HomeMy WebLinkAbout2008/07/22 Item 7
CITY COUNCIL
AGENDA STATEMENT
~\ff:. CITY OF
~ (HULA VISTA
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
SUMiVL<\RY
JULY 22, 2008, Item---=--
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING At'T AGREEMENT WITH
THE S.t\N DIEGO UNIFIED PORT DISTRICT FOR A SALT
MARSH EDUCATION PROGRA...T\1 AT THE CHULA VISTA
NATlJRECENTER.' ~
RECREATIONDIRECTO.
CITY MANAGER . .~~~ ,/
ASSIST A...l\fT CITY ,AGER 'S r
4/STHS VOTE: YES D NO 0
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Nature Center staff has been working with the San Diego Unified Port District to partner in
the coordination of educational field trips for schools located within the watershed areas of
the San Diego Bay. The goal of the program is to encourage and increase participation in
existing Nature Center programs, which promote environmental stewardship and educate
snldents and visitors about the importance of conserving coastal resources.
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed project for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the project qualifies for a Class 22 categorical exemption pursuant to Section 15322
(Educational or Training Programs Involving No Physical Changes) of the State CEQA
Guidelines. Thus, no further environmental review is necessary.
RECOMMENDATION
Council adopts the Resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
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JULY 22, 2008, Item ~
Page 2 of3
DISCUSSION
Nature Center staff has been working with the San Diego Unified Port District (port) to
partner in the coordination of educational field trips for schools located within the watershed
areas of the San Diego Bay. The goal of the program is to encourage and increase
participation in existing Narure Center programs, which promote environmental stewardship
and educate students and visitors about the importance of conserving coastal resources.
The project makes use of the existing Nature Center educational programs for elementary
school students. For 21 years, the Narure Center has been offering field trips to San Diego
County school children. Approximately 15,000 srudents visit the Narure Center and the
Sweerwater Marsh National Wildlife Refuge annually on strucrured field trips.
Because of the current budget constraints, many schools cannot afford to pay the modest
Nature Center fees for teacher training, student admission, or transportation to the Narure
Center. According to the agreement, the City will provide the following components of the
project at the Nature Center:
. Cuniculum and instmction of the Education Program for up to 90 classes. These
classes will consist of approximately 30 third grade classes within the District's
School Partnership Program (Logan, Bayside, Harborside, Silver Gate, Silver
Strand, Perkins, and Kimball), and up to, but not exceeding 60 classes (of all grades)
from other schools within the San Diego Bay watershed.
. Cuniculum and instruction of the teacher-training program for the teachers
participating in the Program.
. Program administration.
. Educational staff required to run the project.
. Project facilities.
. Transportation for students and teachers by school bus or trolley to the Chula Vista
Narure Center.
. Implementation of an Effectiveness Assessment consisting of pre- and post-tests to
be administered to all participating students.
. A short report on the Project.
Transportation for classes as required by the agreement is paid on a reimbursement basis.
Schools are responsible for contracting and planning their own transportation either by
school bus, private charter bus, or public transportation.
This agreement is a renewal of the ongoing partnership between the Port and the Nature
Center. In the past, the agreement has been issued on an annual basis; however, the new
proposed agreement provides a four-year term. The Port will compensate the City with four
lump sum payments as outlined below for services to be performed on an annual basis for
four years, totaling $60,000 for the life of the agreement.
Fiscal Year
2009
2010
Lump Sum Payment
$15,000
$15,000
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JULY 22, 2008, Item --;-
Page 3 of3
2011
2012
$15,000
$15,000
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this
action.
FISCAL IMPACT
The agreement will provide an increase of $15,000 in annual general fund revenue for
Nature Center operations. Actual costs to support the program (such as the production of
sets of teaching material, etc.) are expected to be minimal and can be absorbed by the
approved operating budget, and will not impact the General Fund.
ATT ACHlVIENTS
A. Agreement Between San Diego Unified Port District and City of Chula Vista for
Salt Marsh Education Program
Prepared by: Kerry Laube, Program lvfanager, Nature Center
7-3
RESOLUTION NO. 2008 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA APPROVING AN AGREEMENT
WITH THE SAN DIEGO UNIFIED PORT DISTRlCT
FOR A SALT MARSH EDUCATION PROGRAM AT
THE CHULA VISTA NATURE CENTER
WHEREAS, the San Diego Unified Port District ("Port") wishes to partner with
the Chula Vista Nature Center in the coordination of educational field trips for schools
located within the San Diego Bay watershed; and
WHEREAS, the goal of the program is to encourage and increase participation in
Nature Center programs, which promote environmental stewardship and educate students
and visitors about the importance of conserving coastal resources; and
WHEREAS, the proposed project makes use of the existing Chula Vista Nature
Center educational programs for elementary school students through exhibits and
emphasis on the Sweetwater River watershed and what each individual can do to protect
the watershed, the bay, and the ocean.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Chula Vista does hereby approve the agreement with the San Diego Unified Port District
. ,
and the City of Chula Vista for Salt Marsh Education Program at the Chula Vista Nature
Center.
