the rate of return that City earned on its investments during the time period,
from the date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Superintendent which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Superintendent, the additional design, construction and/or restoration expense shall be
bome by Superintendent. Nothing in this Section is intended to limit City's rights under
the law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants in connection with the Project.
Mm
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 7
25. CONFLICTS OF INTEREST
25.1 The Superintendent or its employees may be subject to the provisions of
the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons
to disclose any financial interest that may foreseeably be materially affected by the
Work performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Superintendent shall conform to all requirements of
the Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Superintendent shall indemnify and hold
harmless City for any and all claims for damages resulting from Superintendent's
violation of this Section.
r'T�itItY�[�3�`
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Superintendent to City shall be addressed to City at:
Attn: Shane Burckle, Water Conservation Coordinator
Public Works Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: (949) 644-3214
Fax: (949) 270-8139
26.2 All notices, demands, requests or approvals from City to Superintendent
shall be addressed to Superintendent at:
Attn: Lori Kiesser
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS
200 Kalmus Drive
Costa Mesa, CA 92626
Phone: (714) 966-40001 Fax: (714) 432-1916
MR
Attn: Patricia McCaughey
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS
200 Kalmus Drive
Costa Mesa, CA 92626
Phone: (714) 966-4085 /Fax: (714) 668-7935
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 8
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Superintendent shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Superintendent's acceptance of the final payment shall constitute a waiver of all claims
for compensation under or arising out of this Agreement except those previously made
in writing and identified by Superintendent in writing as unsettled at the time of its final
request for payment. The Superintendent and the City expressly agree that in addition
to any claims filing requirements set forth in the Agreement, the Superintendent shall be
required to file any claim the Superintendent may have against the City in strict
conformance with the Tort Claims Act (Government Code sections 900 et seq.).
R** 111:1;MIILIT-11%111181dl
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Superintendent. In
the event of termination under this Section, City shall pay Superintendent for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Superintendent has not been previously paid. On the effective date of
termination, Superintendent shall deliver to City all reports, Documents and other
information developed or accumulated in the performance of this Agreement, whether in
draft or final form.
28. STANDARD PROVISIONS
28.1 Compliance with all Laws. Superintendent shall at its own cost and
expense comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in
force or hereinafter enacted. In addition, all Work prepared by Superintendent shall
conform to applicable City, county, state and federal laws, rules, regulations and permit
requirements and be subject to approval of the Project Administrator and City.
28.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 9
28.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Superintendent and City and approved as to form by
the City Attorney.
28.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.9 Equal Opportunity Employment. Superintendent represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, age or any other impermissible basis under law.
28.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorney's fees.
28.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'$ OFFICE
Date: 1 121 l3
By:,Zov� Foy )
Aaron C. rp
City Attorney
ATTEST:
Date:
,1
►� ,. i
LeilQ-ii 1.
City Cler;��c
O_\
+F0
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
David A. Webb
Public Works Director
CONSULTANT: ORANGE COUNTY
SUPERINTENDENT OF SCHOOLS,
a California governmental organization
Date: Fvbruary 19 2013
By: (4
Patricia McCaughey
Coordinator, Purchasing, Contracts &
Transportation
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
ORANGE COUNTY SUPERINTENDENT OF SCHOOLS Page 11
EXHIBIT A
SCOPE OF SERVICES
ORANGE COUNTY DEPARTMENT OF EDUCATION Page A-1
i)VM r f
MaAffrMM
OF RMATEN
200 KAi#AIiS ORNE'
PO. BOX 9050
COSTA MM CA'
92628.9050
(714) %6.40W
Fttit I71414*19t6
WM4t%a us
LYIWAPRLHAnTLM
txMsrtamwoom
September 17, 2012
Robert Stein
City of Newport Beach
3300 Newport Blvd.
Newport Beach, CA 92663
Dear Mr. Stein,
Inside the Outdoors Foundation supports inside the Outdoors (ITO), an
environmental education program administered by the Orange County Department of
Education (OCDE). ITO programs foster a love of science for over 151,000
Southern California students each year through hands-on outdoor education
programs. We are pleased to submit this proposal to you for $35,000 to support
water science education for Newport Beach K-12* grade students, teachers, and
community members.
With fimding from the City of Newport Beach, Inside the Outdoors will:
Task 1: Provide water education Field Trips for 22,000 Newport Beach students
Task 2: Provide Drip Drop Traveling Scientist for 500 Newport Beach students
Task 3: Provide week-long Outdoor Science School water education programs
and Service -Learning projects for 90 Newport Beach students
Task 4: Provide High School Service -Learning programs at Upper Newport Bay
for 45 students Including UCI Urban Water Institute as a partner
Task 5: Provide Community Water Education programs co -branded with
City of Newport Beach at environmental festivals for 2.000 community
members
Task 6: Provide Education and the Environment initiative resources that will
benefit 17 teachers and 425 Newport Beach students
Task 7: Design and purchase giveaway items such as shower timers co -branded
with City of Newport Beach for 27,000 community members
Task 8: Design and purchase promotional displays, backdrops, and other
marketing and media resources that will reach at least 42,0100 community
members
Task 9: Assist with the production and editing of a public service announcement
Note: for all programs, Inside the Outdoors will provide staffing. Events will be co-
branded with the following: "The City ofNewport Beach and Inside the Outdoors
present..."
