Agenda Item A.8
DISCUSSION/ACTION ITEM
Meeting Date: May 16, 2023
TO: Mayor and Councilmembers
FROM: Charles W. Ebeling, Public Works Director
CONTACT: Melissa Nelson, Environmental Services Manager Dan Rowell, Environmental Services Specialist
SUBJECT: Amendment No. 1 to Professional Services Agreement No. 2022-057 with Explore Ecology for Watershed and Waste K-6 Education Services
RECOMMENDATION:
Authorize the City Manager to execute Amendment No. 1 to Professional Services Agreement No. 2022-057 with Explore Ecology for Watershed and Waste K-6 Education Services, increasing the contract authority by $49,441 for a new total not -to-exceed amount of $89,522, incorporating new tasks related to waste education into the scope of work, and updating the schedule of fees.
BACKGROUND:
On June 21 st, 2022, Council approved Professional Services Agreement No. 2022 -057 with Explore Ecology to provide K -6 Stormwater Education Services. Public Works staff are requesting approval of an amendment to the agreement with Explore Ecology provide K-6 watershed and waste educational services, as per the City’s Storm Water Management Plan and state requirements established under Senate Bill 1383. This education also fulfills the education and outreach component of the City’s Municipal Separate Storm System (MS4) permit.
DISCUSSION:
Explore Ecology has been providing watershed and waste education services throughout Santa Barbara County since its inception in 1990. The City of Goleta (City) has worked with Explore Ecology directly for years on stormwater and watershed related educatio n programs. Staff desires to incorporate additional education programs for waste.
Within the City’s Regional Agency agreement with the County of Santa Barbara (County) for regional solid waste services, the City has received K -6 waste education programs provided by Explore Ecology for almost a decade. The County has been compensated on average $24,000 annually to cover the City’s Explore Ecology costs. The City has worked with the County to remove these costs effective July 1, 2023. These realized cost 1 Meeting Date: May 16, 2023
savings will be reallocated to pay Explore Ecology directly for services provided under amended contract terms. The City pursued this change to avoid administrative overhead costs incurred due to County management of this contract on behalf of the City.
The City’s existing contract with Explore Ecology includes hands-on courses to teach students about watersheds, sources of water pollution, solutions to pollution, storm water and sewage systems, the physical and biological components of creeks, the effects of plastic debris on aquatic systems, and what students can do to protect these sy stems.
This contract amendment adds hands-on courses to teach students about waste reduction, the impacts of food waste, how to compost, and field trips to the Art From Scrap Creative ReUse store and the Santa Barbara County ReSource Center and Tajiguas Landfill. The se field trips will be preceded by two class es on ecology and waste management to maximize understanding during the field trips.
GOLETA’S STRATEGIC PLAN
This supports the City’s strategic goal to:
1. Support Environmental Vitality
FISCAL IMPACTS:
Cost savings will be realized starting in proposed FY2023-24 by reducing regional costs with the County for Explore Ecology contract management. Therefore, no addit ional appropriation is needed for proposed FY2023-24 budget for the additional compensation of $49,441.
Fiscal
Year
Fund
Type
Account Adopted/Proposed
Budget
YTD Activity/
Encumbrances
Annual
Contract
Amount
Available
Budget
2022-
23 Solid
Waste
211-50-5900-
51200
$537,993.00
$331,213.35 $12,593.31 $206,779.65
2023-
24 Solid
Waste
211-50-5900-
51200
$775,000.00 $0 $37,896.33 $775,000.00
2024-
25 Solid
Waste
211-50-5900-
51200
$785,000.00 $0 $39,033.22 $785,000.00
ALTERNATIVES:
The City Council may elect not to authorize this contract amendment. Doing so would significantly reduce the distribution of watershed and waste K-6 education, which reduces education and outreach effectiveness in the community. With not as much education and outreach there is less support for the City’s Strategic Goal to Support Environmental Vitality. Alternatively, Council could direct the Public Works Department to seek statements of qualifications and proposals from additional qualified firms. However, since Explore Ecol ogy already provides similar services under City contract and provides services of the type contemplated in the amendment for other agencies in Santa Barbara County, doing so is not likely to be as cost-effective or efficient.
