HomeMy WebLinkAboutHamline University - Adopt-a-drain agreementAGREEMENT NO. C2025-07-30
BETWEEN
HAMLINE UNIVERSITY
CENTER FOR GLOBAL ENVIRONMENTAL EDUCATION ("CGEE")
AND
CITY OF YAKIMA, WA
FOR
Adopt -a -Drain Program
Membership Agreement
THIS AGREEMENT ("Agreement") is made by and between Hamline University Center for
Global Environmental Education ("CGEE") and the City of Yakima, WA ("Organization").
1. PURPOSE OF AGREEMENT.
This Agreement provides the Organization with membership in the CGEE Adopt -a -Drain
program. The Adopt -a -Drain program provides tools to residents mobilized by the
Organization (herein such mobilized residents are referred to as "Participants"). The
Participants work within a targeted geographic area established by the Organization to take
regular and sustained actions to manage localized flooding risks and reduce runoff pollution
by clearing debris obstructing storm drains in the catch basin related to the Participants'
geographic area. The Organization's Participants are permitted to sign up for the
Adopt -a -Drain program online at Adopt-a-Drain.org. Participants are permitted to create an
Adopt -a -Drain program account that allows them to adopt and un-adopt drains, report the
amount of debris they collect, and share their Adopt -a -Drain program experiences and
photos via social media, e.g., Facebook, X, and lnstagram.
2. TERM OF AGREEMENT.
The term of this Agreement shall begin when fully executed by the Parties and shall
terminate on December 31, 2026 ("Termination Date"), unless amended by written
agreement of the Parties or terminated earlier pursuant to the provisions hereof.
3. MEMBERSHIP BENEFITS AND OBLIGATIONS.
3.1 Membership Benefits
1. Inclusion of catch basin geographic information system ("GIS") data submitted by the
Organization on the Adopt-a-Drain.org website.
2. Access to an administrative portal with data regarding Participants and Participants'
reported pollution that allows the Organization's authorized admins, not to exceed
five (5), to view participation impacts over time; sort data by geographic region; sort
data according to pollution type; convert data from gallons to pounds; create reports
of pollution on behalf of Participants; edit reports to correct mistakes; export reports
to .csv to summarize and analyze Participants' submitted data.
3. Access by the Organization to a downloadable list of Participants who sign up for the
Adopt -a -Drain program related to Organization.
4. Access for the Organization to online design files for creating branded, customizable
marketing materials and educational resources to promote the Adopt -a -Drain
program to Participants and catch basin area residents and sustain the
Organization's participation in the Adopt -a -Drain program.
5. Access for the Organization to online design files for creating a safety "tip card" that
outlines basic safety and best -practices for clearing drains and sorting and disposing
of waste.
6. Access for the Organization to customizable social media posts.
7. Ability for the Organization to purchase customized materials such as yard signs,
window clings and other materials.
8. Access for the Organization to the Adopt -a -Drain program's member photo
resources.
3.2 Membership Obligations
1. Adherence to this Agreement.
2. Adherence to the Terms of Use set forth online at Adopt-a-Drain.orq including, but
not limited to, the use of the Adopt -a -Drain program materials and logo.
3. Facilitate or provide the Organization's catch basin GIS data, and data updates, in
the Adopt -a -Drain program requested format for inclusion on the site.
4. Payment of annual membership dues as invoiced, according to the pricing sheet
attached hereto as Exhibit C.
5. Payment for signs and print materials, as invoiced, according to the pricing sheet
attached hereto as Exhibit C.
6. Payment for services, on an hourly basis, and additional materials, as requested, as
invoiced, according to the pricing sheet attached hereto as Exhibit C.
4. DATA.
4.1 Definitions
"Authorized Persons" means an individual or individuals with an authorized business
need to access Data under this Agreement to perform the obligations as set forth herein.
"Data" means all information provided by the Organization, including but not limited to
Participants, under this Agreement and information which CGEE creates or collects in
the performance of this Agreement.
"Personally Identifiable Data" ("PID") means information that (a) identifies an individual
or that may be used to track, locate or identify an individual or (b) is related to an
identified or identifiable individual.
