HomeMy WebLinkAbout2022 CON EcoHero - Anti-Littering EducationAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
THE ECOHERO SHOW LLC
THIS AGREEMENT is entered into on this 4th day of January, 2022, by and between. the
CITY OF NATIONAL CITY, a municipal comoration (the "CITY"), and THE ECOHERO
SHOW LLC, a limited liability corporation (the "CONSULTANT").
RECITALS
AREAS, the CITY desires to employ a CONSULTANT to provide educational in -
person and live -streaming presentations to promote anti -littering and bottle/can messaging to
National City elementary schools.
WHEREAS, the CITY has determined that the CONSULTANT is an educational
company that provides a program and presentation which introduces and educates elementary
school students on .stainable cultures at school such as litter reduction and recycling and is
qualified by experience and ability to perform the services desired by the CITY, and the
CONSULTANT is willing to perform such services.
NOW, THEREFORETHE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
I . NGAG MEN . of .CON5ULTANT. The CITY agrees to engage the
CONSULTANT to provide educational in -person and live -streaming presentations to promote
anti -littering and bottle/can messaging to National City elementary schools, and the
CONSULTANT agrees to perform the services set forth here in. accordance with all terms and
conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the .CONS LT NT .
i 2. EFFECTIVE DATE AND NG OF GREY . This Agreement will
become effective on January , 2022. The duration of this Agreement is for the period of January
4, 2022 through January 3, 2023, This. Agreement may be extended by mutual agreement upon
the same tens and conditions for an additional one 1 year term. Any extension of this
Agreement must be approved in writing by the City Manager.
. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth
in the attached Exhibit "A".
The .CONSULTANT shall be responsible for all research and reviews related to the
work and shall not rely on personnel of the CITY for such services, except as authorized in advance
by the CITY.
The. CITY may unilaterally, or uponrequest from the CONSULTANT, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good. faith
and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services.
4. PROJECT_ COORDINATION AND SUPERVISION. Director of Public
Works/City Engineer hereby is designated as the Project Coordinator for the CITY and will
monitor the progress and execution of this Agreement. The CONSULTANT T shall assign a single
Project Director to provide supervision and have overall responsibility for the progress and
execution of this Agreement for the CONSULTANT. Brett Edwards, CEO, Onwer, thereby is
designated as the Project Director for the CONSULTANT.
5. COMPENSATION AN , PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall
include labor classifications, respective rates., hours worked and also materials, if any. The total
cost for all workdescribed in Exhibit "B" shall not exceed .15,5 2. 0. The compensation 'or the
CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B". Monthly invoices will
be processed for payment and remitted within thirty days from receipt of invoice, provided
that work is accomplished consistent with Exhibit "A", as determined by the CITY..
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounti.grecords, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONSULTANT and the CITY cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT in this
Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten(10)
business days, the CONSULTANT and, the CITY shall each prepare a report which supports their
position and file the samewith the other party. The CITY shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance and/or the
compensation payable to the CONSULTANT.
T.
7. DISPOSITION AN OWNERSHIP OF . DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents . prepared by the
CONSULTANT for this project, whether paper or electronic, shall: 1 be free from defects; (2)
become the property of the CITY for use with respect to this project; and shall be turned over
to the CITY upon completion of the project, or any phase thereof, as contemplated by this
Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to th'e CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY' S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall,
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upon request of the CITY, execute any further document(s) necessary to further effectuate this
waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify,
assign, transfer, or i i any other way, medium, or method utilize the CONSULTANT'S written
work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims
any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual
property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONSULTkNT shall relieve the CONSULTANT from liability under Section 1 ,
but only with respect to the effect of the modification, or reuse by the CITY, or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
8. MEMNDE1',44T CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT' S
employees are employees of the CITY, and are not entitled to any of the rights, benefits., or
privileges of the CITY' S employees, including but not limited to retirement, medical,. unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'S employees, and it is recognized by the parties that a substantial. inducement
to the CITY for entering into this Agreement was, and is, the professional reputation and
competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest
herein, may be assigned by the CONSULTANT without the prior written consent of the CITY.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or SUBCON•SULTANTS, as the CONSULTANT may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONSULTANT with its
SUBCONS TANT $ shall require the SAC NS TANT S to adhere to the applicable
terms of this Agreement.
