HomeMy WebLinkAbout08 - Amended Coop Agmt with Friends of OASISCITY OF
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City Council Staff Report
Agenda Item No. 8
July 9, 2013
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Recreation and Senior Services Department
Laura Detweiler, Recreation and Senior Services Director
949 - 644 - 3157, LDetweiler(abnewportbeachca.gov
PREPARED BY: Celeste Jardine -Haug, Senior Services Manager
949 -644 -3247, CHaug @newportbeachca.gov
APPROVED:, A
TITLE: Amended and Restated Cooperative Agreement with the Friends of
OASIS
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Staff is requesting City Council approval of an Amended and Restated Cooperative
Agreement between the City of Newport Beach (City) and the Friends of OASIS, Inc.
(Friends).
RECOMMENDATION:
Approve and authorize the Mayor and City Clerk to execute the Amended and Restated
Cooperative Agreement between the City and the Friends (Attachment A).
FUNDING REQUIREMENTS:
There is no funding impact.
DISCUSSION:
The City established the OASIS Senior Center (OASIS) in 1977, the same year the
Friends were established as a nonprofit corporation. While independent legal entities,
both share the goal of ensuring that OASIS has the resources necessary to maintain
high quality services and programs for the Newport Beach senior community. Over the
years, the roles of Staff and the Friends have evolved as the focus of OASIS
broadened. Consequently, there was a need to re- examine each party's roles and
relationships and to firmly establish an agreement that made these relationships clear.
In 2005, a Cooperative Agreement between the City and the Friends was created to
establish the needed framework for long term and continued cooperation with respect to
development, planning and implementation of programs and services at OASIS. Staff
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Amended and Restated Cooperative Agreement with the Friends of OASIS
July 09, 2013
Page 2
and the Friends developed an agreement that they felt reflects the appropriate roles and
responsibilities of each party in the operation of the OASIS Senior Center.
With a new facility constructed in 2010, operations and collaborative efforts have again
evolved. Therefore, Staff and the Friends felt revisions to the agreement were
necessary to better reflect the current operations management and protocol that is truly
in effect. Exhibit A to the Amended and Restated Cooperative Agreement provides an
update to both parties' roles and responsibilities while Exhibit B shows the area at
OASIS occupied by the Friends. The insurance requirement for the Friends of OASIS's
operations has also been added to the Amended and Restated Cooperative Agreement
as Exhibit C.
Staff and the Friends Board have worked collaboratively on these revisions and are in
agreement. The Friends Board of Directors officially approved the revisions at their
board meeting on June 20, 2013.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
This agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
ura Detweiler
Recreation & Senior Services Director
Attachments: A. Amended and Restated Cooperative Agreement
B. Redline of Amended and Restated Cooperative Agreement
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ATTACHMENT A
AMENDED AND RESTATED COOPERATIVE AGREEMENT
WITH FRIENDS OF OASIS
This Amended and Restated Cooperative Agreement ( "Agreement') between the
FRIENDS OF OASIS (Friends), A California non - profit corporation ( "Friends ") and the
CITY OF NEWPORT BEACH, A California municipal corporation and charter city
( "City "), each individually referred to as Party and sometimes collectively referred to as
the Parties, is dated this day of July, 2013 ( "Effective Date ") and is made
with respect to the following:
RECITALS
WHEREAS, City desires to amend and restate the Cooperative Agreement
entered with Friends on May 20, 2005.
WHEREAS, the City established OASIS as a senior center in 1977 and has
owned and operated OASIS for more than 25 years while continuously offering
extensive programs and services to senior citizens who live in and around Newport
Beach.
WHEREAS, the Parties have, with assistance of Age Well Senior Services, Hoag
Hospital, the Orange County Transportation Authority, Coastline Community College
and other support groups and individuals, past and present, made OASIS one of the
finest senior facilities in the nation and have consistently provided resources, programs,
classes, services, activities and events (collectively sometimes referred to as Senior
Services) that have enriched the senior citizens who live in and around Newport Beach.
WHEREAS, the Parties share the goal of ensuring that OASIS remains one of
the finest senior centers in the nation and continues to have the community support,
volunteers, funding, staff and resources necessary to maintain the tradition of excellent
service and unique programs that the Newport Beach senior community has come to
expect.
WHEREAS, the Parties acknowledge that the City's ability to provide first class
Senior Services at OASIS depends on a number of factors including the allocation of
sufficient funds by the City Council, the hard work of the dedicated professional staff,
the fund - raising and volunteer work of the Friends and the contributions of other support
groups.
WHEREAS, the Parties agree that they play different roles in helping the City
maintain this standard of excellence and that the senior citizens served by OASIS will
benefit by a clear delineation of their respective functions and responsibilities.
WHEREAS, the relationship between the City and the Friends was, prior to May
20, 2005 (effective date of the original Cooperative Agreement), a function of Council
Policy 1 -5. The Parties believe that their relationship should be a function of a bilateral
3 of 32
contract given the fact that each is an independent legal entity and each Party operates
pursuant to rules and laws that may not be applicable to the other.