Proposed by
Approved as to form by
Buck Martin
Recreation Director
7
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(, {v-j!~c-.... ! '- /\ ,{j-:7~. :-..
Bart Miesfeld
Interim City Attorney
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THE ATTACHED AGREEl'vIENT KA.S BEEN REVIEWED
AND APPROVED AS TO FORi\tI BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROV ALBY
THE CITY COUNCIL
~~ Il./ ,/~/;'-0-
- Bart C. Miesfeld {/
Interim City Attorney
Dated:
II IS-I ,)y
j J
Agreement between San Diego Unified Port District and
the City of Chula Vista for
Salt Marsh Education Program
7-5
AGREEMENT BETWEEN
SAN DIEGO UNIFIED PORT DISTRICT
and
CITY OF CHULA VISTA
for
SALT MARSH EDUCATION PROGRAM
The parties to this Agreement arethe SAN DIEGO UNIFIED PORT DISTRICT (District),
a public corporation and THE CITY OF CHULA VISTA (Service Provider), a municipal
corporation. Both parties agree to the following:
1. SCOPE OF SERVICES: Service Provider shall furnish all technical and
professional labor, and materials to satisfactorily comply with Attachment A,
Scope of Services as requested by District. Service Provider shall keep the
Executive Director of the District or his designated representative informed of the
progress of said services at all times.
2. TERM OF AGREEMENT: This Agreement shall commence on September 1,
2008, and shall terminate on August 31,2012, subject to earlier termination as
provided below.
3. COMPENSATION: For performance of services to be rendered pursuant to this
Agreement and as further described in Attachment B, Compensation and
Invoicing; District shall compensate Service Provider based on the following,
subject to the limitation of the maximum expenditure provided herein:
3.1 Maximum Expenditure. The maximum expenditure under this Agreement
for each year of services is outlined below for a total Agreement amount
not to exceed $60,000.00 (Sixty Thousand Dollars).
Fiscal Year
Maximum Expenditure
$15,000
$15,000
2008-2009
2009-2010
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department Environmental Services
Page 1 of 15
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2010-2011
2011-2012
$15,000
$15,000
Said expenditure shall include without limitation all sums, charges,
reimbursements, costs and expenses necessary to satisfactorily comply with
Attachment A. Service Provider shall not be required to perform further services
after compensation has been expended.
4. RECORDS: In accordance with generally accepted accounting principles,
Service Provider shall maintain full and complete records of the cost of services
performed under this Agreement. Such records shall be open to inspection of
District at all reasonable times in the City of San Diego and such records shall be
kept for at least three (3) years after the termination of this Agreement.
Such records shall be maintained by Service Provider for a period of three (3)
years after completion of services to be performed under this Agreement or until
all disputes, appeals, litigation or claims arisirrlg from this Agreement have been
resolved, whichever is later.
Service Provider understands and agrees that District, at all times under this
Agreement, has the right to review project documents and work in progress and
to audit financial records, whether or not final, which Service Provider or anyone
else associated with the work has prepared or which relate to the work which
Service Provider is performing for District pursuant to this Agreement regardless
of whether such records have previously been provided to District. Service
Provider shall provide District at Service Provider's expense a copy of all such
records within five (5) working days of a written request by District. District's right
shall also include inspection at reasonable times of the Service Provider's office
or facilities, which are engaged in the performance of services pursuant to this
Agreement. Service Provider shall, at no cost to District furnish reasonable
facilities and assistance for such review and audit. Service Provider's failure to
Page 2 of 15
Service Provider: City or Chula Vista
Board Date: N/A
Requesting Department Environmental Services
7-7
provide the records within the time requested shall preclude Service Provider
from receiving any compensation due under this Agreement until such
documents are provided.