9. . C.OTROL.. Neither the CITY, nor its officers, agents, or employees_ shall have
any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees,
except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents.,
servants, or employees are not in any mar agents, servants, or employees of the CITY. The
CONSULTANT and its agents, servants, and employees are wholly independent from the CITY
and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance of the services to be provided herein, shall comply with all applicable state and federal
statutes and regulations, and all applicable ordinances, rules, and regulations of the City .of
National City, whether now in force or subsequently enacted. The CONSULTANT T and each of its
SUBNSLTANT S , shall obtain and maintain a current City. ofNati nal City business license
prior to and, during performance of any work pursuant to this Agreement.
11. LICENSES PERMITS ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, palifications, and approvals of whatever nature that are legally
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required to practice its profession. CONSULTANT T must promptly produce a copy of any such
license, permit, or approval to CITY upon request. The CONSULTANT represents and.coenants
that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing ny services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT LTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation.
proceedings concerning the CONSULTANT'S professional performance or the furnishing of
materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when
no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products,
materials, processes or treatments identified. in the project documents prepared for the CITY are
reasonably commercially available, Any failure by the CONSULTANT to use due diligence under
this sub -section will render the CONSULTANT liable to the CITY for any increased costs that
result from the CITY'S later inability to obtain the specified items or any reasonable substitute
within a price range that allows for project completion in the time frame specified or, when not
specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition, The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex sexual orientation, marital
status, national origin, physical handicap, or medical condition. Such action shall include but not
be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation, and selectionfor
training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY setting
forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT crtainconfidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such
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information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 14,however, shall not apply to any
part of the information that 0 has been disclosed in: publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the C NS LTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure. thereof has 'been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, rectimmendations, conclusions
or other results of the services or the existence of the subj ect matter of this Agreement without the
prior written cons e t of the CITY. In its performance hereunder, the CONSULTANT shall comply
with all legal obligations it may now or hereafter have respecting the information or other property
of any other person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 1 5.
15. INDEMNIFICATION AND HOLD ILLARMLESS. To the maximum extent provided by
law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of National
City, its officers, officials, agents, employees, and volunteers against and from any and all liability,
loss, damages to property, injuries to, or death of any person or persons, and all claims, demands,
suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature,
including workers' compensation claims, of or by anyone whomsoever, resulting from or arising
out of the CONSULTANT'S performance or other obligations under this Agreement; provided,
however; that this indemnification 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,
employees or volunteers. CITY will, cooperate reasonably in the defense of any action, and
CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
16. EMPLOYEE PAYMENTS AIN
INDEMNIFICATION.
16.1 PAR. S Eligibility Indemnification. if CONTRACTOR' s employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees ees etireme .t System ("PERS") to be eligible for enrollment in S
of the CITY, CO TRACT R shall indemnify, defend, andhold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employees well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement ent shall not:
(1) qualify for any compensation and benefit under PERS; 2 be entitled to any benefits under
PERS; 3 enroll in PERS as an employee of CITY; receive any employer contributions paid
by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue
to a CITY employee. C TT A CT 's employees hereby waive any claims to benefits or
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compensation described in this Section 16. This Section 16 applies to CONTRACTOR
notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the
contrary.
16.2 Limitation of CITY I iahili . The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation. to which CONTRACTOR and
CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will notmake any federal
or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
16.3 ndennlflcation o rnploy _.Paits. CONTRACTOR agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of(1)
CONTRACTOR, 2 any employee of CONTRACTOR, or any employee of CONTRACTOR
construed to be an employee of. the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of
the provisions of the workers' Compensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4 and of the California Labor Code and all amendments
thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold
harmless the CITY and its officers, employees, and volunteers from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and description,
including reasonable attorney's fees and defense costs presented, brought or recovered against the
CITY or its officers, employees, or volunteers, for or on account of any liability under any of said
acts which may be incurred by reason of any work to be performed by the CONSULTANT under
this Agreement.