WHEREAS, the Parties mutually agree that they intend for this Agreement to
supersede the Cooperative Agreement dated May 20, 2005, and that upon execution of
this Agreement, the May 20, 2005 Cooperative Agreement shall have no force or effect.
WHEREAS, the Parties intend this Agreement to establish a framework for long-
term and continued cooperation with respect to development, planning and
implementation of programs, services, activities and events offered at OASIS as well as
the interaction between representatives of the Parties.
WHEREAS, the City Council intends to continue to operate OASIS as a senior
center operated by a professional staff that welcomes input and assistance from the
Friends and other users with respect to the planning, development and implementation
of programs, services, events and activities.
WHEREAS, the Parties agree that the primary objective of the OASIS Senior
Center is to provide programs, services, activities and events that satisfy the needs and
desires of seniors using OASIS.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Basic Principles
1.1 OASIS is dedicated to providing programs, services, classes, activities
and entertainment designed to meet the needs of seniors.
1.2 The City and the Friends can provide the greatest benefit to seniors if the
planning, scheduling and delivery of Senior Services is an outgrowth of an informal
partnership between the Parties (as specified in this Agreement) that is characterized by
consistent and respectful communication between their representatives implemented
through the good faith actions of the Parties and their respective employees, officers
and agents.
1.3 The delivery of Senior Services at OASIS shall, as specified in this
Agreement, take precedence over any non - senior activity.
1.4 Non - senior events or activities shall be scheduled or located at OASIS in a
manner that does not impair or interfere with the delivery of Senior Services.
1.5 The creation of meaningful volunteer opportunities, which are vitally
important to the well -being of seniors and to the ability of the City and Friends to offer a
variety of Senior Services, is an important objective of the City and the Friends.
Friends Page 2
4 of 32
1.6 The OASIS Newsletter is the official publication of the OASIS Senior
Center and City staff and the Friends shall jointly perform and fund functions necessary
to publication and dissemination.
1.7 The City shall, subject to the availability of funds, continue to fund the
costs of the professional staff, senior programs and activities, a Fitness Center, building
maintenance and a transportation program.
1.8 The Friends shall, subject to the availability of funds and approval by the
appropriate person, board or committee, continue to fund a portion of the transportation
program costs, Friends activities and events and proposed activities or facility
improvements for which funds have not been allocated in the then current City budget.
1.9 All revenue generated by City senior citizen activities conducted at OASIS,
or City approved use of OASIS by third parties other than the Friends events, shall be
used to fund, or defray costs associated with the City's delivery of Senior Services at
OASIS.
1.10 All revenue generated by Friends' senior citizen activities conducted at
OASIS shall be used to fund, or defray costs associated with the delivery of Senior
Services at OASIS.
1.11 Any major renovation of OASIS shall have, as its primary objective,
upgrading the facility to meet the needs of seniors.
2. Co- operative Planning and Budgeting Process
2.1 Representatives from the Friends and OASIS Staff shall meet to discuss
and, where appropriate, reach a consensus regarding the scheduling and /or delivery of
senior classes, activities, events and entertainment, annually, and as necessary.
2.2 City staff shall obtain input and recommendations from the Friends Board
regarding senior programs and services.
2.3 City staff and Friends shall, during the preparation of the respective
proposed budget by each Party, meet as frequently as necessary to ensure that the
budgetary proposals of each Party are fully considered and reflected in the budget of
the other Party. The Parties shall exchange information relative to their respective
budgetary processes including dates for submittal of proposed budgets and any
budgetary constraints imposed by their respective governing bodies or boards.
2.4 These meetings and discussions are intended to augment, rather than
replace, the normal routine communication between the City Senior Services Manager
(and his/ her designee) and the Friends President (or his/ her designee) that each Party
believes is necessary to ensure that OASIS operates in an efficient manner.
Friends Page 3
5 of 32
3. Scheduling
Senior Services shall be delivered and scheduled in accordance with the basic
principles specified in Section 1 of this Agreement.
3.1 Both the City Staff and Friends shall use their best efforts to schedule
programs, services, classes, activities and entertainment for a period of six (6) to twelve
(12) months in advance to maximize opportunities for notification and participation.
3.2 During normal business hours, Senior Services shall be scheduled
according to the following priorities, with the highest priority listed first:
• City sponsored Senior Services;
• Friends sponsored Senior Services; and
• Any senior program, activity, event, class or activity that is not sponsored
by the City or the Friends based on the date an application for approval is
submitted to the Senior Services Manager.
3.3 During other than normal business hours Senior Services shall be
scheduled according to the following priorities, with the highest priority listed first:
• City sponsored Senior Services;
• Friends sponsored Senior Services Activities with the approval of the Senior
Services Manager;
• City sponsored activities or events;
• Any senior program, activity, event, class or activity that is not sponsored by
the City or the Friends based on the date an application for approval is
submitted to the Senior Services Manager; and
• Any non - senior activity or event provided the application is submitted no
more than six (6) months prior to the date of proposed event or activity.