2 Meeting Date: May 16, 2023
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Amendment No. 1 to Professional Services Agreement No. 2022-057 with Explore Ecology for Watershed and Waste K-6 Education Services.
2. Professional Services Agreement No. 2022 -057 with Explore Ecology for Stormwater Education Services.
3 ATTACHMENT 1
Amendment No. 1 to Professional Services Agreement No. 2022-057 with Explore Ecology for Watershed and Waste K-6 Education Services
4 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
AMENDMENT NO. 1
TO A PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF GOLETA
AND
EXPLORE ECOLOGY
This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Explore Ecology (“Consultant”) dated June 21, 2022 (“Agreement,” Agreement No. 2022-057) is made on this 16th day of May, 2023.
SECTION A. RECITALS
1. This Agreement is for professional services for Watershed and Waste K -6 Education Programs in compliance with Goleta Municipal Code Section
3.05.260.; and
2. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $40,081; and
3. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $49,441 for continued tasks; and
4. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and
5. The parties desire to amend Exhibit A by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A-1"; and
6. The Agreement currently provides in Exhibit B entitled “Schedule of Fees” the hourly rates; and
7. The parties desire to amend Exhibit B of the Agreement to identify the new hourly rates, attached as “Exhibit B-1”; and
8. The City Council approved this Amendment No. 1, on this 16th day of May 2023.
SECTION B. AMENDED TERMS
Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:
DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 5 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $49,441 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $89,522 (herein "not-to-exceed amount") and shall be earned as the work progresses.
Hourly at the hour ly rates and with reimbursement to
CONSULTANT for those expenses set forth in
CONSULTANT's Schedule of Fees marked Exhibit "B -1”,
attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025, after which any change in said rates and expenses must be approved in writing by CITY ’s Project Manager as described in Section 5 (CITY is to be given 60 days’ notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT
for all work described under this AGREEMENT.
2. This Agreement is amended to delete and replace in its entirety:
Exhibit A “Scope of Work ” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.
3. This Agreement is amended to delete and replace in its entirety:
Exhibit B “ Schedule of Fees ” with Exhibit B-1 “Schedule of Fees ” attached hereto and incorporated herein.
4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.
DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 6 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
In concurrence and witness whereof, this Amendment No. 1 has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
____________________________ ______________________________ Robert Nisbet, City Manager Lindsay Johnson, Executive Director
ATTEST:
_____________________________ ______________________________ Deborah Lopez, City Clerk Scott Etsby, Board Treasurer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 7 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
EXHIBIT A-1
SCOPE OF WORK
Consultant shall provide the following services:
TASK 1: CREEK KIDS EDUCATION
Explore Ecology will educate 650 students with in-class lessons and field trips.
A. Creek Kids Series
● 125 fourth through sixth grade students (approximately 5 classes) will be the main target audience for this 3-part series of lessons, which include:
● In-class introductory lesson – What is a Watershed?
● Field trip to the Watershed Resource Center (WRC) – Solutions to Pollution ● In-class lesson and review – Action! – How Kids Can Help Keep Creeks Clean
Lessons must be scheduled as a series. Consultant time will include the implementation of each 3-part series including promotion and outreach, scheduling, lesson preparation, clean-up, and lesson presentations.
B. Watershed Resource Center Field Trips
Each class will participate in a beach clean-up and the data will be added to the Arroyo Burro trash cleanup database and tracking graphs. 275 fourth through sixth grade students (approximately 12 classes) will be the focus of the WRC Field Trip, with other grades included as space permits. Contractor time will include implementing each field trip including promotion and outreach, scheduling, lesson preparation, clean-up, travel time and lesson presentations.
C. Watersheds at School Lesson
This lesson is an in class alternative for classes who cannot attend the Watershed Resource Center field trip due to busing, school restrictions on field trips, or other barriers. Explore Ecology will prioritize field trips and will use this as an alternative when necessary. Available to grades K-6.
TASK 2: WASTE REDUCTION EDUCATION
Explore Ecology educators will educate 1,100 students with in class lessons and field trips.
A. Replace the Waste In Class Lesson Series
● Available for students in grades K-6
○ In Class Waste Reduction lesson
○ In Class Food Waste Lesson
○ In Class Compost lesson
Lessons may be scheduled individually or as a series. Consultant time will include the implementation of each lesson including promotion and outreach, DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 8 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
scheduling,
lesson preparation, clean-up, and lesson presentations.