4.2 Data Ownership
All Data will be jointly owned by the Organization and CGEE. The Parties agree that no
warranty of any kind is given by either Party with respect to the Data.
4.3 Data Use
The Parties shall only use, transmit, distribute, modify, reproduce, display, and store
Data for the purposes set forth in this Agreement. The Parties shall not use Data or
derivative information for the benefit of the Parties or other third parties, and will not
share, publish, sublicense, resell or disclose to third parties or publicly set forth in this
Agreement or as required by law.
4.4 Data Security
The Parties must be and remain in compliance in all respects with all applicable federal,
state, local or industry laws, rules and regulations relating to data privacy and security,
and agree to remain in compliance with such laws in all jurisdictions in which CGEE
presently or will be doing business under this Agreement.
CGEE shall maintain and enforce appropriate physical, technical, policy and
administrative safeguards, precautions and measures (including on CGEE's computer
systems and networks) where Data is, or can be, accessed, stored or transmitted, to
protect the Data from loss, misuse, alteration, corruption, unauthorized access, or
unauthorized acquisition whether at rest or in -transit.
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5. PAYMENT.
Organization shall pay annual membership dues to CGEE as set forth in the pricing sheet
attached hereto as Exhibit C. In addition, in the event that Organization requests goods and
services from CGEE under this Agreement, including, but not limited to, the goods and
services described in section 3 of this Agreement, CGEE will be compensated and/or
reimbursed based on the fees and costs outlined in the pricing sheet attached hereto as
Exhibit C. The Parties agree that this Agreement is not to exceed $9,000, unless otherwise
agreed to by the Parties in a written amendment.
5.1 Payment Procedures.
CGEE may submit invoices to the Organization as frequently as once per month
including, but not limited to, work in progress, for partial payment for work completed to
date. Payment shall be made by the Organization to CGEE within thirty (30) calendar
days of the Organization's receipt of CGEE's invoice.
Deliver all invoices and Invoice/billing notices under this Agreement to:
If to Organization:
If to CGEE:
Randy Meloy, P.E.
Brinkley Prescott
Surface Water Engineer
Operations Director, CGEE
City of Yakima
Hamline University
(509) 576-6606
1536 Hewitt Ave, MS-A1760
Randy.Meloy@yakimawa.gov
St. Paul, MN 55104
(651) 523-2591
bprescott010hamline.edu
5.2 Addresses for Notices and Deliverables
AU notices, requests, and other communications under this Agreement shall be in writing
and delivered to the following addresses (or such other addresses as that Party may
designate in writing):
If to Organization:
If to CGEE:
Randy Meloy, P.E.
Tracy Fredin
Surface Water Engineer
Executive Director, CGEE
City of Yakima
Hemline University
(509) 576-6606
1536 Hewitt Avenue
Randy.Meloy@yakimawa.gov
Saint Paul, MN 55104
(651) 523-3105
Scott Schafer
tfredin@hamline.edu
Public Works Director
2301 Fruitvale Blvd.
Brinkley Prescott
Yakima, WA 98902
Operations Director, CGEE
(509) 576-6411
Hamline University
Scott.Schafer@yakimawa.gov
1536 Hewitt Ave, MS-A1760
St. Paul, MN 55104
(651) 523-2591
Bprescott010hamline.edu
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6. NO JOINT UNDERTAKING.
The relationship of the Parties shall be that of independent contractors. Nothing in this
Agreement shall be construed to make or render the Parties hereto partners, joint ventures,
or participants in any joint undertaking whatsoever.
7. NO THIRD -PARTY BENEFICIARIES.
This Agreement is entered into solely for the mutual benefit of the Parties hereto. This
Agreement is not entered into with the intent that it shall benefit either Party's agents,
assigns, consultants or contractors, and no such other person or entity shall be a third -party
beneficiary of this Agreement. Without in any way limiting the foregoing, Participants are not
beneficiaries to this Agreement.
8. INDEMNIFICATION.
Each Party shall, to the fullest extent permitted by law, release, defend, hold harmless and
indemnify the other Party and its affiliates, trustees, directors, officers, members, partners,
principals, employees, elected and appointed officials, volunteers and agents against any
and all claims, demands, causes of action or damages, including attorneys' fees and costs
(collectively, "Claims"), arising out of or relating to any of the obligations undertaken in
connection with this Agreement, including but not limited to (i) any breach of this Agreement;
and (ii) any actual or alleged injury or death to a person and/or loss of or damage to property
caused directly or indirectly, wholly or in part by a Party, its officers, directors, trustees,
agents, contractors, employees, representatives, and Participants. This indemnity does not
apply to any Claims arising from the gross negligence or intentional misconduct of the
Indemnified Party.
9. INSURANCE.
CGEE maintains general liability, workers' compensation coverage as required in the State
of Minnesota for Hamline University employees, and commercial automobile liability
insurance coverages. Upon request, CGEE can provide a certificate of insurance indicating
this coverage and listing the Organization as additionally insured.
10. TERMINATION.
Either Party may unilaterally terminate this Agreement at its sole discretion upon seven (7)
calendar days written notice.
11. ASSIGNMENT.
This Agreement shall not be assigned in whole or in part by any Party without the prior
written approval of the other Party.
12. COMPLIANCE WITH LAW.
The Parties to this Agreement shall comply with all federal, state, and local laws and
ordinances.
13. SEVERABILITY.
If any provision of this Agreement or any provision of any law, rule or document incorporated
by reference into this Agreement shall be held invalid, such invalidity shall not affect the
other provisions of this Agreement which legally can be given effect without the invalid
provision. To this end, the provisions of this Agreement are declared to be severable.
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14. APPLICABLE LAW.
This Agreement shall be govemed by and construed in accordance with the laws of the
State of Washington. The jurisdiction and venue of any action brought hereunder shall be in
a court of competent jurisdiction in Yakima County.
15. AUDIT.
Throughout the term of this Agreement, and for a period of no less than three years from the
Termination Date, each Party will keep and make available for each other's inspection and
audit all records pertaining to any payments by the Organization and Participants to the
Adopt -a -Drain program, including accounting records. The Parties shall furnish to each other
copies of these records upon request and shall maintain the records in accordance with
work order accounting procedures prescribed by the State Auditor's Office.
16. AMENDMENT.
This Agreement shall not be amended or modified except by mutual agreement of the
Parties, in writing, and signed by the Parties hereto.
17. ENTIRE AGREEMENT.
This Agreement and any written attachments or Amendments hereto, constitutes the
complete contractual agreement of the Parties and any oral representations or
understandings not incorporated herein are excluded.
18. TERMINATION OR END OF TERM.
Except as outlined in Section 22 below, upon termination of this Agreement, the
Organization shall have thirty (30) calendar days to request, in writing, that CGEE provide
the Organization with the most current Data, provided by the Organization, in its system,
including any Participant information relevant to the Organization. Upon the Organization's
written request, CGEE shall destroy or de -identify all remaining PID Data relevant to the
Organization's Data in its possession.
19. LIABILITY.
Under no circumstances shall CGEE or the Adopt -a -Drain program herein be considered or
construed as assuming or conveying any actual, operational, or physical control over or
responsibility for any aspect of any infrastructure related to the Organization's or
Participants' activities under this Agreement. CGEE or Hamline University shall have no
liability for any damages sustained to any infrastructure related to any act or omission by the
Organization or Participants related to this Agreement.
20. FORCE MAJURE.
Neither Party shall be held responsible for performance under this Agreement where such
performance is prevented by acts or events beyond the party's reasonable control including,
but not limited to, war, terrorism, cyberattacks, epidemics, pandemics, natural disasters,
severe weather and storms, strikes, and other labor unrest, electrical supply disruptions,
nuclear or other civil military emergencies, or acts of legislative, judicial, executive branches.