4. Roles & Functions
The City has the primary responsibility for the overall management and operation
of OASIS.
4.1 While the planning, scheduling and delivery of Senior Services is a
cooperative venture between the City and the Friends, in many cases the needs of
seniors are best served by assigning, to the City or the Friends, the primary
responsibility and authority for performing various functions and tasks.
4.2 The Parties agree that the 'Role & Responsibility Matrix" (Matrix), that is
attached as Exhibit A and incorporated herein by reference„ is an appropriate summary
of those functions that each Party has historically fulfilled and /or funded.
Friends Page 4
6 of 32
4.3 The Parties agree that they will utilize the Matrix as a primary resource in
the identification and performance of their respective functions.
5. Volunteer Opportunities
5.1 The City and the Friends will each use their respective best efforts to
provide seniors with meaningful volunteer opportunities where appropriate including,
without limitation, assistance in the identification, planning and delivery of Senior
Services at OASIS.
5.2 The Friends will continue to use OASIS as a basis for services such as the
"Travel Club," "Sailing Club" and "Gift Shop" that enhance the seniors' quality of life
while utilizing volunteers in a meaningful and productive manner.
5.3 In the context of this Agreement, the term "meaningful volunteer
opportunities" means activity that is productive and, to the extent feasible, intellectually
and /or physically challenging.
6. Classes
6.1 The provision of educational and fitness programs and classes that are
best suited to serve seniors' needs is an important component of the Senior Services
offered at OASIS.
6.2 The Friends are an important resource relative to the educational
programs and classes that seniors find most important and /or that they are most likely
to attend. The City shall give serious consideration to Friends input and
recommendations as to the most desirable or appropriate educational programs and
classes.
7. Newsletter
7.1 The OASIS Newsletter is the official publication of the OASIS Senior
Center and is designed to publicize the activities, services and events of the Senior
Center.
7.2 The City and the Friends each have an editor for their respective sections.
City Staff performs all design and layout of the newsletter and is responsible for content
of classes, services and events as well as getting it printed and shipped. The Friends
Editor is responsible for all the content in the Friends Section which includes Travel,
membership, events, and articles related to Friends activities and members.
Volunteers are selected by both Editors based on their writing and editing experience.
7.3 The Parties shall jointly fund any costs (expenses less income) incurred in
the preparation and dissemination of the OASIS Newsletter.
Friends Page 5
7 of 32
7.4 The content of the OASIS Newsletter shall focus on the Senior Services
offered at OASIS, information about the seniors using OASIS and other information that
is interesting, informative or important to seniors.
7.5 The City and the Friends shall not permit advertising by individuals or
entities that are known to have used unfair, incompetent or inappropriate business
practices.
7.6 In the event that either Party is concerned about the format or content of
newsletter, the matter will first be submitted for resolution by the OASIS staff person
and the Friends volunteer primarily responsible for the Newsletter format and content
and, if they are unable to resolve the concern the matter shall be submitted to the
Senior Services Manager and the Friends' President for resolution.
8. Friends Office
During normal business hours and otherwise when approved by the Senior
Services Manager, Friends shall have the right to occupy that portion of OASIS that is
identified on Exhibit B, which is attached hereto and incorporated herein by reference,
and the right to access hallways, restrooms and other common areas (Friends' offices).
8.1 The Friends right of occupancy shall be without the payment of rent or the
costs of utilities (including the use of phones for normal business purposes and
incidental personal use) and maintenance.
8.2 The Friend's Officers, as appropriate, shall be given keys to OASIS for the
purpose of accessing the Friends Offices at any time to perform work. These keys shall
not be duplicated or loaned to any other person. This right of access shall not be
construed as a right to use OASIS for any event, program or activity that has not been
approved by the City.
8.3 The Friends will comply with rules applicable to other OASIS users and
Center staff.
9. Term
The term of this Agreement shall be twenty -five (25) years from the Effective Date.
Either Party may terminate this Agreement, without cause, on one hundred
eighty (180) days written notice to the other, with notice served on the Senior Services
Manager or served on the Friends at the OASIS office.
Friends Page 6
8 of 32
10. Renovation
The City shall schedule and conduct at least one formal meeting with the Friends
for the express purpose of obtaining input prior to considering any major renovation of
OASIS. Any major renovation of OASIS shall include facilities that directly or indirectly
serve the needs of seniors.
11. Funding
11.1 The City shall, assuming the City Council has, in its sole discretion,
allocated appropriate funds in the annual budget, continue to fund the OASIS
professional staff, OASIS transportation program (the level of transportation services
will be influenced by the annual Friends funding commitment, if any), OASIS Fitness
Center, contract instructor fees associated with classes, OASIS facility maintenance
and operation and the costs associated with City sponsored Senior Services.
11.2 The Friends shall fully fund the costs (including unbudgeted City costs
resulting directly from the activity) of activities sponsored solely by the Friends.
11.3 The Friends President and the Senior Services Manager shall agree on an
equitable allocation of costs for senior events and activities that are jointly sponsored by
the City and the Friends.