B. Field Trip to Tajiguas Landfill & ReSource Center & Modified Replace the Waste Series
● Approximately 9 classes, 5th grade and up (~225 students) ● Grades 5-6 must complete the in-class lessons prior to the field trip ○ In Class Waste Reduction lesson
○ In Class Food Waste/Compost Lesson
○ Field Trip to Tajiguas Landfill & Resource Center
Consultant time will include the implementation of each lesson series and field trip including promotion and outreach, scheduling, lesson preparation, clean-up, and lesson presentations.
C. Field Trip to Art From Scrap Creative Reuse Store
Available for grades K-6. Consultant time will include the implementation of each field trip including promotion and outreach, scheduling, lesson preparation, clean- up, and lesson presentations.
TASK 3 – PROGRAM ADMINISTRATION
● Provide continuous interface with City staff regarding projects. ● Project and program management and general administrative tasks. ● Data entry, tracking, and analysis.
● $491.31 cost allocation for use of WRC will be invoiced as part of this contract and used to cover a portion of the management and operation of the WRC. ● $2,500 fee to be paid to Explore Ecology to cover costs incurred for use of the County’s Landfill & ReSource Center facility, and to cover County staff time spent on field trip preparation and administration.
PROGRAM MILESTONES
● Educate 1,750 students total.
● 275 students will participate in the Watershed Resource Center field trip. ● 375 students total (125 unduplicated students) will participate in the Creek Kids Series.
● Approximately 225 students will participate in the Tajiguas Landfill field trip.
DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 9 City of Goleta
Amendment No. 1 to Agreement No. 2022-057
EXHIBIT B-1
SCHEDULE OF FEES
The cost of work is a time and materials contract for $37,896.33 per year. For Task 1 (Creek Kids Education) and Task 2 (Waste Reduction Education), students will be billed at $16.37 per student.
Contract Tasks Rate Range Budgeted Amount
Task 1 - Watershed Education (650
students; Includes admin, overhead and
mileage)
$16.37-$16.87/
student $10,640.50
Task 1A - Busing funds WRC trips
$2,332.64-
$2402.62/annual $2,332.64
Task 2 - Waste Reduction Education
(1,100 students;
Includes admin, overhead and mileage)
$16.37-$16.87/
student $18,007.00
Task 2A - Busing Funds Tajiguas
ReSource Center Trip (9 trips)
$2,193.66-
$2259.47/annual $2,193.66
Task 2B - Busing Funds AFS trip (3 trips)
$731.22-
$753.16/annual $731.22
Task 3- Program administration (WRC
Management-one time fee)
$491.31-$506.05/
annual $491.31
Task 3A - Incidentals (administrative costs
or flexibility in # of students)
$16.37-$16.87/
student
$1,000.00
Task 3B - County Program Fee $89.67-$92.67 $2,500.00
Total $37,896.33
3 YEAR CONTRACT FY 2022-2025 TERMS OF AGREEMENT
Explore Ecology will receive a minimum of 3% annual COLA increase following the increase for the FY 2022-2023 contract year. Over the three year contract period, the minimum contract total will be as follows:
Contract Year Contract Total
2022-2023 $12,593.31
2023-2024 $37,896.33
2024-2025 $39,033.22
DocuSign Envelope ID: 43E2EC0D-7FD0-4BF7-B586-FBA005A044AF 10 ATTACHMENT 2
Professional Services Agreement No. 2022-057 with Explore Ecology for Stormwater Education Services
11 City of Goleta
Public Works Department and Explore Ecology
Project Name: Stormwater Education Services
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF GOLETA
AND
EXPLORE ECOLOGY
This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of ______ , 20____, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as "CITY"), and EXPLOR E ECOLOGY a California corporation (herein referred to as "CONSULTANT").
SECTION A. RECITALS
1. The CITY has a need for professional stormwater education service for K- 6 stormwater education services;
2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY requests to contract for professional services to accomplish this work;
3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260 by selecting the only qualified firm based on competence; and
4. The City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.
SECTION B. TERMS
1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT , and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2.
CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:
Professional Stormwater Education se rvices shall generally include K-6 Stormwater Education Services as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.