21. SURVIVAL.
Any provisions of this Agreement relating to Indemnification shall survive the termination or
expiration of this Agreement. Section 4, Data, shall survive and remain in effect at all times
Organization Data remains in CGEE's possession. In addition, any terms and conditions
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contained in this Agreement that by their sense and context are intended to survive the
termination or expiration of this Agreement shall so survive.
22. RECORDS INSPECTION, PRODUCTION AND RETENTION.
The records relating to this Agreement shall, at all times, be subject to inspection by the
City, but the making of (or failure or delay in making) such inspection shall not relieve
CGEE of responsibility of performance of this Agreement, notwithstanding the
Organization's knowledge of defective or non -complying performance, its substantiality or
the ease of its discovery. CGEE shall send copies of the requested documents to the
Organization upon the Organization's request.
CGEE shall promptly fumish the Organization with such information and records which are
related to this Agreement, as may be requested by the Organization. Until the expiration of
six (6) years after the final payment of the compensation payable under this Agreement, or
for a longer period if required by law or by the Washington State Secretary of State's record
retention schedule, CGEE shall retain and provide the Organization access to (and the
Organization shall have the right to examine, audit and copy) all of CGEE's books,
documents, papers and records which are related to the Parties' obligations under this
Agreement. If any litigation, claim or audit is started before the expiration of the six -year
period, the records shall be retained until all litigation, claims, or audit findings involving the
records have been resolved. Prior to converting anv aper records to electronic format
and/or destrovina anv records. CGEE shall contact the Orcianization's Records
Administrator (509-575-6037) to discuss retention. In no event shall any record relating to
this Agreement be destroyed without Organization consultation.
All records relating to CGEE's services under this Agreement must be made available to
the Organization. They must be produced to third parties, if required pursuant to the
Washington State Public Records Act, Chapter 42.56, or by law.
The terms of this section shall survive any expiration or termination of this Agreement.
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IN WITNESS WHEREOF, in consideration of the terms, conditions and covenants contained
herein, or attached and incorporated and made a part hereof, the Parties have executed this
Agreement by having they representatives affix their signatures below.
HAMLINE UNIVERSITY CENTER FOR THE CITY OF YAKIMA, WA
GLOBAL ENVIRONMENTAL EDUCATION
(CGEE)
By
Signature
r
it
Type or Print Name
Di roc
Title
9' 4( z
Date
Exhibits:
Exhibit A: Scope of Work.
Exhibit B: Schedule
Exhibit C: Budget
By
Signature
I6-+DY-j�
Type or Print Name
C U
Title
0 Or
Date
CITY CONTRACT NO: 7_61 S-tit
RESOLUTION NO: k
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Exhibit A: Scope of Work
Organization will adhere to the use of the Adopt -a -Drain program materials and logo as
laid out in the Adopt -a -Drain Brand Standards and Marketing Guide.
Task 1: Program Set Up
• Import GIS data provided by the Organization to the Adopt -a -Drain website
portal.
• Customize the website for the Organization area.
• Do graphic design modifications for the Organization area for integration into the
program. This includes auditing print materials and customizing the messaging to
meet the needs of the region (i.e. modify road salt, organic pollution, water body
and city names, safety instructions while maintaining Adopt -a -Drain brand
standards.).
• Set up customized electronic welcome on website.
• Provide the Organization with administrative access to the website.
Task 2: Program Management and Implementation
• The Annual Site License Membership includes the technical application, access
by the Organization to reports and data and to Adopt -a -Drain branded outreach
materials, and the participant support noted under Task 4.
• Prepare and provide summary evaluations and reports at the end of the year.
Task 3: Direct Participant Support
If requested as part of contract, at the rates listed in Exhibit C: Budget:
• As part of Annual Membership in Task 2: Send reporting reminders to and
answer questions from participants.
• Purchase/print and store signs, sign stakes, welcome letters, tip cards and
envelopes for welcome packets, if requested, at the rates listed in Exhibit C:
Budget.
• Regularly pull new participant data for welcome packets, if requested, at the
rates listed in Exhibit C: Budget.
• Assemble and mail welcome packets to new participants in the Organization
service area, if requested, at the rates listed in Exhibit C: Budget.
• Purchase additional welcome packet materials and assemble and mail additional
packets, if requested, at the rates listed in Exhibit C: Budget.
Task 4: Marketing/Outreach
If requested as part of contract, at the rates listed in Exhibit C: Budget:
• Set up and update the Organization/ region Facebook and Instagram accounts,
including the general information, logos and images.
• Populate the Organization/ region social media accounts with 2 posts per week.
• Consult with Organization on tasks they will need to take on to manage and grow
their social media presence.
• Do additional marketing and outreach consultation.
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Exhibit B: Schedule
Contract Execution through December 31, 2026
Program Set Up:
First months following contract execution:
• Organization sends GIS data.
• Import GIS data provided by the Organization to the Adopt -a -Drain web portal.
• Customize website for the region.
• Organization sends white and color versions of eps logo.
• Set up customized electronic welcome on website.
• Make graphic design modifications for the Organization, for integration into the
program; includes auditing print materials and customizing messaging to meet
the needs of the region.
• Design signs for Organization that align with Adopt a -Drain brand standards and
reflect local character and geography.
• Give Organization administrative access to the website.
Program Management and Implementation
• Upon contract execution: Send invoice for — (a) set-up costs, and (b) site license
annual membership.
• June: Send invoice for packet materials and shipping and handling, if designated
in Exhibit C.
• December. Send invoice for packet materials and shipping/ handling, social
media collaboration, and/or year-end reports, as designated in Exhibit C.
• December/January: Prepare and send year-end reports.
Direct Participant Support
• First months: Program kick-off.
• First months/Ongoing: Purchase/print and store signs, sign stakes, welcome
letters, tip cards and envelopes for welcome packets, if designated, as needed.
• Ongoing: Regularly pull new participant data for welcome packets, if designated,
as needed.
• Ongoing: Assemble and mail welcome packets to new participants, if designated,
as needed.
• Ongoing: Send reporting reminders to and answer questions from participants.
Marketing/Outreach
Ongoing, if requested in contract:
• Support Organization in creating and revising a social media plan and tasks they
will need to take on to manage and grow their social media presence.
• Update the Organization/ region Adopt -a -Drain Facebook and Instagram
accounts, including the general information, logos and images.
• Implement social media plan.
• Populate the Organization/ region social media accounts with two posts per
week.
• Organization accesses social media resources.
• Do additional marketing and outreach consultation.
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Exhibit C: Budget 2026
ONE i11t4E SETUP FE
Program Set Up
Set-up Fee: GIS Data
Set-up Fee: Website
Customization
Set-up Fee: Graphic
Design
Program Set Up Subtotal
ANNUAL FEES
Program Management and implementation
Adds city, watersheds,
subwatersheds, and storm drain data
$600 $600.00 to the system,
Adds city to the website, includes
$400 $400E00 creating admin accounts In Nova.
Custom welcome letter, up to 4
$600 $600 00 custom signs.
$1,600,00
2026 Site License: Annual
Membership 97,000 people $0.046
2026 Summary Evaluation
and Report 5 hours $50 00
Program Management and Implementation Subtotal
Direct Participant Support
Coroplast Signs and
Stakes
Welcome Packets and
Cards
50 pieces $3.80
50 pieces $2,15
Sign Distribution 50 pieces $12,00
Direct Participant Support Subtotal
Additional welcome packets may be requested, at the rates
Marketing/Outreach
Collaboration with CGEE
Social Media
Consulting with CGEE
Team
Subtotal
Total
Administ
e Fee 10
10 hours $55.00
0 hours $85.00
10%
Includes technical application and
access to our branded outreach
$4,462, 0 materials
We will compile a year end report to
$250.00 you to use,
$4,712.00
Lightweight coroplast sign and metal
$190,00 stake
Printed welcome packet Includes
envelope, welcome letter, and tip
$107.50 card
Postage and handling for welcome
$600.00 packet and signs
$897.50
ted above
We can work with you to leverage
$550,00 our social media outreach program.
We are available to assist in the
50.00 critical outreach efforts
$550.00
$7,759.50
$775.95
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