11.4 The Friends will fund the cost of minor facility or equipment improvements
and selected events and activities for which no funding is allocated in the annual City
budget if the Friends Board of Directors has, in its sole discretion, approved the
expenditure after consideration of a request for funding (and accompanying justification)
presented by Center staff.
11.5 The Friends intend, as a general principle, to continue to fund a portion of
the OASIS transportation program. The OASIS transportation program service levels,
funding sources and the level of Friends' funding shall be discussed by the Senior
Services Manager and the Friends Executive Committee during the preparation of the
Friends and the City's preliminary budgets. The City budget for OASIS transportation
program shall include the preliminary Friends funding commitment but actual funding is
contingent on approval by the Friends Board of Directors. The City may, in its sole
discretion, modify the OASIS transportation program in the event the Friends Board of
Directors do not approve expenditures equal to the preliminary funding commitment.
11.6 Staff and Friends leadership shall serve as the forum for discussion of
funding issues.
12. Insurance
Without limiting the Friends indemnification of City, Friends shall obtain, provide and
maintain at its own expense during the term of this Agreement or for other periods as
specified in this Agreement, policies of insurance of the type, amounts, terms and
Friends Page 7
9 of 32
conditions described in the Insurance Requirements attached hereto as Exhibit C, and
incorporated herein by reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTO NE 'S OFFICE
Date: 6 /
By:
Aarbnit. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Keith D. Curry
Mayor
FRIENDS OF OASIS:
Date: /, Z /- 1-3
By:
Joh6lWhitney
President
Date: C- 24 —I 3
By: c— � L 01
John Kraus
Secretary
Attachments: Exhibit A — Role and Responsibility Matrix
Exhibit B — Friends' Offices
Exhibit C — Insurance
Friends
Page 8
10 of 32
EXHIBIT A
ROLES AND RESPONSIBILITIES
City Responsibilities
Senior Center Operations:
• Daily and long term Management of Center
• Calendar and scheduling
• Physical Plant
• Operational Policies and Procedures
• Personnel and Staffing
• Maintenance
• Custodial Contracts
• Utilities
• Room reservations
• Budget
• Remodeling /new construction
(with Friends Input)
(with Friends Input)
Oasis Senior Center Programs /activities /services
• Recreation and Educational Classes
(with Friends input)
• Special Interest Activities
(with Friends input)
• Special Events (City planned)
• Daily Meal Program
• Fitness Center Operations
• Transportation Program
(with Friends input)
Management
Drivers
Vans
Funding
(with Friends input)
• Case Management
• Counseling
• APS & Mental Health issues
• Blood Pressure Check
• Elder Care Nurse Program
• Visual Aid Screening
• Support Groups
• Tax Assistance
• Legal Assistance
• Information and Referral service
• Telephone Reassurance
• Medical Equipment Loan
Friends Page A -1
11 of 32
• Health Insurance Counseling
• Housing Assistance
• In Home Care Assistance Referral
• Financial Concern Assistance
• Garden Club
• Computer Friends Club
Volunteer Responsibilities (Recruitment, Assignment and Training)
• Senior Center Reception Volunteers
• Special Event Volunteers
• Blood pressure volunteers
• Tax volunteers
• Professional volunteers
• Social Service program volunteers
• Meals programs
• Other program needs
Friends of OASIS Responsibilities
• Friends office staff
• Board of Directors
Articles of Incorporation
Bylaws
Committees (input from Staff)
Meetings (input from Staff)\
• Membership drive (input from Staff)
• Corporate SOP's (input from City)
• Friends Fundraising
Use of Senior Center Name (input and approval from City)
Written Solicitations (input and approval from City)
Annual Drive
Donor Data Base
• Travel Office (input from City and Staff)
• Sailing Club (input from City and Staff)
• Friends Special Events (input from Staff)
Pancake Breakfast
General Membership Meeting
Rummage Sale (input from staff)
Other fundraising activities as scheduled
Friends
Page A -2
12 of 32
Friends Finances
• management
• budgeting (input from staff)
• reporting
• Friends donations to the Center (input from staff)
Grants
• Friends Corporate Operations
• Friends request in the name of the OASIS Center (input and approval from
City)
• Cooperative Applications (Equal Responsibility)
• OASIS Center programs (Staff responsibility, input from Friends)
Friends Volunteers (recruitment, assignment & training)
• Gift shop
• Travel office
• Board Committees
• Friends special events
Joint Responsibility of the City Staff and Friends
Newsletter
• Editor (co- editor)
• Layout is performed by Staff with input from Friends
• Content
• Mailing (Jointly paid for by Friends and City)
• Advertisement (All proceeds to fund cost of the Newsletter)
• Printing (Jointly paid for by Friends and City)
Friends Page A -3
13 of 32
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EXHIBIT C
INSURANCE REQUIREMENTS
1.1 The Friends shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property which may arise
from or in connection with the use of premises hereunder and the results of use by the
Friends, its agents, guests, representatives, employees or subcontractors.