12 City of Goleta
Public Works Department and Explore Ecology
CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.”
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the se rvices under this AGREEMENT SHALL NOT EXCEED the sum of $40,081 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSUL TANT's Schedule of Fees marked Exhibit "B," attached and incorporat ed herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until June 30, 2025 after which any change in said rates and expenses will be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate in crease request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment . CONSULTANT shall pr ovide CITY with written verification of the actual compensa tion earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices will be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments will be made within 30 days after CITY’s approval of the invoice.
4. EXTRA SERVICES
CITY will pay CONSULTANT for those CITY authorized extra services, not reasonably included within the servic es described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra serv ices or expenses will exist. The applicable hourly rates for extra servic es will be at the hourly rates set forth in Exhibit B, if one is incl uded as part of this agreement. Any compensation for extra services will be part of the total compensation and will not increase the not-to- exceed amount identified in Section 3.
5. CITY PROJECT MANAGE R AND SERVICES BY CITY
The services to be performed by CO NSULTANT shall be accomplished under the general direction of, and co ordinate with, CITY's "Project Manager", as that staff person is desi gnated by CITY from time to time, and who presently is Dan Rowell. Pr oject Manager will have the authority
13 City of Goleta
Public Works Department and Explore Ecology
to act on behalf of the CITY in administering this AGREEMENT but will not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2025, unless term of this AG REEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives writte n authorization to proceed with the work provided by CITY's Project Manager.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY will be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless wri tten authorization of CO NSULTANT is first obtained.
8. PERSONAL SERVI CES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professiona l services which are personal to CITY. Lindsay Johnson is deemed to be specially experienced and is a key member of CONSULTANT's firm shall be directly involved in the performance of this work. This ke y person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT shall hold CITY, its elected official s, officers, agents, and employees, harmless from all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to
14 City of Goleta
Public Works Department and Explore Ecology
CONSULTANT's employees, to CONSULTANT’s contractors or
subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSUL TANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT. (b) Defense and Indemnity of Third Party Claims/Liability.
CONSULTANT shall invest igate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arisi ng out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of
CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractor s, or the willful misconduct of CONSULTANT or any of CONSULTANT ’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associ ated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work require d under this AGREEMENT, and also include the payment of a ll court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor will be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.
10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Cla ss VII or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Comme rcial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
15 City of Goleta
Public Works Department and Explore Ecology
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non-owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehi cles, this requirement may be satisfied by a non-owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including st atutory limits for workers’ compensation and an Employer’s Li ability limit of $1,000,000 per accident or disease.
Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liabili ty insurance, CITY, its employees, officials, agents and member agencies will be covered as additional insureds. Coverage will apply to any and all liability arising out of the work performed or related to the cont ract. Additional insured status under the general liability require ment will be provided on Insurance Services Office Form CG 20 10, wit h an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the addi tional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insure r’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance pol icies inception date, continuity date, or retroactive date must be befor e the effective date of this agreement. CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Except for professional liabilit y insurance, liabilit y coverage shall be primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice has been given to CITY.
Such provision shall not include any lim itation of liability of the insurer for failure to provide such notice.
16 City of Goleta
Public Works Department and Explore Ecology
f) No liability insurance cove rage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving t he right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.
g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse agains t CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failur e, actual or a lleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems nece ssary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.
i) CONSULTANT agrees to provi de immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assume s 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.
11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY.
CONSULTANT shall be sole ly responsible for any workers compensation insurance, withholding taxes, unempl oyment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnifica tion obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, such
17 City of Goleta
Public Works Department and Explore Ecology
correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.
13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice terminate without cause any porti on or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the ev ent of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outst anding at the time of termination shall be payable by CITY to CONS ULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a re lease of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or pay ment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and
CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such res ponsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.
15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its record s with respect to all matters covered by this AGREEMENT and shall permit CITY to audit, examine and/or reproduce such records. CONSULTANT shall retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after te rmination or final payment under this AGREEMENT.
18 City of Goleta
Public Works Department and Explore Ecology
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon t he strict performance of any of the provisions of this AGREEMENT by the other party, irre spective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to dem and strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respec t to such default or breach. No express written waiver of a specifi ed default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S bus iness. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not o ffer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMEN T shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party . It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and th e masculine gender shall include the feminine or neutral genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and obl igations of the parties, shall be governed and interpreted in accordance with the laws of the State of
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California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CONSULTANT shall not di scriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual ori entation, disability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provi de CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTA NT for current services are within the current budget and withi n an available, unexhausted and unencumbered appropriation of CITY funds . In the event CITY has not appropriated sufficient funds for pay ment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGR EEMENT and all other terms of this AGREEMENT may be modified only upon mu tual written consent of CITY and CONSULTANT.
25. USE OF THE TERM “CITY”
Reference to “CITY” in this AGR EEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, s hall obtain and maintain during the term of this AGREEMENT, all appr opriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.
27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
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28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its re spective administrators, officers, directors, shareholders, divisions , subsidiaries, agents, employees, successors, assigns, principals, part ners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless conti nue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given he reunder shall be deemed to have been given by depositing said notice in t he United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Linds ay Johnson, Executive Director Explore Ecology
302 East Cota Street
Santa Barbara, CA 93101
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
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Public Works Department and Explore Ecology
In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CONSULTANT
_____________________________ ______ _______________________ Michelle Greene, City Manager Lindsay Johnson, Executive Director
A T T E S T
_____________________________ _____________________________ Deborah Lopez, City Clerk Scott Etsby, Board Treasurer
APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________
Winnie Cai, Assistant City Attorney
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Public Works Department and Explore Ecology
EXHIBIT A
Scope of Work
Consultant shall provide the following services:
TASK 1: CREEK KIDS EDUCATION
A. Creek Kids Series
x 125 fourth through sixth grade students (approximately 5 classes) will be the main target audience for this 3-part series of lessons, which include:
x In-class introductory lesson – What is a Watershed?
x Field trip to a creek restoration site ( What is a Healthy Creek?) and to the Watershed Resource Center (WRC) – Solutions to Pollution x In-class lesson and review – Action! – How Kids Can Help Keep Creeks Clean
Consultant time will include the implementation of each 3-part series including promotion and outreach, scheduling, lesson preparation, clean-up, and lesson presentations.
B. Watershed Resource Center Field Trips
Each class will participate in a beach clean-up and the data will be added to the Arroyo Burro trash cleanup database and tracking graphs. 275 fourth through sixth grade students (approximately 12 classes) will be the focus of the WRC Field Trip, with other grades included as space permits. Contractor time will include implementing each field trip including promotion and outreach, scheduling, lesson preparation, clean-up, travel time and lesson presentations.
TASK 2: PROGRAM ADMINISTRATION
x Provide continuous interface wit h City staff regarding projects. x Project and program management and general administrative tasks. x Data entry, tracking, and analysis.
x $477.00 cost allocation for use of WRC will be invoiced as part of this contract and used to cover a portion of the management and operation of the WRC.
PROGRAM MILESTONES
x Educate 650 students total ( 400 unduplicated individuals). x 275 students will participate in the Watershed Resource Center field trip. x 375 students total (125 unduplicated student s) will participate in the Creek Kids Series.
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Public Works Department and Explore Ecology
EXHIBIT B
Schedule of Fees
The cost of work is a time and materials contract for $12,593.31 per year. For Task 1 - Creek Kids Education, students will be billed at $15.90 per student.
TASK AND BUDGET REPORT
City of Goleta Education
Explore Ecology
Budget Report FY 2022-2023
Contract Tasks Budgeted Amount
Task 1 - Creek Kids Education
$15.90/student x 650 students total $10,335.00
WRC Management - one time fee $477.00
Incidentals (administrative costs or
flexibility in # of students) $584.57
Personnel Subtotal $11,396.57
Direct Costs
Busing Funds $1,196.74
Direct Costs Subtotal $1,196.74
Total $12,593.31
3 YEAR CONTRACT FY 2022-2025 TERMS OF AGREEMENT
Explore Ecology will receive a minimum of 3% annual COLA increase following the increase for the FY 2022-2023 contract year. Over the three-year contract period, the minimum contract total will be as follows:
Contract Year Contract Total
2022-2023 $12,593.31
2023-2024 $12,971.11
2024-2025 $13,360.24
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