Project Schedule
Upon receipt of finding, for each task Inside the Outdoors will:
e Recruit schools for participation (within four weeks)
Host student programs (four weeks — twelve months)
• Host Service -Learning projects (four weeks — twelve months)
Participate in environmental festivals (four weeks —twelve months)
ORM MM
teARTMENT
OF ®OCATMN
200 KAGMUS DME
P.O. BOX 9050
COSTA MMA. CA
£i2628.9050
{714) 966.40M
FAX M4j 4324016
viiwoott m
t4Y&laMUtNAaTLM
Y'SWMAWO-t
• Track results from all programs using assessments, survcys, and audits
• Distribute teacher resources (four weeks —twelve months)
• . Issue an interim and fmal report (six months and twelve months)
Key Personnel
This project will be administered by:
• Kelly Ellis, Inside the Outdoors, Instructional Programs Assistant
• Bonnic McQuiston, Inside the Outdoors, Program Naturalist
Thank you for your consideration of this request. Pie= call me at (714)
708-3885 if you have questions or require additional information. We
look forward to continuing our partnership in service to the communities
we serve.
Sincerely,
Pam Johnson
Executive Officer
EXHIBIT B
SCHEDULE OF BILLING RATES
ORANGE COUNTY DEPARTMENT OF EDUCATION Page B-'
October 19, 2012
Robert Stein
City of Newport Beach
3300 Newport Blvd,
Newport Bcach, CA 92663
Dear Mr. Stein,
This letter serves as matching funding documentation for inside the
Outdoors Foundation's proposal to the City of Newport Beach. Funding
supports water science education for Newport Beach K-l2a' grade
students, teachers, and community members,
The breakdown for matching funding indicated on the attached budget
summary is as follows:
Field Trips:
Traveling Scientist:
Outdoor Science School:
High School Service -beaming:
Community Water Education Events:
Teacher Resources:
Promotional Giveaways:
Media Marketing:
All matching funding has been secured.
Winslow Maxwell Trust
Wells Fargo
No matching funding
Orange County Department of
Education
Wells Fargo and Starbucks
Foundation
Southern California Edison
No matching funding
Orange County Department of
Education
Thank you for your consideration of this request. Please call me at (714)
708-3885 if you have questions or require additional information. We
look forward to continuing our partnership in service to the communities
we serve.
Sincerely, f�
Pam Johnson
Executive Officer
Inside the Outdoors Proposal
City of Newport Beach
2012-2013
Water education Field Trips to
Wild Wetlands (3rd grade),
Field Trips
Upper Newport Bay (4th
2,000
$22,500
$22,500
$45,000
grade), and Rancho Sonado
(5thgrade)
"Drip Drop" Traveling
Scientist presentation
Traveling Scientist
(sponsorship for eligible
500
$1,450
$1,450
$2,900
schools), curriculum updates,
and eauipment retilacemem
Week-Iong water education
Outdoor Science
program and follow-up
School
Service -Learning projects
90
$3,000
$0
$3,000
(partial sponsorship for
eligible schools)
Water education and water
High School Service-
conservationServico-Learning
45
$1,050
$1,875
$2,925
Learning
projects in partnership with
UCrs urban Water Institute
Water education offered at
community water education
Community Water
events such as Newport Bay's
Education Events
Earth Day event provided in
2,000
$0
$10,000
$10,000
partnership and co-hranded
with City of Newport Beach
loeo
Teacher resources focused. on
Teacher Education
incorporating the EEI
and the Environment
Environmental Principles and
425
$0
$850
$850
Initiative (EEI)
Concepts into classroom
Resources
lessons (17 classrooms/25
students per classroom)
Promotional giveaways such
Promotional
as shower timers provided in
partnership and co -branded
2,000
$5,000
$0
$5,000
Giveaways
with City of Newport Beach
logo
Media/Marketing displays and
materials such as backdrops;
assistance with the production
MediaWarketing
and editing of public service
4,000
$2,000
$3,000
$5,000
announcement; all media and
marketute co -branded with
EXHIBIT C
1. INSURANCE REQUIREMENTS —PROFESSIONAL SERVICES
1.1 Provision of Insurance. Without limiting Superintendent's indemnification
of City, and prior to commencement of Work, Superintendent shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of insurance of
the type and amounts described below and in a form satisfactory to City.
Superintendent agrees to provide insurance in accordance with requirements set forth
here. If Superintendent uses existing coverage to comply and that coverage does not
meet these requirements, Superintendent agrees to amend, supplement or endorse the
existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Superintendent shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
1.3.1.1 Superintendent shall submit to City, along with the
certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its
officers, agents, employees and volunteers. City shall submit to Superintendent, a
Waiver of Subrogation endorsement in favor of Superintendent, its officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Superintendent shall maintain
commercial general liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form CG 00 01, in
an amount not less than one million dollars ($1,000,000) per occurrence, two million
dollars ($2,000,000) general aggregate. The policy shall cover liability arising from
premises, operations, products -completed operations, personal and advertising injury,
and liability assumed under an insured contract (including the tort liability of another
assumed in a business contract) with no endorsement or modification limiting the scope
of coverage for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. Superintendent shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Superintendent
arising out of or in connection with Work to be performed under this Agreement,
ORANGE COUNTY DEPARTMENT OF EDUCATION Page C-1
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than one million dollars ($1,000,000) combined single limit each accident.