1.2 Minimum Scope of Insurance. Coverage shall be at least as broad as:
1.2.1 Commercial General Liability (CGL): Insurance Services Office
(ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products -
completed operations, personal & advertising injury, with limits no less than Two Million
Dollars and 00/100 ($2,000,000) per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project /location or the
general aggregate limit shall be twice the required occurrence limit.
1.2.2 Workers' Compensation: as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million
Dollars and 00/100 ($1,000,000) per accident for bodily injury or disease.
1.2.3 Waiver of Subrogation. The Friends hereby grant to City a waiver
of any right to subrogation which any insurer of Friends may acquire against the City by
virtue of the payment of any loss under such insurance. The Friends agree to obtain
any endorsement that may be necessary to effect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer. If no employees, this requirement is waived
by providing an executed Certificate of Exemption from Workers' Compensation form.
If the Friends maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for the higher limits maintained by the
Friends.
1.3 Other Insurance Provisions. The insurance policies are to contain, or be
endorsed to contain, the following provisions:
1.3.1 Additional Insured Status. The City, its officers, officials,
employees, and volunteers are to be covered as additional insureds on the CGL policy.
with respect to liability arising out of the use of premises by or on behalf of the Friends.
General liability coverage can be provided in the form of an endorsement to the
Contractor's insurance (at least as broad as ISO Form CG 20 10).
1.3.2 Primary Coverage. For any claims related to this Agreement, the
Friends insurance coverage shall be primary insurance as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self- insurance maintained by the
City, its officers, officials, employees, or volunteers shall be excess of the Friends
insurance and shall not contribute with it.
Friends Page 1
15 of 32
1.3.3 Liquor Liability. If the Friends will be supplying alcoholic
beverages, the general liability insurance shall include host liquor liability coverage. If
using a caterer or other vendor to supply alcohol that vendor must have liquor liability
coverage. If the Friends intend to sell alcohol either, the Friends or vendor providing the
alcohol for sale must have a valid liquor sales license and liquor liability insurance
covering the sale of alcohol.
1.3.4 Notice of Cancellation. Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to the City.
1.3.6 Deductibles and Self- Insured Retentions. Any deductibles or self -
insured retentions must be declared to and approved by the City. The City may require
the Friends to purchase coverage with a lower deductible or retention or provide proof
of ability to pay losses and related investigations, claim administration, and defense
expenses within the retention.
1.3.7 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to
the City.
1.3.8 Verification of Coverage. Friends shall furnish the City with original
certificates and amendatory endorsements or copies of the applicable policy language
effecting coverage required by this clause. All certificates and endorsements are to be
received and approved by the City with the execution of this
Amendment. However, failure to obtain the required documents shall not waive Friends
obligation to provide them. The City reserves the right to require complete, certified
copies of all required insurance policies, including endorsements required by these
specifications, at any time.
1.3.9 Special Risks or Circumstances. City reserves the right to modify
these requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
Friends Page 2
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AMENDED AND RESTATED COOPERATIVE AGREEMENT
WITH FRIENDS OF OASIS
This Amended and Restated Cooperative Agreement ( "Agreement") between the
FRIENDS OF OASIS (Friends), A California non - profit corporation ( "Friends ") and the
CITH OF NEWPORT BEACH, A California municipal corporation and charter city
( "City_), each individually referred to as Party and sometimes collectively referred to as
the Parties, is dated this day of July, 2005 -2013 ( "Effective Date ") and is
made with respect to the following:
RECITALS
WHEREAS, City desires to amend and restate the Cooperative Agreement
entered with Friends on May 20, 2005.
WHEREAS, the City established OASIS as a senior center in 1977 and has
owned and operated OASIS for more than 25 years while continuously offering
extensive programs and services to senior citizens who live in and around Newport
Beach.
WHEREAS, the Parties have, with assistance of South County -Aae Well Senior
Services, Hoag Hospital, the Orange County Transportation Authority, Coastline
Community College and other support groups and individuals, past and present, made
OASIS one of the finest senior facilities in the nation and have consistently provided
resources, programs, classes, services, activities and events (collectively sometimes
referred to as Senior Services) that have enriched the senior citizens who live in and
around Newport Beach.
WHEREAS, the Parties share the goal of ensuring that OASIS remains one of
the finest senior centers in the nation and continues to have the community support,
volunteers, funding, staff and resources necessary to maintain the tradition of excellent
service and unique programs that the Newport Beach senior community has come to
expect.
WHEREAS, the Parties acknowledge that the City's ability to provide first class
Senior Services at OASIS depends on a number of factors including the allocation of
sufficient funds by the City Council, the hard work of the dedicated professional staff,
the fund - raising and volunteer work of the Friends and the contributions of other support
groups.
WHEREAS, the Parties agree that they play different roles in helping the City
maintain this standard of excellence and that the senior citizens served by OASIS will
benefit by a clear delineation of their respective functions and responsibilities.