18. INSURANCE. The. CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its S T CO S TANT S , when applicable, to purchase and
maintain throughout the tern of this Agreement, the following insurance policies: A. [1 If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering allbodily injury and property
damage incurred during the performance of this Agreement, with a minimum coverage of
$1,000,000 combined single limit per accident. Such automobile insurance shall include owned,
non -owned, and hired vehicles. The policy shallname the CITY and its officers, agents,
employees, and volunteers as additional insureds, and a separate additional, insured endorsement
shall be provided.
C. Commercial General Liability Insurance, with minimum limits of
either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
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name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location". The "project" or "location" should be noted with specificity
on an endorsement that shall be incorporated into the policy.
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements ents covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
E. Sexual Abuse or Molestation (SAM) LIAMlity Insurance covering
Sexual Abuse and Molestation with a li of of no less than $1,000,000 per occurrence or claim.
F. If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
F. The aforesaid policies shall constitute primary insurance as to the
CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY
shall not contribute to any loss under said ins ranee. Said policies shall provide for thirty (30) days
prior written notice to the MITY's Risk Manager, at the address listed in subsection G below, of
cancellation or material change.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
H. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
co Risk Manager
1243 National City Boulevard
National. City, CA 91950-4397
Insurance shall be written with only insurers authorized to conduct business
in California that hold a current policy holder's alphabetic and financial size category rating of not
less than A:WI according to the current Best' s Key Rating Guide, or a company of equal financial
stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -
admitted "surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ("LASLI") and otherwise meet rating requirements.
J. This Agreement shall not take e effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by the
CITY'S Risk Manager. If the CONSULTANT does not keep all insurance policies required by
this Section 18 in full force and effect at all times during the term of this Agreement, the CITY
may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as provided herein.
K, All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and: approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 18, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
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If the CONSULTANT maintains broader coverage or higher limits (or both)
than the m mum limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY.
19. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then. in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court
settlement, shall .e entitled to have and recover of and from the other party all costs and expenses
of suit, including attorneys' fees.
For purposes of determining who is to be consideredthe prevailing party, it is stipulated
that attorney's fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount of the judgment or award. Attorne y's fees to the prevailing
party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred
by the CITY in its.' prosecution or defense of the action, irrespective of the actual amount of
attorney's fees incurred by the prevailing party.
20. TERMLNATION.
A. This Agreementmay be terminatedwith or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. uring said 0-day period the CONSULTANT shall perform all services in
accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for cause
in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in
connection. with the formation of this Agreement or the performance of services, or the failure to
perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written.
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, vings, Plans, Specifications and other documents prepared by 'the CONSULTANT,
whether paper or electronic,shall immediately become the property of ' and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less .any damages
caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written
material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: 1 the filing of a petition in bankruptcy affecting the CONSULTANT; 2 a
reorganization ation of the CONSULTANT for the 'benefit of creditors; or a business reorganization,
change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphedor cabled; or delivered or sent .by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of i if personally
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delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail, the business day following its deposit in such overnight mail facility, iii if mailed
by registered, certified or ordinary mail, five days (ten (10) days if the address is outside the
State of California) after the date of deposit in a post office, mailbox, mail chute, or other like
facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable,
when delivered to the telegraph company with charges prepaid, or if given by telex, telecopy,
facsimile or fax, when sent. Any notice, request, demand, direction or other communication
delivered or sent as specified above shall be directed to the following persons:
To CITY: Director of Public Works/City Engineer
Engineering & Public Works Department
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONSULTANT:
Brett Edwards
CEO, Owner
The EcoHero Show LLC
2012 W. Alluvial Ave.
Fresno, CA 93711
Notice of change of address shall be given by written notice in the manner specified
in this Section. Rejection r other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice, demand,
request or communication sent. Any notice, request, demand, direction or other communication
sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight hours by
letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
PPIAGADOM. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONS /6NT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANThas a, material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
all. times comply with the terms of the Political ReformAt and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way ally matter coming before the CITY in which the CONSULTANT
has a financial interest as defined in Government nt Code Section 87103. The CONSULTANT
represents that it has noknowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY.
If checked, the CONSULTANT shall. comply withall of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file -a Statement of Economic Interests with the City Clerk
of. the City of National. City in a timely manner on forms which the CONSULTANTshall 'obtain
from the City Clerk.
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The CONSULPil\IT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all, public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 17 0. ,
1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply
and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
24. _ADMINISTRATIVE PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement sh.all not be deemed to confer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. .Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement shall control.
F. Amendment to this Agreement. The terms of this Agreement ent may not be
modified or amended except by an. instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption oifRights. CONSULTANT shall not assign this
Agreement, iwhole or in part, to any other party without first obtaining the written consent of
CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall, not operate as a waiver of any future breach of any such provision or any other provision
hereof
Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue for any legal action arising under
this Agreement shall be in either state or federal court in the C9iunty of San Diego, State of
California.
J. Audit. Ifthis Agreement exceeds ten -thousand dollars $1 ,o o , the parties
shall be subject to the examination and audit of the State Auditor for a period of three 3 years
after final payment under the Agreement, per Government Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
Page 10 of 2.
Standard Agreement
City of National City and
Revised July 2021 The &c off r Show LLC
by either party hereto, or by or o an employee, officer, agent or representative of any party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of th.e successors and assigns of the parties hereto.
M. Subcontractors or Subconsultants. The CITY is engaging the services of the
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion o.f the work under this Agreement is subcontracted,
the s beonsulCant s shall be required to comply with and agree to, for thebenefit of and in favor
of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless
provision of Section 15 of this Agreement.
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Standard Agreement t Page 11 of 12
Revised July 2021 The Ecollero Show LLC
City of National City and
N. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement, or any portions hereof, or any
amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY 'F NATIONAL CITY
By:
Brad Raulston, City Manager
APPROVED AS TO FORM:
By:
Charles E. Bell Jr.
City Attorney
THE ECOHERO SHOW LLC
(Corporation—stnatures of two corporate officers required!
(Partners -hip ship or Sole proprietorship — one . i r&tur•e)
vV(1 c1
('Print)
Ov1ntri (E0
(Title)
By:
(Name)
•
r ni t).
(Title.)
Standard Agreement
Page 12 of 12
City of National City and
Revised July 2021 The Econero Show LLC
EXHIBIT A
INEECORE SRO
TAIKANZWAtittr
e gegtiercShow LLC
2 VV. Alluvial
Fresno, C . S
2-•
•sponsors@.ecoheroshow.com
https:thwitecoheroshow.com
Scope of Work for
National City
Date:
November 2021
Summary:
National City is considering hiring The EcoHero Show to promote anti -
littering and bottle/can messaging in elementary schools, funded by
CaiRecycle Beverage Container Funds.
About The EcoHero SI, ow:
We believe monumental change begins with youth and combined our
passions for hip -hop and sustainability to create The EcoHero Show. Since
2015, Mr. Eco and his EcoHero sidekicks have performed for schools
around the globe, with the philosophy that every kid can change the world!
Through our program, we introduce students to sustainability issues and
how they can get involved: Performers teach dances or call & responses to
each of their music videos. Between songs, various topics are discussed
through storytelling & trivia to illustrate how students can have an impact
on their ecosystem at home and at school.
Our Whole School Assemblies are 40 minutes long and developed for
students in K — 6th grades. These are presented either virtually or in
person. We will reach schools based on their preference this upcoming
school year as there are still many uncertainties.
Our Classroom Presentations are 40 minutes long and developed for
students in 2Id — 5th grades. These are presented virtually by streaming
directly into individual classes.
Click rere to watch our assembly overview video.
Click here to watch our classroom overview video.
Experience:
• The EcoHero Show has been hired by 120+ cities/counties in CA,
with the majority using CaiRecycle grans.
• We have performed environmental shows programming for 1,600+
schools in five countries reaching 800,000+ students.
Our YouTube channel has 20,000+ subscribers and 2.6 million
views
Ir.
• The EcoHero Show has adapted their program to suit both in -person
and liv-streaming performances.
Our Assemblies will Accomplish the Following.
• Reinforce and create a sustainable culture at schools
• Education on CRV recycling
• Education in litter reduction
• Increase overall recycling in the schools
• Promote personal behavior change to adopt at school and home
• inspire EcoHero leaders for their life
How Our Process Works:
• We handle all of the communications with schools. This includes
promotion, scheduling, logistics management, anddata collection.
• We work with you to incorporate messaging unique to your
jurisdiction prior to our first performance,
• A schedule: is sent out monthly and city/county staff are welcome to
view the show if they would like.
• We send End -of -Year reports that outline the number of schools &
students reached, testimonials, and survey results.
• Students can continue learning through The EcoHero Club and on
our YoLiTube page. Teachers are also sent classroom curriculum
should they wish to offer additional education on the topics
presented after the show.
CIic*here to view the End -of -Year Report we sent to one of our past
sponsors, Sonoma County.
Follow-up Class Curriculuni:
One of our performers, Jordan Anderson, has a teaching credential from
UC Berkeley. He created additional learning activities for students to do in
class following our shows. We cannot guarantee teachers will provide this
lesson, but we will be sharing the materials with them so they have the
option to do so.
Click here to review the post -presentation EcoHero Curriculum.
Surveys & Testimonials:
We conduct surveys after each performance to receive immediate
feedback from students, teachers, and assembly coordinators. The results
of these surveys, as well as any testimonials received, will be included in
the End -of --Year report sent to sponsors.
3
1
Q/jpk here to watch a 2nd grade "Principal of the Day" from Indio visiting and
thanking City Council members for bringing our show to her school.
Long Term Impact:
It can be challenging to fully track the positive impact our shows are
making on students in the long term. However, social media has allowed
some of that to surface with students now in high school reaching out to
us. Below is one of the comments we received on a YouTube video.
"Not sure if you remember me because it was several years ago, but you
visited my elementary school called Har/oe. I'm now a Freshman in high
school. I need to give you a lot of credit for how you changed me. Before �
was your average run of the mill kid crazed about video games. Now I am
part of a student council encouraging community service and aspiring to
become a law enforcement ranger of the national park service. It wasn't all
you that turned me out to be like this, but you certainly hit the on switch.
have major respect for your work and hope you can spread this knowledge
to students everywhere!"
-The Cook, YouTube User
Performance Pricing:
• In -Person Whole School Assemblies: $1,050 per school
• Live -Streaming Whole School Assemblies: $850 per school
• Classroom Presentations: $275 per class
We reach students using the three methods above, while remaining within
the allotted budget you provide. This pricing covers all costs related to
booking and performing at schools.
No Risk:
We only charge for the performances after they are fully completed. So if
we are unable to book the amount of schools originally agreed upon, you
can then reallocate those funds to other projects. We provide booking
updates throughout the year so you can plan accordingly.
Special Offering Custom Song + Lyric Video:
if you know you want to include this in our program, pease contact us for
more information. This pricing listed below covers all costs related to
custom song & lyric video development.
• Original Song Creation: $5,000
• Original Song Enhancements:
0 Lyric Video Creation: $2,500
Click here to access our Custom Song & lyric Video overview flyer,
CalRecycle Approval Process:
Although we have repeatedly been approved by CalRecycle, they do not
give "blanket endorsements". CalRecycle wants each city & county to go
through the process of getting our program officially approved from their
Local Jurisdiction CalRecycle regional representative.
For a complete a list of CalRecycle reps, please visit:
httpsliviiww2.calrcysje.+ca,goy/BevCor�t���neriGrantslCly_csi_ u��Poni��fi�
CCPP whole School Assembi
An overview of slides for the presentation and an explanation of each slide:
ThEcc. Hero Show Overview
CCPP Classroom Presentations:
This is a jeopardy inspired gameshow. The script and video explanations
of questions are below:
6 Lciint
Vdeo Answers To Questions
Our Contact Information:
Company. The EcoHero Show
8. Phoney 888482-3885
Email. appnsga@_ecoheroshow.com
Website: htLpJ/wwwcoheroshow.com
EXHIBIT B
The EatHero Sh ow LLC
2012 W. Alluvial
Fresno, GA 93711 US
888-482-3885
illirig@ecoh ro how.corn
w w.ecohero henv. orn
Estimate
ADDRESS
National City
Petformances
The EcoHero Show program:
Up to 14 In -Person Whore School Assemblies
($1($1,050 per school)
Up to 18 Virtual Whole School Assemblies
($850 per schoc4
Up to Virtual Classroom Presentations
($275 perclassroom)
Or a mix of above offerings, not to exceed
budgeted amount
1
TOTAL
Accepted By Accepted Date
ESTATE # 1388
DATE 11/01 021
15,542.00
15,542.00
$15,542.00
1
1