1.3.4 Professional Liability (Errors & Omissions) Insurance.
Superintendent shall maintain professional liability insurance that covers the Services to
be performed in connection with this Agreement, in the minimum amount of one million
dollars ($1,000,000) per claim and in the aggregate. Any policy inception date,
continuity date, or retroactive date must be before the effective date of this agreement
and Superintendent agrees to maintain continuous coverage through a period no less
than three years after completion of the services required by this agreement.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be mutually endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees and
volunteers and Superintendent, its elected or appointed officers, agents, officials,
employees and volunteers or shall specifically allow Superintendent or others providing
insurance evidence in compliance with these requirements to waive their right of
recovery prior to a loss. Superintendent hereby waives its own right of recovery against
City, and shall require similar written express waivers from each of its subconsultants.
City hereby waives its own right of recovery against Superintendent.
1.4,2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self-insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of insurance. Superintendent shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
ORANGE COUNTY DEPARTMENT OF EDUCATION Page C-2
1.5.2 City's Right to Revise Requirements. The City reserves the right at
any time during the term of the Agreement to change the amounts and types of
insurance required by giving the Superintendent sixty (60) days advance written notice
of such change. If such change results in substantial additional cost to the
Superintendent, the City and Superintendent may renegotiate Superintendent's
compensation.
1.5.3 Enforcement of Agreement Provisions. Superintendent
acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Superintendent of non-compliance with any requirement imposes no additional
obligations on the City nor does it waive any rights hereunder.
1.5.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.5 Self-insured Retentions. Any self-insured retentions must be
declared to and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
1.5.6 City Remedies for Non Compliance If Superintendent or any
subconsultant fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Superintendent's right to proceed until proper evidence of
insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Superintendent or reimbursed by Superintendent
upon demand.
1.5.7 Timely Notice of Claims. Superintendent shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Superintendent's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Superintendent's Insurance. Superintendent shall also procure
and maintain, at its own cost and expense, any additional kinds of insurance, which in
its own judgment may be necessary for its proper protection and prosecution of the
Work.
ORANGE COUNTY DEPARTMENT OF EDUCATION Page C-3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 1/25/13 Dept./Contact Received From: Tania
Date Completed: 1/25/13 Sent to: Tania By: Renee
Company/Person required to have certificate:
Type of contract:
Orange County Department of Education
All Other
L GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/12 to 7/1/13
A.
INSURANCE COMPANY: MOC-ASCIP
B.
AM BEST RATING (A-: VII or greater): Not Rated- Self Insured
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
❑ Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$5,000,000 CSI.:
E.
ADDITIONAL INSURED ENDORSEMENT - please attach
❑ Yes ® No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
❑ Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
❑ Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
❑ Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
❑ Yes ❑ No
J.
CAUTION? (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence" wording?
❑ Yes 0 No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 7/1/12 to 7/1/13
A. INSURANCE COMPANY: MOC-ASCIP
B. AM BEST RATING (A-: VII or greater) Not Rated - Self Insured
C. ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California? ❑ Yes ❑ No
D. LIMITS - if Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $5,000,000
E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?) N/A
F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only): ® N/A ❑ Yes ❑ No
G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes M No
H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No
DI. VVORKERS^COMPENSAT|8N
EFFECT|VE/EXP|RAT|OND/g'E:
A.
INSURANCE COMPANY: Weste n Orange Co Self -Funded Workers' Comp Agency
B.
AMBEST RATING (A,:VUorgnao\er: Not rated -Self Insured
C.
ADMITTED Company (Must beCalifornia Admitted):
FlYes
[INo
D.
VVURKERS'COMPENOAT|0NL|M(T: Statutory
El Yes
El No
E.
EMPLOYERS' LIABILITY LIMIT (Must be$1WYurgreater)
F.
WAIVER (}FSUBROGATION (To ioo|ude):|a|tincluded?
[lYes
ElNo
G,
SIGNED VVORKER3`COMPEN38JIONEXEMPTION FORM:
N/A FlYes
[-INo
H.
NOTICE OPCANCELLATION:
ON/A ZYea
El No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
Agent $f/VUantInsurance Services Date
Broker of record for the City of Newport Beach
RISK MANAGEMENT APPROVAL REQUIRED Non-udnithedcarrier rated less than ;
Self Insured Retention or Deductible greater than $ 0 N/A N Yes L_J No
Reason for Risk Management opprovaVoXcepiinn/muaivar:
Workers'Comp needs Risk Managements approval. 3/21/13 Sheri Anderson approves the WC letter.
�
A,rrr-'--�
Risk Management Date
* Subject to the terms of the contract,
M,