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HomeMy WebLinkAbout09/04/2007, C10 - APPROVAL OF AGREEMENT FOR SERVICES WITH THE ENVIRONMENTAL CENTER OF SAN LUIS OBISPO COUNTY (ECOSLO) w councilWdingDd` j acEnba uEpout `�"�` �o C I T Y OF SAN LU IS OBISPO FROM: Shelly Stanwyck,Assistant City Administrative Officer Prepared By: Neil HavWc,Natural Resources Manager T,'lu SUBJECT: APPROVAL OF AGREEMENT FOR SERVICES WITH THE ENVIRONMENTAL CENTER OF SAN LUIS OBISPO COUNTY(ECOSLO) CAO RECOMMENDATION Approve and authorize the Mayor to sign a two-year services agreement with the Environmental Center of San Luis Obispo County (ECOSLO), in the amount of $22,500 in each year, for a total not to exceed$45,000,retroactive to July 16,2007. DISCUSSION The Ciy of San Luis Obispo has had a mutually beneficial service agreement with ECOSLO for many years. ECOSLO has provided a wide variety of information services to citizens, disseminating information on subjects ranging from General Plan updates, to community events such as Creek Day, to general information about curbside recycling or the recycling of old tires. In the 2005-2007 budget period, for example, ECOSLO published six issues of the SLO Stewards Newsletter, coordinated about twenty to twenty-five docent-led hikes and stewardship events, prepared and distributed the fundraising brochure for the Brughelli and Union Pacific Railroad property acquisitions, and provided information about City utility conservation programs at several special events such as the Bob Jones Trail Day. Since 1997 the Agreement between the City and ECOSLO has been structured into two main parts, called "public information services" and "retainer services". "Public information services" include dissemination of items of general interest to citizens such as certain "how-to" documents (such as monitoring irrigation water use), and a variety of other City publications. "Retainer services" include publication of the SLO Stewards newsletter, continued ECOSLO coordination of stewardship events such as plantings, exotic plant control, watering, trail construction, and other environmental projects, and occasional community educational events such as Brughelh/UPRR project brochure. Both services are calculated on a per-hour basis, with the prior authorization of the Natural Resources Manager,which places an element of accountability into the agreement. Staff feels that the previous contracts and performance overall have been mutually beneficial, and therefore recommends continuation of the contract format. Staff is recommending that the hourly rate be increased to $55.00 per hour from $45.00 per hour, as it has been at the latter rate since 2001. This action also restores the City's potential funding to ECOSLO to near its 2001-2003 level of $50,000. This had been reduced in 2003-2005 and 2005-2007 due to the City's difficult financial condition. The proposed agreement modifies the prior requirement for a "downtown" gAav1Wcounct1agenua/ecos10 agreement 2007 location, as this is proving to be very burdensome for ECOSLO from a future rental standpoint. This is important because ECOSLO's current location at the corner of Marsh and Nipomo Streets will be removed in the next year or so and ECOSLO will need to find a new location for its offices. Staff feels that another location in the City could serve just as well, and would continue to provide easy access to the public. As called for in the Agreement, the City must still approve of the location,wherever it is, and it must be within the city limits. Service delivery to San Luis Obispo residents is not expected to change and will continue to focus on the SLO Stewards newsletter, and the SLO Stewards and Natural San Luis docents programs. Activities occurring under the Agreement will be reported to the Council in a report submitted by ECOSLO on a biannual basis. FISCAL IMPACT Funding in the amount of$45,000 for the agreement is included in the Natural Resources Program budget 2007-2009, and represents the total potential financial obligation to ECOSLO by the City under this Agreement. Attachment Agreement for Professional Services g/havUlcouncilagenda/ecoslo agreement 2007 ATTACHMENT 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES is made and entered into in the City of San Luis Obispo on this 4th day of September, 2007, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and ENVIRONMENTAL CENTER OF SAN LUIS OBISPO COUNTY, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, the City is committed to preserving a healthy and sustainable environment for its citizens of today as well as the future; and WHEREAS, the City desires to educate its citizens on the importance of preserving a healthy and sustainable environment for current as well as future generations; and WHEREAS, the Contractor was established in 1971 for the primary purpose of educating the community on environmental issues; and WHEREAS, the Contractor is organized and equipped to carry out educational programs efficiently and economically to complement City efforts in this area. NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows: 1. TERM. Term of this agreement shall be TWO YEARS, from July 1, 2007, to June 30, 2009. 2. CITY'S OBLIGATIONS. City agrees to cooperate with Contractor and to perform work described hereto and incorporated by this reference. A. Compensation. City shall pay Contractor up to $22,500 each year in 2006-2007 and 2007-2008 (for a total not to exceed $45,000), for furnishing certain services, referred to hereinafter as "Retainer Services" and "Public Information Services", described more fully below. Payment for said Retainer Services and Public Information Services shall be made quarterly as billed by Contractor and r� ATTACHMENT 1 agreed by City. Billing shall be made based upon actual time and materials required to carry out City- requested or approved activities at the rate of$55.00 per hour. City is not obligated to expend the full amount stated above for Retainer Services; this is a good-faith estimate of time and cost for events and activities anticipated to occur during the term of this agreement. Contractor shall provide billing statements in timely manner, to permit payment to be processed through normal City payment procedures. B. Project Manager. The Natural Resources Manager shall be the Project Manager representing the City for all purposes under this agreement. She/he shall supervise the progress and execution of this agreement. 3. CONTRACTOR'S OBLIGATIONS A. Project Manager. The ECOSLO Executive Director is hereby designated as the Project Manager for Contractor. Should circumstances or conditions subsequent to the execution of this agreement require a substitute Project Manager for any reason, the Project Manager designee shall be subject to the prior written acceptance and approval by City's Natural Resources Manager. B. Reporting Requirements. 1. Contractor shall provide certain services to City in the general categories of public information services and retainer services,described in detail below. 2. The Contractor will provide the City Council with semi-annual progress reports due on the following dates: January 15, 2008; July 15, 2008; January 15, 2009; and June 30, 2009. The reports will provide the City with an overview of the progress the Contractor has made toward fulfilling the terms of the contract. It will include specific information on such progress whenever possible, specifically in the area of dissemination of public information (e.g., number of brochures distributed, number of public notices sent, number of walk-in customers assisted). 2 ��d - y a to ATTACHMENT 1 C. Limitation on Use of Funds. The Contractor agrees that no City funds provided as part of this contract will be used for political advocacy activities. D. Contractor's Responsibilities Re: Public Information Services. 1. The Contractor shall maintain an office in the City of San Luis Obispo at a location acceptable to the City Council. The Contractor will maintain staffing adequate to deliver the services to be provided under this agreement. The office will be staffed and open to the public daily at regular office hours, five days per week(Monday through Friday),excepting legal holidays. During its hours of operation, the Contractor will disseminate information on environmental topics of interest to the community; answer walk-in and telephone inquiries on environmental topics, mail information to requesting parties as appropriate, and provide a lending library of books, video tapes and slides, etc., on environmental topics to the public. The Contractor shall be permitted to charge reasonable fees for the material it distributes (except for material furnished to the Contractor by the City). 2. The Contractor will display and disseminate City program information materials and supplies at the Environmental Center Office and at community events in which Contractor is a participant. This material shall include (but is not limited to) City natural resources and open space program educational information, water conservation information and supplies, solid waste.and recycling information and supplies, etc. The City will supply the Contractor with information materials and supplies on an ongoing basis free of charge. The Contractor will designate a specific appropriate place for display of City information,easily visible and accessible to the public. 3. At the City's request, the Contractor will assist with disseminating information on specific topics, convening appropriate environmental groups to review and provide input on proposals or projects affecting the environment, and mutually agreed upon tasks that will promote greater community awareness of environmental topics. 4. The Contractor will create and keep updated a standard list of environmental organizations (Environmental Organizations Directory) that will be contacted relative to major projects or policy issues of interest or concern to the 3 C/a -s' of ft ATTACHMENT 1 community. In addition, City staff will be able to use this list as a set of "standard notifications" for important development review projects. The Contractor will update the directory on at least an annual basis and will notify designated departments of any important changes. The Contractor can make the Directory available to the public and continue to have access to it for the Contractor's in-house projects. This program shall be considered a public information service for purposes of billing. E. Contractor's Responsibilities Re: Retainer Services. 1. The Contractor shall have and retain the capability to respond to the reasonable requests of the City relative to tasks including, but not limited to, those outlined below: • Preparing and distributing the SLO Stewards newsletter;. • Coordinating community service workers for stewardship events; • Conducting ECOSLO- or City-originated community education outreach at local events; • Continuing recruitment and training of docent volunteers; and • Organizing and conducting docent-led educational outings on City-owned open space lands. 2. Specific services to be performed under this category may be initiated in writing by either party; however, no services or programs provided under this section shall actually be undertaken without the prior written approval of the Natural Resources Manager. F. Laws and Regulations to be observed by Contractor. 1. Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incidental to the due and lawful prosecution of the services to be performed by Contractor under this agreement. 2. Keep itself fully informed of all existing and proposed federal, state and local laws, ordinances, regulations, orders, and decrees which may affect those engaged 4 0 f ATTACHMENT 1 or employed under this agreement,any materials used in Contractor's performance under this agreement,or the conduct of the services under this agreement. 3. At all times observe and comply with, and cause all of its employees to observe and comply with, all of said laws, ordinances, regulations, orders, and decrees mentioned above. 4. Immediately report to the City's Project Manager in writing any discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications, or provisions of this agreement. G. Copies of reports and information. 1. If City requests additional copies of reports or any other materials in addition to what the Contractor is required to furnish in limited quantities as part of this agreement, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplication of such copies at Contractor's direct expense. H. Qualifications of Contractor. 1. Contractor represents that it is qualified to furnish the services described under this agreement. 2. Notwithstanding any representations, oral or written, between parties, including any and all agents or representatives thereof, Contractor at all times covered by the terms of this agreement is acting as a free and independent contractor, not as any agent of the City. Any and all supervision and direction by any City official, department or body shall be only that necessary to provide broad general outlines, and Contractor will use its own initiative and discretion in performing details of work herein. 3. All services provided by the Contractor listed within this agreement are in addition and beyond those of any and all other contracts currently held between the City and Contractor. 5 lO �7 ATTACHMENT 1 I. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the,Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 4. TIME FOR COMPLETION OF THE WORK. All requirements of this agreement will be fulfilled by the Contractor by July 15, 2009. 5. TEMPORARY SUSPENSION. The City Project Manager shall have the authority to suspend this agreement wholly or in part, for such period as he deems necessary due to unfavorable conditions or to the failure on the part of the Contractor to perform any provision of this agreement. Contractor will be paid the compensation due and payable to the date of temporary suspension. 6. TERMINATION. The City retains the right to terminate this agreement for any reason by notifying Contractor in writing sixty (60) days prior to termination and by paying the compensation due and payable to the date of termination. 7. INSPECTION. Contractor shall famish City with every reasonable opportunity for City to ascertain that the services of Contractor are being performed in accordance with the requirements and intentions of this agreement. All work done and all materials furnished, if any, shall be subject to the City's Project Manager's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its agreement as prescribed. 8. INTEREST OF CONTRACTOR. Contractor covenants that it presently has no interest,and shall not acquire any interest,direct or indirect,financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. Contractor further covenants that, in the performance of this agreement, no subcontractor or person having such an interest shall be employed. Contractor certifies that no one who has or will have any financial interest under this agreement is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 9. HOLD HARMLESS AND INDEMNIFICATION. The Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any 6 C/4) a ft ATTACHMENT 1 and all claims asserted or liability established for damages or injuries to any person or property, including injury to the Contractors employees,agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of the Contractor, and its agents,officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same; provided, however, that the Contractors duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents,officers or employees. 10. WORKERS' COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and it certifies that it will comply with such provisions before commencing the performance of the work of this agreement. 11. INSURANCE. Contractor shall provide proof of insurance in accordance with Insurance Requirements for Consultants as described in Exhibit "A" attached hereto and incorporated herein by reference as though fully set forth. 12. AGREEMENT BINDING. The terms, covenants, and conditions of this agreement shall apply to, and shall bind,the heirs, successors,executors,administrators, assigns,and subcontractors of both parties. 13. WAIVERS. The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any subsequent breach of violation of the same of any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement or of any applicable law or ordinance. 15. DISCRIMINATION. No discrimination shall be made in the employment of persons under this agreement because of the race, color, national origin, ancestry, religion, sexual orientation, or sex of such person. If Contractor is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the performance C/tt� - ? 0 ft ATTACHMENT of this agreement, it shall thereby be found in material breach of this agreement. Thereupon, City shall have the power to cancel or suspend this agreement, in whole or in part, or to deduct from the amount payable to Contractor the sum of the sum of two hundred fifty dollars ($250) for each calendar day during which such person was discriminated against, as damages for said breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the California Fair Employment Practice Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract under this paragraph. 16. AMENDMENTS. Any amendment, modification, or variation from the terms of this agreement shall be in writing and shall be effective only upon the approval of the City Administrative Officer of the City. 17. . COMPLETE AGREEMENT. This document represents the entire and integrated agreement between City and Contractor and superseded all prior negotiations, representatives, or agreements either written or oral. This document.may be amended only by written instrument, signed by both City and Contractor. All provisions of this agreement are expressly made conditions. This agreement shall be governed by the laws of the State of California. 18. NOTICE. All notices hereunder shall be given in writing and mailed, postage prepaid, by Certified Mail, addressed as follows: Contractor: Environmental Center of San Luis Obispo Post Office Box 1014 San Luis Obispo,CA 93406 Attention: Morgan Rafferty,Executive Director City: City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401-3249 Attention: Dr. Neil Havlik,Natural Resources Manager 19. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individuals executing the agreement on behalf of each party are persons duly authorized and empowered to execute agreement for such party. IN WITNESS WHEREOF, City and Contractor execute this agreement on the day and year first above written. 8 0 . 0 ATTACHMENT I CITY OF SAN LUIS OBISPO, ATTEST: A Municipal Corporation By: David F. Romero,Mayor Audrey Hooper,City Clerk APPROVED AS TO FORM: ENVIRONMENTAL CENTER OF SAN LUIS OBISPO COUNTY By: athAiKP. Lowell,City Attorney Morgan Rafferty, Executive Director By: Sandra Sarrouf,Chair Board of Trustees ATTACHMENT 1 Exhibit A: INSURANCE REQUIREMENTS: Environmental Contractors &Consultants Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. General Liability, Errors and Omissions and Pollution and/or Asbestos Pollution Liability coverage should be maintained for a minimum of five(5)years after contract completion. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001 or Claims Made Form CG 0002). 2. Insurance Services Office Form Number CA 0001 (Ed. 1/87) covering Automobile Liability Code 1 (any auto),or Code 8,9 if no owned autos. 3. Workers' compensation insurance as required by the State of California and Employers Liability Insurance.. Minimum Limits of Insurance. Contractor shall maintain limits no less than: 1. General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 each accident, $1,000,000 policy limit bodily injury by disease,$1,000,000 each employee bodily injury by disease. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Entity. Other Insurance Provisions. The following insurance provisions shall also apply: 1. The insurance policies are to contain,or be endorsed to contain,the following provisions: a. The City, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Entity,its officers;officials;employees,agents or volunteers. b. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City;its officers,officials,employees,agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Contractors insurance and shall not contribute with it. 10 ATTACHMENT � C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees,agents or volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. e. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party except after thirty (30)days'prior written notice has been given to the City. f. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision(b)of Section 2782 of the Civil Code. 2. The automobile liability policy shall be endorsed to delete the pollution and/or the asbestos exclusion and add the Motor Carrier Act endorsement(MCS-90). 3. If general liability, pollution and/or asbestos pollution liability and/or errors & omissions coverage are written on a Claims Made Form: a. The 'Retro Date" must be shown and must be before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of insurance must be provided for at least five(5)years after completion of the contract or work. C. If the coverage is canceled or non-renewed, and not replaced with another claims made policy form with a "Retro Date" prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five years after completion of the contract or work. d. A copy of the claims reporting requirements must be submitted to the City for review. 4. The workers' compensation policy shall be endorsed with a waiver of subrogation in favor of City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANLL Since pollution and/or asbestos pollution coverage may not be available from an "Admitted" insurer, the coverage may be written by a non-admitted insurance company. A non-admitted company should have an A.M. Best's rating of A:X or higher. Pollution and/or asbestos coverage may also be written by a captive insurance company or risk retention group or captive insurance company. The City will check with its insurance advisor for further information before approval. Verification of Coverage. Contractor shall furnish the City with certified copies of endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City, unless the insurance company will not use the City's form. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms,the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 11 Cio -/3 ATTACHMENT Subcontractors. Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein 12