5. SERVICE PROVIDER'S SUB-CONTRACTORS: It may be necessary for
Service Provider to sub-contract for the performance of certain technical services
or other services for Service Provider to perform and complete the required
services; provided, however, all Service Provider's sub-contractors shall be
subject to prior written approval by District. The Service Provider shall remain
responsible to District for any and all services and obligations required under this
Agreement, whether performed by Service Provider or Service Provider's sub-
contractors. Service Provider shall compensate each Service Provider's sub-
contractors in the time periods required by law. Any Service Provider's sub-
contractors employed by Service Provider shall be independent Service
Providers and not agents of District. Service Provider shall insure that Service
Provider's sub-contractors satisfy all substantive requirements for the work set
forth by this Agreement, including insurance 'ahd indemnification.
Service Provider shall also include a clause in its Agreements with Service
Provider's sub-contractors which reserves the right, during the performance of
this Agreement and for a period of three (3) years following termination of this
Agreement, for a District representative to audit any cost, compensation or
settlement resulting from any items set forth in this Agreement. This clause shall
also require Service Provider's sub-contractors to retain all necessary records for
a period of three (3) years after completion of services to be performed under this
Agreement or until all disputes, appeals, litigation or claims arising from this
Agreement have been resolved, whichever is later.
6. COMPLIANCE: In performance of this Agreement, Service Provider and Service
Provider's sub-contractors shall comply with the California Fair Employment and
Housing Act, the American with Disabilities Act, and all other applicable federal,
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 3 of 15
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state, and local laws prohibiting discrimination, including without limitation, laws
prohibiting discrimination because of age, ancestry, color, creed, denial of family
and medical care leave, disability, marital status, medical condition, national
origin, race, religion, sex, or sexual orientation. Service Provider shall comply
with the prevailing wage provisions of the Labor Code, and the Political Reform
Act provisions of the Government Code, as applicable.
Service Provider shall comply with all Federal and State laws, and district
Ordinances and Regulations applicable to the performance of services under this
Agreement as exist now or as may be added or amended.
7. INDEPENDENT ANALYSIS: Service Provider shall provide the services required
by this Agreement and arrive at conclusions with respect to the rendition of
information, advice or recommendations, independent of the control and direction
of District, other than normal contract monitoring provided, however, Service
Provider shall possess no authority with respect to any District decision beyond
rendition of such information, advice, or recommendations.
8. ASSIGNMENT: This is a personal services Agreement between the parties and
Service Provider shall not assign or transfer voluntarily or involuntarily any of its
rights, duties, or obligations under this Agreement without the express written
consent of Executive Director (President/CEO) of District in each instance.
9. INDEMNIFICATION:
9.1 Indemnification for Non-Professional Services: To the fullest extent
provided by law with respect to all liability except liability for Professional
Services, covered under Section 9.2, the Service Provider agrees to
defend, indemnify, protect and hold harmless District, its agents, officers
and employees, from and against any claim, demand, action, proceeding,
suit or liability for damages, costs (including reasonable attorneys' fees) or
expenses for damages to property or the loss of use thereof or injuries or
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 4 of 15
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death to any person (including Service Provider's employees), caused by,
arising out of or related to the performance of, Service Provider as
provided in the Scope of Services, or failure to act by Service Provider, its
officers, agents, and employees, The Service Provider's duty to defend,
indemnify, protect, and hold harmless shall not include any claims or
liabilities arising from the active negligence, sole negligence or willful
misconduct of District, its agents, officers, or employees,
The Service Provider further agrees that the indemnification, including the
duty to defend District, requires the Service Provider to pay reasonable
attorneys' fees and costs District incurs that are associated with enforcing
the indemnification provision, and defending any claims, demands, or
liabilities arising from the services of the Service Provider performed
pursuant to this Agreement.'
District may, at its own election, conduct its defense, or participate in the
defense of any claim demand related ,'in any way to the Agreement. If
District chooses at its own election to conduct its own defense, participate
in its own defense or obtain independent legal counsel in defense of any
claim, demand or liability related to Service Provider's Scope of Services,
the Service Provider agrees to pay the reasonable value of attorneys' fees
and all of District's costs associated with its defense.
9.2 Indemnification for Professional Services: To the fullest extent
provided by law, the Service Provider agrees to defend, indemnify, protect
and hold harmless District, its agents, officers and employees from and
against any and all claims, demands, liability for any damages, costs
(including reasonable attorneys' fees and costs), or expenses, arising from
the actions or omissions of the Service Provider as provided in the Scope
of Services. The Service Provider's duty to defend, indemnify, protect,
and hold harmless shall not include any claims or liabilities arising from
Service Provider: City of ChuJa Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 5 of 15
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the active negligence, sole negligence or willful misconduct of District, its
agents, officers, or employees.
The Service Provider further agrees that the indemnification, including the
duty to defend District, requires the Service Provider to pay reasonable
attorneys' fees and costs District incurs that are associated with enforcing
the indemnification provision, and defending any claims, demands, or
liabilities arising from the services of the Service Provider performed
pursuant to this Agreement.
District may, at its own election, conduct its defense, or participate in the
defense of any claim or demand related in any way to the Agreement. If
District chooses at its own election to conduct its own defense, participate
in its own defense or obtain independent legal counsel in defense of any
claim, demand or liability related to the Scope of Services, the Service
Provider agrees to pay the reasonable value of attorneys' fees and all of
District's costs associated with its deferlse.
10. INSURANCE REQUIREMENTS: Service Provider shall at all times during the
term of this Agreement maintain, at its expense, the following minimum levels
and types of insurance:
10.1 Commercial General Liability (including, without limitation, Contractual
Liability, Personal and Advertising Injury, and Products/ Completed
Operations) coverages, with coverage at least as broad as Insurance
Services Office Commercial General Liability Coverage (occurrence Form
CG 0001) with limits no less than two million dollars ($2,000,000) per
occurrence for bodily injury, personal injury and property damage.
10.1.1 The deductible or self-insured retention on this Commercial
General Liability policy shall not exceed $5,000 unless District has
ServIce Provider: City of Chula Vista
Board Date: N/A
Rec;uesung Department: Environmental Services
Page 6 of 15
7-11
approved of a higher deductible or self-insured retention in
writing.
10.1.2 The Commercial General Liability policy shall be endorsed to
include the District; its agents, officers, and employees as
additional insureds in the form as required by the District. An
exemplar endorsement is attached (Exhibit A, Certificate of
Insurance ).
10.1.3 The coverage provided to the District, as an additional insured,
shall be primary.
10.2 Commercial Automobile Liability (Owned, Scheduled, Non-Owned, or
Hired Automobiles) written at least as broad as Insurance Services Office
Form Number CA 0001 with limits of no less than two million dollars
($2,000,000) per accident for bodily injury and property damage.
10.3 Worker's Compensation in statutory required limits and Employer's
Liability in an amount of not less than one million dollars ($1,000,000) per
accident for bodily injury or disease. This policy shall be endorsed to
include a waiver of subrogation endorsement.
10.4 Professional Liability Insurance in the amount of $1 ,000,000 per claim and
$1,000,000 aggregate.
10.4.1 At the end of the agreement period, Consultant shall maintain, at
its own expense, continued Professional Liability insurance of not
less than five (5) years, in an amount no less than the amount
required pursuant to this Agreement
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 7 of 15
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10.4.2 Alternately, if the existing Professional Liability is terminated
during the above referenced five-year period, Consultant shall
maintain at its own expense, "tail" coverage in the same minimum
amount as set forth in this paragraph.
10.4.3 All coverages under this section shall be effective as of the
effective date of this Agreement or provide for a retroactive date
of placement that coincides with the effective date. of this
Agreement.
Service Provider shall furnish District with certificates of insurance coverage for
all the policies described above upon execution of this Agreement and upon
renewal of any of these policies. A Certificate of Insurance in the form
acceptable to the District, an exemplar Certificate of Insurance is attached as
Exhibit A and made a part hereof, evidencing the existence of the necessary
insurance policies and endorsements required shall be kept on file with the
District. Except in the event of cancellatio8 for non-payment of premium, in
which case notice shall be 10 days, all such certificates shall indicate that the
insurer must notify District in writing at least 30 days in advance of any change
in, or cancellation of, coverage. Service Provider shall also provide notice to
District prior to cancellation of, or any change in, the stated coverages of
insurance.
The Certificate of Insurance must delineate the name of the insurance company
affording coverage and the policy number(s) specifically referenced to each type
of insurance, either on the fact of the certificate or on an attachment thereto. If
an addendum setting forth multiple insurance companies or underwriters is
attached to the certificate of insurance, the addendum shall indicate the
insurance carrier or underwriter who is the lead carrier and the applicable policy
number for the CGL coverage.
SeliJice Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental SelVices
Page 8 of 15
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Furnishing insurance specified herein by the District will in no way relieve or limit
any responsibility or obligation imposed by the Agreement or otherwise on
Service Provider or Service Provider's sub-contractors or any tier of Service
Provider's sub-contractors. District shall reserve the right to obtain complete
copies of any of the insurance policies required herein.
11. ACCURACY OF SERVICES: Service Provider shall be responsible for the
technical accuracy of its services and documents resulting therefrom and District
shall not be responsible for discovering deficiencies therein. Service Provider
shall correct such deficiencies without additional compensation. Furthermore,
Service Provider expressly agrees to reimburse District for any costs incurred as
a result of such deficiencies. Service Provider shall make decisions and carry
out its responsibilities hereunder in a timely manner and shall bear all costs
incident thereto so as not to delay the District, the project, or any other person
related to the project, including the Service Provider or its agents, employees, or
subcontractors.
12. INDEPENDENT CONTRACTOR: Service Provider and any agent or employee
of Service Provider shall act in an independent capacity and not as officers or
employees of District. The District assumes no liability for the Service Provider's
actions and performance, nor assumes responsibility for taxes, bonds, payments
or other commitments, implied or explicit by or for the Service Provider. Service
Provider shall not have authority to act as an agent on behalf of the District
unless specifically authorized to do so in writing. Service Provider acknowledges
that it is aware that because it is an independent contractor, District is making no
deductions from its fee and is not contributing to any fund on its behalf. Service
Provider disclaims the right to any fee or benefits except as expressly provided
for in this Agreement.
13. ADViCE OF COUNSEL: The parties agree that they are aware that they have
the right to be advised by counsel with respect to the negotiations, terms and
Service Provider: City of Chufa Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 9 of 15
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conditions of this Agreement, and that the decision of whether or not to seek the
advice of counsel with respect to this Agreement is a decision which is the sole
responsibility of each of the parties hereto. This Agreement shall not be
construed in favor of or against either party by reason of the extent to which each
party participated in the drafting of the Agreement. The formation, interpretation
and performance of this Agreement shall be governed by the laws of the State of
California.
14. INDEPENDENT REVIEW: Each party hereto declares and represents that in
entering into this Agreement it has relied and is relying solely upon its own
judgment, belief and knowledge of the nature, extent, effect and consequence
relating thereto. Each party further declares and represents that this Agreement
is being made without reliance upon any statement or representation not
contained herein of any other party, or any representative, agent or attorney of
any other party.
15. INTEGRATION AND MODIFICATION: ThIs Agreement contains the entire
Agreement between the parties and supersedes all prior negotiations,
discussion, obligations and rights of the parties in respect of each other regarding
the subject matter of this Agreement. There is no other written or oral
understanding between the parties. No modifications, amendment or alteration
of this Agreement shall be valid unless it is in writing and signed by the parties
hereto.
16. OWNERSHIP OF RECORDS: Any and all materials and documents, including
without limitation drawings, specifications, computations, designs, plans,
investigations and reports, prepared by Service Provider pursuant to this
Agreement, shall be the property of District from the moment of their preparation
and the Service Provider shall deliver such materials and documents to District at
the Don L. Nay Port Administration Building (located at 3165 Pacific Highway,
San Diego. California 92101) whenever requested to do so by District. However,
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 10 of 15
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Service Provider shall have the right to make duplicate copies of such materials
and documents for its own file, or other purposes as may be expressly authorized
in writing by District. Said materials and documents prepared or acquired by
Service Provider pursuant to this Agreement (including any duplicate copies kept
by the Service Provider) shall not be shown to any other public or private person
or entity, except as authorized by District. Service Provider shall not disclose to
any other public or private person or entity any information regarding the
activities of District, except as expressly authorized in writing by District.
17. TERMINATION: In addition to any other rights and remedies allowed by law, the
Executive Director (President/CEO) of District may terminate this Agreement at
any time with or without cause by giving thirty (30) days written notice to Service
Provider of such termination and specifying the effective date thereof. In that
event, all finished or unfinished documents and other materials shall at the option
of District be delivered by Service Provider to the Don L. Nay Port Administration
Building (located at 3165 Pacific Highway, San Diego, California 92101).
Termination of this Agreement by Executive Director (President/CEO) as.
provided in this paragraph shall release District from any further fee or claim
hereunder by Service Provider other than the fee earned for services which were
performed prior to termination but not yet paid. Said fee shall be calculated and
based on the schedule as provided in this Agreement.
18. DISPUTE RESOLUTION: If a dispute arises out of or relates to this Agreement,
or the alleged breach thereof, and is not settled by direct negotiation or such
other procedures as may be agreed, and if such dispute is not otherwise time
barred, the parties agree to first try in good faith to settle the dispute amicably by
mediation administered at San Diego, California, by the American Arbitration
Association, or by such other provider as the parties may mutually select, prior to
initiating any litigation or arbitration. Notice of any such dispute must be filed in.
writing with the other party within a reasonable time after the dispute has arisen.
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page11of15
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Any resultant Agreements shall be documented and may be used as the basis
for an amendment or directive as appropriate.
If mediation is unsuccessful in settling all disputes that are not otherwise time
barred, and if both parties agree, any still unresolved disputes may be resolved
by arbitration administered at San Diego, California, by the American Arbitration
Association, or by such other provider as the parties may mutually select,
provided, however, that the Arbitration Award shall be non-binding and advisory
only. Any resultant Agreements shall be documented and may be used as the
basis for an amendment or directive as appropriate. On demand of the arbitrator
or any party to this Agreement, sub-contractor and all parties bound by this
arbitration provision agree to join in and become parties to the arbitration
proceeding.
The foregoing mediation and arbitration procedures notwithstanding, all claim
filing requirements of the Agreement documents, the California Government
Code, and otherwise, shall remain in full force/and effect regardless of whether or
not such dispute avoidance and resolution procedures have been implemented,
and the time periods within which claims are to be filed or presented to the
District Clerk as required by said Agreement, Government Code, and otherwise,
shall not be waived, extended or tolled thereby. If a claim is not timely filed or
presented, such claim shall be time barred and the above dispute avoidance and
resolution procedures, whether or not implemented or then pending, shall
likewise be time barred as to such claims.
19. PAYMENT BY DISTRICT: Payment by the District pursuant to this Agreement
does not represent that the District has made a detailed examination, audit, or
arithmetic verification of the documentation submitted for payment by the Service
Provider, made an exhaustive inspection to check the quality or quantity of the
services performed by the Service Provider, made an examination to ascertain
how or for what purpose the Service Provider has used money previously paid on
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 12 of 15
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account by the District, or constitute a waiver of claims against the Service
Provider by the District. The District may in its sole discretion withhold payments
or seek reimbursement from the Service Provider for expenses, miscellaneous
charges, or other liabilities or increased costs incurred or anticipated by the
District which are the fault of or as result of work performed or negligent conduct
by or on behalf of the Service Provider. Upon five (5) day written notice to the
Service Provider, the District shall have the right to estimate the amount of
expenses, miscellaneous charges, or other liabilities or increased costs and to
cause the Service Provider to pay the same; and the amount due the Service
Provider under this Agreement or the whole or so much of the money due or to
become due to the Service Provider under this Agreement as may be considered
reasonably necessary by the District shall be retained by the District until such.
expenses, miscellaneous charges, or other liabilities or increased costs shall
have been corrected or otherwise disposed of by the Service Provider at no
expense to the District. If such expenses, miscellaneous charges, or other
liabilities or increased costs are not corrected or otherwise disposed of at no
expense to the District prior to completion da',te of the Agreement, the District is
authorized to pay for such expenses, miscellaneous charges, or other liabilities
or increased costs from the amounts retained as outlined above or to seek
reimbursement of same from the Service Provider. It is the express intent of the
parties to this Agreement to protect the District from loss because of conduct by
or on behalf of the Service Provider.
20. CAPTIONS: The captions by which the paragraphs of this Agreement are
identified are for convenience only and shall have no effect upon its
interpretation.
21. EXECUTiVE DIRECTOR'S SIGNATURE: It is an express condition of this
Agreement that said Agreement shall not be complete nor effective until signed
by either the Executive Director (President/CEO) or Authorized Designee on
behalf of the District and by Authorized Representative of the Service Provider.
Page 13 of 15
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
7-18
21.1 Submit all correspondence, including invoices, regarding this Agreement,
including Insurance Certificates and Endorsements to:
David Merk, Director
Environmental Services Department
San Diego Unified Port District
P.O. Box 120488
San Diego, CA 92112-0488
Tel: (619) 686-6254
Fax: (619) 686-6467
Email: dmerk@portofsandiego.org
21.2 The Service Provider's Authorized Representative assigned below has the
authority to authorize changes to the scope, terms and conditions of this
Agreement:
Buck Martin, Director
Chula Vista Nature Center
1000 Gunpowder Point Drive
Chula Vista, CA 91910-1201
Tel: (619) 409-5900
Fax: (619) 409-5910
Email: bmartin@ci.chula-vista.ca.us
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Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Se0lices
Page 14 or 15
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21.3 Written notification to the other party shall be provided, in advance, of
changes in the name or address of the designated Authorized
Representative.
SAN DIEGO UNIFIED PORT DISTRICT
David Merk
Director, Environmental Services
PORT ATTORNEY
Duane E. Bennett
CITY OF CHULA VISTA
Cheryl Cox
Mayor
Approved as to form:
CITY ATTORNEY
Bart Miesfeld, Interim City Attorney
,
,
Service Provider: City of Chula Vista
Board Date: NJA
Requesting Department: Environmental Services
Page 15 of 15
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ATTACHMENT A
SCOPE OF SERVICES
San Diego Unified Port District
The District and Service Provider desire to combine efforts in order to continue an
ongoing Education Program focused on San Diego Bay wildlife and habitats.
Services Provided bv the City:
1) Curriculum and instruction of the Education Program for up to 90 classes. These
classes will consist of approximately 30 third grade classes within the District's
School Partnership Program (Logan, Bayside, Harborside, Silver Gate, Silver
Strand, Perkins and Kimball), and up to, but not exceeding, 60 classes (of all
grades) from other schools within the San Diego Bay watershed.
2) Curriculum and instruction of the teacher-training program for the teachers
participating in the Program.
3) Program administration.
4) Educational staff required to run the Project.
5) Project facilities.
6) Transportation for students and teachers by school bus or trolley to the Chula Vista
I
Nature Center.
7) Implementation of an Effectiveness Assessment consisting of pre- and post-tests to
be administered to all participating students. The pre- and post-tests will be geared
towards the third grade level and consist of at least five multiple-choice questions.
Pre-tests will be mailed to the teachers before the Education Program occurs so that
they can be administered in the classroom. Post-tests will be sent back with the
teachers to be administered in the classroom after the Education Program takes
place. All tests will be returned to the District for scoring and completion of the
Effectiveness Assessment.
8) A short report on the Project, including the numbers of students who participated
and a list of the participating schools.
Attachment A
Service Provider: City of Chura Vista
Board Date: N/A
Requesting Department: Environmental Ser.-ices
Page 1 of 1
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ATTACHMENT B
COMPENSATION & INVOICING
San Diego Unified Port District
I. COMPENSATION:
For the satisfactory performance and completion of the services under this
Agreement, District shall pay Service Provider compensation as set forth
hereunder.
A. Service Provider shall be compensated by District with four lump sum
payments as outlined below for services to be. performed on an annual
basis for four years, totaling $60,000 (Sixty Thousand Dollars) for the life
of the Agreement.
Fiscal Year
2008-2009
2009-2010
2010-2011
2011-2012
Lump Sum Payment
$15,000
$15,000
$15,000
$15,000
II. INVOICING:
A. Payment Documentation. As a prerequisite to payment for services, .
Service Provider shall invoice District annually for services to be
performed.
Service Provider shall include the following information on each invoice
submitted for payment by District, in addition to the information required in
Section I, above:
1) The following certification phrase, with printed name, title and signature
of Service Provider's. project manager or designated representative:
"I certify under penalty of perjury that the above statement is
just and correct according to the terms of Document No.
, and that payment has not been received."
2) Dates of service provided
3) Date of invoice
Attachment 8
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Services
Page 1 of 2
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4) A unique invoice number
District shall, at its discretion, return to Service Provider, without payment,
any invoice, which has been submitted without the above information and
certification phrase.
B. Invoices shall be mailed to the attention of: Kelly Makley, Environmental
Services Department, P.O. Box 120488, San Diego Unified Port District,
San Diego, CA 92112-0488.
C. Should District contest any portion of an invoice, that portion shall be held
for resolution, but the uncontested balance shall be processed for
payment. District may, at any time, conduct an audit of any and all
records kept by Service Provider for the Services. Any overpayment
discovered in such an audit may be charged against the Service
Provider's future invoices and any retention funds.
D. Service Provider shall submit all invoices within thirty (30) days of
completion of work. Payment will be made to Service Provider within thirty
(30) days after receipt by District of a proper invoice.
,
,
Attachment B
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department; Environmental Services
Page 2 of2
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By signing this fonm, the authorized agent or broker certifies the following:
(1) The Policy or Poiicies described below have been issued by the noted Insurer(s) [Insurance Company(ies)] to the Insured and
is (are) in force at this time.
(2) As required in the. Insured's Agreement(s) with the District. the poiicies include, or have been endorsed to include, the
coverages or conditions of coverage noted on page 2 of this certificate.
(3) Signed copies of all endorsements issued to effect require coverages or conditions of coverage are attached to this
certificate.
Return this form to: San Diego Unified Port District
Attn: Linda Wikstrom, Audit, Risk Management & Safety
P. O. Box 120488, San Diego, CA 92112-0488
FAX: 866.875-1993
Name and Address of Insured (Contractor or Vendor) SDUPD Agreement Number
This certificate applies to all operations of named Insureds property in
connection with all Agreements between the District and Insured.
CO LTR TYPE OF INSURANCE POLICY NO. DATES LIMITS
Commencement Date: Each Occurrence:
Commercial General Liability $
[J Occurrence Farm
[J Claims~made Form Expiration Date: General Aggregate:
Retro Date
Q Liquor Liability $
Deductible/SIR: S
Commercial Automobile Liability Commencement Date: Each Occurrence:
0 All Autos Expiration Date: $
0 Owned Autos
0 Non-Owned & Hired Autos ,I
Workers Compensation - Statutory Commencement Date: E.L. Each Accident $
Employer's Liability Expiration Date: E.L. Disease Each Employee $
E.L. Disease Policy Limit $
Professional Liability Commencement Date: Each Claim
0 Claims Made Expiration Date: $
Retro-Active Date
Excess/Umbrella Liability Commencement Date:
Each Occurrence: $
Expiration Date:
General Aggregate:$
CO L TR COMPANIES AFFORDING COVERAGE BEST'S RATING
A
B
C
D
A. M. Best Financial Ratings of Insurance Companies Affording Coverage Must be A- VII or Better unless Approved in Writing by the District.
Name and Address of Authorized Agent(s) or Broker(s) E-Mail Address:
Phone: Fax Number:
Signature of Authorized Agent(s) or Broker{s)
Date:
EXHIBIT A
CERTIFICATE OF INSURANCE
San Diego Unified Port District
ONLY THIS CERTIFICATE OF INSURANCE WILL BE ACCEPTED
Exhibit A
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department: Environmental Sen/ices
Page 1 of2
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ENDORSEMENT NO. EFFECTIVE DATE POLICY NO.
NAMED INSURED:
GENERAL DESCRIPTION OF AGREEMENT(S) AND/OR ACTlVITY(IES):
All written Agreements, contracts and leases with the San Diego Unified Port District and/or any and all activities
or work performed on district premises
SAN DIEGO UNIFIED PORT DISTRICT
REQUIRED INSURANCE ENDORSEMENT
All written Agreements, contracts, and leases with the San Diego Unified Port District
and/or any and all activities or work performed on District owned premises.
Notwithstanding any inconsistent statement in the policy to which this endorsement is attached or in
any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The San Diego Unified Port District, its officers, agents, and employees are additional insureds in relation to
those operations. uses, occupations, acts, and activities described generally above, including activities of the
named insured, its officers, agents, employees or invitees, or activities performed on behalf of the named
insured.
2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance or self-Insured
retention carried by the San Diego Unified Port District will be called upon to contribute to a loss covered by
insurance for the named insured.
3. The policy(ies) listed on this endorsement will 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.
4. As respects the policy(ies) listed on this endorsement, with the exception of cancellation due to nonpayment
of premium, thirty (30) days written notice by certified mail, return receipt requested, will be given to the San
Diego Unified Port District prior to the effective date of cancellati<Dn, change in coverage, reduction of limits or
non-renewal. In the event of cancellation due to nonpayment of premium, ten (10) days written notice shall be
given.
Except as stated above, and not in contiict with this endorsement, nothing contained herein shall be held to
waive, alter or extend any of the limits, Agreements or exclusions of the policy(ies) to which this endorsement
applies.
(NAME OF INSURANCE COMPANY)
(SIGNATURE OF INSURANCE COMPANY AUTHORIZED REPRESENTATIVE)
MAIL THIS ENDORSEMENT AND NOTICES OF CANCELLATION,
LIMIT REDUCTIONS, AND CHANGES IN COVERAGE TO:
San Diego Unified Port District
Audit, Risk Management & Safety
P.O. Box 120488
San Diego, CA 92112-0488
Exhibit A
Service Provider: City of Chula Vista
Board Date: N/A
Requesting Department Environmental Services
Page 2 of 2
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