WHEREAS, the relationship between the City and the Friends has was, prior to
the date of this Agi: Mav 20, 2005 (effective date of the original Cooperative
ATTACHMENT B
17 of 32
Agreement) -been -a function of Council Policy 1 -5_ -- and -EThe Parties believe that their
relationship should be a function of a bilateral contract given the fact that each is an
independent legal entity and each Party operates pursuant to rules and laws that
aremay not be applicable to the other.
WHEREAS, the Parties mutually agree that they intend for this Agreement to
supersede the Cooperative Agreement dated May 20. 2005, and that upon execution of
this Agreement. the May 20, 2005 Cooperative Agreement shall have no force or effect.
WHEREAS, the Parties intend this Agreement to establish a framework for long-
term and continued cooperation with respect to development, planning and
implementation of programs, services, activities and events offered at OASIS as well as
the interaction between representatives of the Parties.
WHEREAS, the City Council intends to continue to operate OASIS as a senior
center operated by a professional staff that welcomes input and assistance from the
Friends and other users with respect to the planning, development and implementation
of programs, services, events and activities.
WHEREAS, the Parties agree that the primary objective of the OASIS Senior
Center is to provide programs, services, activities and events that satisfy the needs and
desires of seniors using OASIS.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS
Basic Principles
1.1 OASIS is dedicated to providing programs, services, classes, activities
and entertainment designed to meet the needs of seniors.
1.2 The City and the Friends can provide the greatest benefit to seniors if the
planning, scheduling and delivery of Senior Services is an outgrowth of an informal
partnership between the Parties (as specified in this Agreement) that is characterized by
consistent and respectful communication between their representatives implemented
through the good faith actions of the Parties and their respective employees, officers
and agents.
1.3 The delivery of Senior Services at OASIS shall, as specified in this
Agreement, take precedence over any non - senior activity.
1.4 Non - senior events or activities shall be scheduled or located at OASIS in a
manner that does not impair or interfere with the delivery of Senior Services.
Friends Page 2
18 of 32
1.5 The creation of meaningful volunteer opportunities, which are vitally
important to the well -being of seniors and to the ability of the City and Friends to offer a
variety of Senior Services, is an important objective of the City and the Friends.
1.6 The OASIS Newsletter is the official publication of the OASIS Senior
Center and City staff and the Friends shall jointly perform and fund al - functions
necessary to publication and dissemination.
1.7 The City shall, subject to the availability of funds, continue to fund the
costs of the professional staff, senior programs and activities, a Fitness Center, building
maintenance and a transportation program.
1.8 The Friends shall, subject to the availability of funds and approval by the
appropriate person, board or committee, continue to fund a portion of the transportation
program costs, Friends activities and events and proposed activities or facility
improvements for which funds have not been allocated in the then current City budget.
1.9 All revenue generated by City senior citizen activities conducted at OASIS,
or City approved use of OASIS by third parties other than the Friends events, shall be
used to fund, or defray costs associated with the City's delivery of Senior Services at
OASIS.
1.10 All revenue generated by Friends' senior citizen activities conducted at
OASIS shall be used to fund, or defray costs associated with the delivery of Senior
Services at OASIS.
1.11 Any major renovation of OASIS shall have, as its primary objective,
upgrading the facility to meet the needs of seniors.
2. mmitteeCo- operative Planning and Budgeting
Process
2.1 The Parties heFeby establish a WM81 PFGgFaFR and SeFy Gas GeFRFRittee.
dissreHeaj- Representatives from the Friends and CitvOASIS Staff shall meet to discuss
and, where appropriate, reach a consensus regarding the scheduling and/or delivery of
senior classes, activities, events and entertainment, annually, and as necessary.
2.2 City staff shall obtain input and recommendations from the Friends Board
regarding senior programs and services.
2.3 City staff and Friends shall, during the preparation of the respective
proposed budget by each Party, meet as frequently as necessary to ensure that the
Friends Page 3
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budgetary constraints imposed by their respective governing bodies or boards.
diseuss6en and, where appropriate,
. . u �and nrtg the nla
rrm
and/or delivery of uw .v. Glasses, activities, •eatw and entertainment.
The Program and Spp.;ineq f`eMm He.. shall spnVp as a fer m fer
discussion and Friends' input and ndatlean regard o
ard'
,nnl din health ben ortatie supplemental meals and feedseFviee nd seiry
similar programs involving third paAies, GE)ntFaGtE)Fs andiOF the involvement -of
professional geFGRt9IGgi6tS.
The Program and Services Committee shall, d a a then roe.rate of th
Fespeistive proposed budget by o nh Party, et as frequently as necessary to ensure
that the budgetary proposals of each Party aFe f6lily GOnsideired and reflected in ti4e
budget of the ether Party. The Parties shalllha ^ ^qe WGFMation relative tA their
any budgetary constraints imposed by their Fe6p6Gt;';e g9VeFA*F;g hedies or boardq.
2.4 These meetings and discussions
are intended to augment, rather than replace, the normal routine communication
between the City Senior Services Manager (and his/ _her designee) and the Friends
President (or his/ her designee) that each Party believes is necessary to ensure that
OASIS operates In an efficient manner.
3. Scheduling
Senior Services shall be delivered and scheduled in accordance with the basic
principles specified in Section 1 of this Agreement.
3.1
The Wagram and SeFyiees Both the City Staff and Friends shall use
its —their best efforts to schedule programs, services, classes, activities and
entertainment for a period of six 6 to - twelve (12) months in advance to maximize
opportunities for notification and participation.
3.2 During normal business hours, Senior Services shall be scheduled in
accordinn anse towith the following priorities, with the highest priority listed first:
Friends Page 4
20 of 32
• City sponsored Senior Services;
• Friends sponsored Senior Services; and
• Any senior program, activity, event, class or activity that is not sponsored
by the City or the Friends based on the date an application for approval is
submitted to the Senior Services Manager.
3.3 During other than normal business hours Senior Services shall be
scheduled in- accordinn aaee withto the following priorities, with the highest priority listed
first:
• City sponsored Senior Services;
• Friends sponsored Senior Services Activities with the approval of the Senior
Services Manager;
• City sponsored activities or events;
• Any senior program, activity, event, class or activity that is not sponsored by
the City or the Friends based on the date an application for approval is
submitted to the Senior Services Manager; and
• Any non - senior activity or event provided the application is submitted no
more than six 61 months prior to the date of proposed event or activity.
4. Roles & Functions
The City has the primary responsibility for the overall management and operation
of OASIS.
4.1 While the planning, scheduling and delivery of Senior Services is a
cooperative venture between the City and the Friends, in many cases the needs of
seniors are best served by assigning, to the City or the Friends, the primary
responsibility and authority for performing various functions and tasks.
4.2 The Parties agree that the "Role & Responsibility Matrix' (Matrix), that is
attached as Exhibit A and incorporated herein by reference., is an appropriate summary
of those functions that each Party has historically fulfilled and /or funded.
4.3 The Parties agree that they will utilize the Matrix as a primary resource in
the identification and performance of their respective functions.
5. Volunteer Opportunities
5.1 The City and the Friends will each use their respective best efforts to
provide seniors with meaningful volunteer opportunities where appropriate including,
without limitation, assistance in the identification, planning and delivery of Senior
Services at OASIS.
Friends Page 5
21 of 32
5.2 The Friends will continue to use OASIS as a basis for services such as the
"Travel Club;", "Sailing Club" and "Gift Shop" that enhance the seniors' quality of life
while utilizing volunteers in a meaningful and productive manner.
5.3 In the context of this Agreement, the term "meaningful volunteer
opportunities means activity that is productive and, to the extent feasible, intellectually
and /or physically challenging.
6. Classes
6.1 The provision of educational and fitness programs and classes that are
best oaleulated suited to serve seniors' needs is ^nnp n R' 'h ^an most important
components of the Senior Services offered at OASIS.
input - The PFE)gFaFR and RepviGes Gammittee will, as a Fegulalt agenda item, receive
fnrA the Cr' ...1.. ^a the mest desirable or appropriate
6.2 The Friends are an important resource relative to the educational
programs and classes that seniors find most important and /or that they are most likely
to attend. The City shall give serious consideration to Friends input and
recommendations as to the most desirable or appropriate educational programs and
classes.
Newsletter
7.1 The OASIS Newsletter is the official publication of the OASIS Senior
Center whishand is designed to publicize the activities, services and events of the
Senior Center.,
7.2 The City and the Friends each have an editor for their respective sections.
City Staff performs all design and lavout of the newsletter and afeis responsible for
content of classes services and events as well as getting it printed and shipped. The
Friends Editor is responsible for all the content in the Friends Section which includes
OASIR Newsletter The City and the Fr' ^..a.. shall Ranh use their host .nuts to
Volunteers who -are
selected by both Editors based on their writing and editing experience.
7.3 The Parties shall jointly fund any costs (expenses less income) incurred in the
preparation and dissemination of the OASIS Newsletter.
Friends
Page 6
22 of 32
7.4 The content of the OASIS Newsletter shall focus on the Senior Services
offered at OASIS, information about the seniors using OASIS and other information that
is interesting, informative or important to seniors.
7.5 The City and the Friends shall not permit advertising by individuals or
entities that are known to have used unfair, incompetent or inappropriate business
practices.
7.6 In the event that either Party is concerned about the format or content of
newsletter, the matter will first be submitted for resolution by the OASIS staff person
and the Friends volunteer primarily responsible for the Newsletter format and content
and, if they are unable to resolve the concern the matter shall be submitted to the
Senior Services Manager and the Friends' President for resolution.
a. Friends Office
During
normal business hours and otherwise when approved by the Senior Services Manager,
Friends shall have the right to occupy that portion of OASIS that is identified on Exhibit
B, which is attached hereto and incorporated herein by reference, and the right to
access hallways, restrooms and other common areas (Friends' offices).
8.1 The Friends right of occupancy shall be without the payment of rent or the
costs of utilities (including the use of phones for normal business purposes and
incidental personal use) and maintenance.
8.2 TThe Friend's Officers, as appropriate, (President, ViGe PFesiden
Secretary and shall be given keys to OASIS for the purpose of accessing the
Friends Offices at any time to perform work. These keys shall not be duplicated or
loaned to any other person. This right of access shall not be construed as a right to use
OASIS for any event, program or activity that has not been approved by the City.
8.3 The Friends will comply with rules applicable to other OASIS users and
Center staff.
9. Term
The term of this Agreement shall be twenty -five (22?�years from the date6peGAed is
the pireaa. bl- e.Effective Date.
Either pParty may terminate this Agreement, without cause, on one hundred
eighty 180) days written notice to the other, with notice served on the Senior Services
Manager or served on the Friends at the OASIS office.
Friends Page 7
23 of 32
10. Renovation
The City shall schedule and conduct at least one formal meeting with the Friends
for the express purpose of obtaining input prior to considering any major renovation of
OASIS. PFieF te PFGeeediRg with any FF1aj9F Fenovat an of OASIS, the City shall appFeve;
Any major renovation of OASIS shall include
facilities that directly or indirectly serve the needs of seniors.
11. Funding
11.1 The City shall, assuming the City Council has, in its sole discretion,
allocatedd appropriate funds in the annual budget, continue to fund the OASIS
professional staff, OASIS transportation program (the level of transportation services
will be Influenced by the annual Friends funding commitment, if any), OASIS Fitness
Center. contract Instructor fees associated with classes. OASIS facility maintenance
and operation and the costs associated with City sponsored Senior Services.
11.2 The Friends shall fully fund the costs (including unbudgeted City costs
resulting directly from the activity) of activities sponsored solely by the Friends.
11.3 The Friends President and the Senior Services Manager shall agree on an
equitable allocation of costs for senior events and activities that are jointly sponsored by
the City and the Friends.
11.4 The Friends will fund the cost of minor facility or equipment improvements
and selected events and activities for which no funding is allocated in the annual City
budget if the Friends Board of Directors has, in its sole discretion, approved the
expenditure after consideration of a request for funding (and accompanying justification)
presented by Center staff.
11.5 The Friends intend, as a general principle, to continue to fund a portion of
the OASIS transportation program. The OASIS transportation program service levels,
funding sources and the level of Friends' funding shall be discussed by the Rregrarn
Senior Services Manager and the Friends Executive
Committee during the preparation of the Friends and the City's preliminary budgets.
The City budget for OASIS transportation program shall include the preliminary Friends
funding commitment but actual funding is contingent on approval by the Friends Board
of Directors. The City may, in its sole discretion, modify the OASIS transportation
Friends Page 8
24 of 32
program in the event the Friends Board of Directors do not approve expenditures equal
to the preliminary funding commitment.
11.6 The- Psegra4V aad- SSPP0iGP.G GemmittepStaff and Friends leadership shall
serve as the forum for discussion of funding issues.
12. Insurance
Without limiting the Friends indemnification of City. Friends shall obtain. provide- - - Formatted: No bullets or numbering
and maintain at its own expense during the term of this Agreement or for other periods
as specified in this Agreement, policies of insurance of the type, amounts, terms and
conditions described in the Insurance Requirements attached hereto as Exhibit C. and
incorporated herein by reference.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Aaron C. Harp
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Keith D. Curry
Mayor
FRIENDS OF OASIS:
By: By:
Leilani I. Brown John Whitney
City Clerk President
John Kraus
Secretary
Attachments: Exhibit A - Role and Responsibility Matrix
Exhibit B - Friends' Offices
Exhibit C - Insurance
Friends Page 9
25 of 32
Exhibit A
City of Newport Beach — Friends of OASIS
Cooperative Agreement
Roles and Responsibilities
City Responsibilities
Senior Center Operations:
• Daily and long term Management of Center
• Calendar and scheduling (with Friends Input)
• Physical Plant
• Operational Policies and Procedures
• Personnel and Staffing
• Maintenance (with Friends Input)
• Custodial
• Utilities
• Room reservations
• Budget
• Remodeling/new construction
Oasis Senior Center Programs /activities /services
• Recreation and Educational Classes
(with Friends input)
• Special Interest Activities
(with Friends input)
• Special Events (City planned)
• Daily Meal Program
• Transportation Program
(with Friends input)
Management
Drivers
Vans
Funding
(with Friends input)
• Case Management
• Counseling
• APS & Mental Health issues
• Blood Pressure Check
• Elder Care Nurse Program
• Visual Aid Screening
• Support Groups
• Tax Assistance
• Legal Assistance
• Information and Referral service
• Telephone Reassurance
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• Medical Equipment Loan
• Health Insurance Counseling
• Job Board
• Housing Board
• In Home Care Assistance Referral
• Financial Concern Assistance
• Garden Club
• Computer Friends Club
Volunteer Responsibilities (Recruitment, Assignment and Training)
• Senior Center Reception Volunteers
• Special Event Volunteers
• Blood pressure volunteers
• Tax volunteers
• Professional volunteers
• Social Service program volunteers
• Meals programs
• Other program needs
Friends of OASIS Responsibilities
• Friends office staff
• