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HomeMy WebLinkAbout2008/07/22 Item 8 CITY COUNCIL AGENDA STATEMENT ~(~ CITY OF ~-..:s (HUlA VISTA Jill Y 22, 2008, Item~ ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE AGREEMENT WITH THE SAt'\! DIEGO UNIFIED PORT DISTRICT FOR AN ENDANGERED LIGHT-FOOTED CLAPPER RAIL PROPAGATION PROGRAM'" THE CHULA VISTA NATURE CENTER. RECREATION D~~ CITY MANAGER ~ - ASSISTAt'\!T CITY 1, AGER =;>'/ SUBMITTED BY: REVIEWED BY: 4/STHS VOTE: YES D NO 0 SUMMARY Nature Center staff has been working with the San Diego Unified Port District to partner in the coordination of a propagation program at the Chula Vista Nature Center for the critically endangered Light-footed Clapper Rail. The Nature Center currently participates in a breeding program for these birds along with other agencies, including the U.S. Fish and Wildlife Service. ENVIRONlVIENTAL 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 7 categorical exemption pursuant to Section 15307 (Actions by Regulatory Agencies for Protection of Natural Resources) of the State CEQA Guidelines. Thus, no further environmental review is necessary. RECOM..IVIENDATION Council adopts the resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. 8-1 JUL Y 22, 2008, Item q Page 2 of3 DISCUSSION Nature Center staff has been working with the San Diego Unified Port District (port) to partner in the coordination of a propagation program at the Chula Vista Nature Center (CVNC) for the critically endangered Light-footed Clapper Rail. The Nature Center currently participates in a breeding program for these birds along with other agencies, including the U.S. Fish and Wildlife Service. The Light-footed Clapper Rail, Rallus longirostris levipes, is a year-round resident (non- migratory). Its population has been declining due to the loss of its habitat: coastal salt and freshwater marshes. It was listed as federally endangered in 1970. The Nature Center actively participates in a breeding program, which has successfully released over 170 captive-bred birds into the wild. According to the agreement, the City agrees to the following components of the project at the Nature Center: . The CVNC shall maintain a minimum of two breeding pairs of Light-footed Clapper Rails (rails). . The CVNC shall continue husbandry, exhibition and breeding of the rail pairs. . The CVNC shall continue prerelease conditioning, observation and care for all captive-bred rails by CVNC staff. a The CVNC shall continue yearly rail surveys in the spring. a The CVNC shall improve rail-breeding opportunities by deploying and maintaining . , artificial nest structures to assist with breeding success. . The CVNC shall release young rails into the wild, in conjunction with the U.S. Fish and Wildlife Service. Since 2000, the CVNC has released over 170 young rails into the wild. a The CVNC shall acknowledge support from the Port and the environmental fund in publications and during events. a The CVNC shall provide proof of matching funds. a Once the project is completed, the CVNC shall make a presentation to the Board of Port Commissioners, Environmental Committee, and/or Port Environmental Department Staff. a The CVNC shall provide written progress reports in January 2009, July 2009, January 2010, July 2010, January 2011, and a final report in June 2011. This agreement is the renewal of the ongoing partnership between the Port and the Nature Center for Clapper Rail breeding. The matching funds described in the agreement currently exist within the Nature Center budget. Funds currently budgeted include staffing, supplies, maintenance costs, and animal food costs. In the past, the agreement has been issued on an annual basis; however, the new proposed agreement provides a three-year term. The Port will compensate the City with semi-annual payments of $15,000. 8-2 JULv 77 7008 I c'. L __,_ , tem~ Page 3 of3 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 $30,000 in annual general fund revenue for Nature Center operations. Actual costs to support the program (such as animal food) are expected to be minimal and can be absorbed by the approved operating budget. ATTACHMENTS A. Agreement Between San Diego Unified Port District and City of Chula Vista for Light-footed Clapper Rail Propagation Program Prepared by: Kerry Laube, Program }vfanager, Nature Center , ! 8-3 RESOLUTION NO. 2008- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AN AGREEMENT WITH THE SAN DIEGO UNIFIED PORT DISTRICT FOR A LIGHT-FOOTED CLAPPER RAIL PROPAGATION 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 a propagation program at the Chula Vista Nature Center for the critically endangered Light-footed Clapper Rail (Rail); and WHEREAS, over 170 captive-bred birds have been released into the wild since the Nature Center established the program in 2002; and \VHEREAS, the proposed project makes use of the existing breeding program staff and supplies at the Chula Vista Nature Center, in conjunction with the U.S. Fish and Wildlife Service and other like agencies. 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 Light-footed Clapper Rail Propagation Program at the . J Chula Vista Nature Center. ! Proposed by Approved as to form by Buck Martin Recreation Director ~~ d- L~ )~~ Bart Miesfeld (/ Interim City Attorney 8-4 THE A IT ACHED AGREEMENT HAS BEEN REVIE 'NED ANTI APPROVED AS TO FORi\1 BY THE CITY ATTORi"\!EY'S OFFICE AND WILL BE FORi\1ALL Y SIGNED UPON APPROVAL BY THE CITY COUNCIL .~L~~ (L k~ i-t~ Bart C. Miesfeld (J Interim City Attorney Dated: 7//Jh1 I I Agreement between San Diego Unified Port District and City of Chula Vista for Light-Footed Clapper Rail Propa,gation Program 8-5 AGREEMENT BETWEEN SAN DIEGO UNIFIED PORT DISTRICT and CITY OF CHULA VISTA for LIGHT-FOOTED CLAPPER RAIL PROPAGATION PROGRAM The partieslo this Agreement are the 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 a[1 times. i 2. TERM OF AGREEMENT: This Agreement shall commence on July 1, 2008, and shall terminate on June 30, 2011, subject to earlier termination as provided below. 3. COMPENSATION: For performance of services 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 shall not exceed $30,000 for each year of services for a total Agreement amount not to exceed $90,000. Said expenditure shall include without limitation all sums, charges, reimbursements, costs and expenses. Service ?rovider: C tV of Chula Visca Board Date: Ju~e 1 ,'2003 Requescing Depa~tme t: 2nviror-ment~1 Se~~ices Page 1 of 15 8-6 Service Provider shall not be required to perform further services after compensation has been expended. 3.2 Lump Sum Payments. District shall pay Service Provider Fifteen Thousand Dollars ($15,000) semi-annually. As a prerequisite to payment for services, Service Provider shall invoice District on a semi-annual basis based on progress reports as described in subparagraph (3.3) below. Service Provider shall submit one (1) original and one (1) copy of each statement for payment in the format and containing the information specified in Exhibits A and B. 3.3 Progress Documentation. Service Provider shall provide District progress reports in January 2009, July 2009, January 2010, July 2010 January 2011 and a final report in June 2011. Progress reports shall include a description of work completed, anticipated work for the next reporting period, percentage of work complete, and the expected I completion date for remaining work. I The report shall identify problem areas and important issues that may affect project cost and/or schedule. The report shall present actual percent completion versus planned percent completion. 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 Page 2 of 15 Se~ice Provider: City oE Chula Vista Board Date: June 10, 2008 Reques~ing Depa=tment: Envircnmental Services 8-7 all disputes, appeals, litigation or claims arising 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 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 Serrice Provider: City of Chula Vista Board Date: June 10, 2008 Requesting Department: Environmental Services Page 3 of 15 8-8 Provider's sub-contractors satisfy all substantive requirements for the work set forth by this Agreement, including insurance and indemnification. Listed below are the firms that the District has approved as Service Provider's sub-contractors to provide services under this Agreement: NAME OF FIRM TYPE OF SERVICES PROVIDED No subcontractors will be used without the written consent of District 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 .1 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, 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. Se~rice Provider: Cicy of Chula Vista Board Date: June 10, 2008 Requestir.g De~artment: Envircnmental Se~rices Page 4 of 15 8-9 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. ,I 9. INDEMNIFICATION: ,I 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 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 Se=vice Provider: City of Chula Vista 3ca=~ Date: June 10,-2008 Requesti~g Depa=tmen~: Env~=onme~~al Se~~ices Page 5 of 15 8-10 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 witli 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 the active negligence, sole negligence or willful misconduct of District, its agents, officers, or employees. Service Provider: City of Chula Vista Bear:: Date: June 10, 2008 Requesting Department: Environmental SerJices Page 6 of 15 8-11 The Service Provider further agrees that the indemnification, including the duty to defend District, requires the Service Provider to pay reasonable attomeys' 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 defense. 10. INSURANCE REQUIREMENTS: Service Provider shall at all times during the I term of this Agreement maintain, at its expehse, the following minimum levels and types of insurance: 10.1 Commercial Generai Liability (including, without limitation, Contractuai 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. a. The deductible or self-insured retention on this Commercial General Liability shall not exceed $5,000 unless District has approved of a higher deductible or self-insured retention in writing. Service P~ovider: City of Chula Vista Board Date: June 10,-2008 Requesting Department: Environmental Services Page 7 of 15 8-12 b. 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). c. 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. At the end of the agreement period, Consultant shall maintain, at it's 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 a. 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. Page 8 of 15 Ser/ice ~rovicer: City ~f Chula Vis~a Board Date: June 10, .2008 Requesting De?art~ent: Environmental Se~Eices 8-13 b. 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 cancellation 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. 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. SerJice Provider: city of Chula Vista Board Date; June 10,+2008 Requesting Depa=tmenc; ~nvircnmental SerJ~Ce5 Page 9 of 15 8-14 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 'ot 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 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 Service Provider: City of Chula Vista Beard Dat~: June 10,"2003 ~eques~ing Depa=~merr~: Environmental Ser.ices Page 10 of 15 8-15 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 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 Page 11 of 15 Ser~ice Provide=: City of Chula Vista Board Date: June 10, 2008 Requesting !Jepart:me~':; ::;r,:/i::"c:,~men':3.1 Ser<.rices 8-16 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 I 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 rnay 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. Any resultant Agreements shall be documented and may be used as the basis for an amendment or directive as appropriate. Service Provider: City of Chula Vista Board Date: June 10, 2008 Requesting Depa=tmen~: En~iro~menta~ Se~Jices Page 12 of 15 8-17 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 rnay be used as the basis for an amendrnent 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 I 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 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 Page 13 of 15 Service Provider: City of Chula Vista Board Date: June 10,"2003 Requesting Department: Environmental Services 8-18 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 date of the Agreement, the District is authorized to pay for such expenses, miscellaneous charges, or other liabilities I or increased costs from the amounts retairied 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. Service !?~ovider: Citv of Chula vis:::a 30ard Da~e: June 10, .200B ~equesting Department; Environmental Services Page 14 of 15 8-19 21.1 Submit all correspondence, including invoices, regarding this Agreement, including Insurance Certificates and Endorsements to: E. David Merk, Director Environmental Services Department San Diego Unified Port District P.O. Box 120488 San Diego, CA 92112-0488 Tel. 619-686-7239 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-~ista.ca.us 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 CITY OF CHULA VISTA E. David Merk Director, Environmental Services Cheryl Cox Mayor PORT ATTORNEY CITY ATTORNEY Approved as to form Duane E. Bennett Bart Miesfeld, Interim City Attorney Service Provider: Citv of C~~la vi$~a Bca=d Date: J~ne 10, .2008 Requesting Department: Environmental Services Page 15 0115 8-20 ATTACHMENT A SCOPE OF SERVICES San Diego Unified Port District The District and the City of Chula Vista's Chula Vista Nature Center (CVNC) desire to combine efforts in order to continue an ongoing Light-Footed Clapper Rail Propagation Program. To continue the success of this program: 1) The CVNC shall maintain a minimum of two breeding pairs of Light-footed Clapper Rails (rails). 2) The CVNC shall continue husbandry, exhibition and breeding of the rail pairs. 3) The CVNC shall continue prerelease conditioning, observation and care for all captive-bred rails by CVNC staff. 4) The CVNC shall continue yearly rail surveys in the spring. 5) The CVNC shall improve rail breeding opportunities by deploying and maintaining artificial nest structures to assist with breeding success. 6) The CVNC shall release young rails back into the wild, in conjunction with the U.S. Fish and Wildlife Service. Since 2000, the CVNC has released over 170 young rails into the wild. , 7) The CVNC shall acknowledge support from the District and the environmental fund in publications and during events. 8) The CVNC shall provide proof of matching funds. 9) Once the project is completed, Service Provider shall make a presentation to the Board of Port Commissioners, Environmental Committee, and/or District Environmental Department Staff. 1 O)Service Provider shall provide District written progress reports in January 2009, July 2009, January 2010, July 2010 January 2011 and a final report in June 2011. Attachment A Service Provider: City of Chula Vista Board Date: June 10, 2008 Requesting Department Environmental Services Page 1 of 1 8-21 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. Service Provider shall be compensated and reimbursed by District in lump sum payments of $15,000 each on the basis of invoices submitted semi-annually with the required progress report. II. INVOICING: A. 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, and Section 3 of the Agreement: 1) The following certification phrase, with printed name, title and signature of Service Provider's project manager or designated representative: "1 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 4) A unique invoice number 5) Progress Report for the previous half year 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: E. David Merk, Environmental Services Department, P.O. Box 120488, San Diego Unified Port District, San Diego, CA 92112- 0488. C. Service Provider shall indicate on last invoice submitted for payment: FINAL INVOICE. Page 1 of 1 Attachment B Service Provider: City of Chula Vista Board Date: June 10, 2003 Reques~ing De~art~ent: ~nvironmen~al Se~~ices 8-22 EXHIBIT A CERTIFICATE OF INSURANCE San Diego Unified Port District By signing this form, the authorized agent or broker certifies the following: (1) The Policy or Policies described below have been issued by the noted Insurer(s) [Insurance Company(les)] to the Insured and is (are) in force at this time. (2) As required in the Insured's Agreement(s) with the District, the policies 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 Alln: 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) SOUPO 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 Commercial General Liabilitv Commencement Date: Each Occurrence: u Occurrence Form - Claims-made Form $ Retro Date D Liquor Liability Expiration Date: General Aggregate: Deductible/SIR: $ $ Commercial Automobile Liability Commencement Date: Each Occurrence: 0 All Autos Expiration Date; $ 0 Owned Autos i ~ , Workers Compensation - Statutory Commencement Date: E.L. Each Accident $ Employer's Liability Expiration Date: E.L. Disease Each Employee $ E.L. Disease Polio' 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 LTR 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: ONLY THIS CERTIFICATE OF INSURANCE WILL BE ACCEPTED Exhibit: A Se:r-vice Prov.:.d.er: C:.t:v of Chula Vista Board Date: June 10,"2008 Requesting Cepartment: Environmental Serfices Page 1 of 2 8-23 SAN DIEGO UNIFIED PORT DISTRICT REQUIRED INSURANCE ENDORSEMENT ENDORSEMENT NO. EFFECTIVE DATE POLICY NO. NAMED INSURED: GENERAL DESCRIPTION OF AGREEMENT(S) AND/OR ACTIVITY(IES): All written Agreements, contracts and leases with the San Diego Unified Port District and/or any and ali activities or work performed on district premises 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 poiicy 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 separateiy to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's ligbilily. 4. As respects the policy(ies) listed on this endorsement, with thJ 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 cancellation, 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 conflict 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 Page 2 of 2 Exhibit A Serrice Provider: City of Chula Vista aoa~c Date: June 10, 2008 Requesting Departmenc; Envircnmental SerJices 8-24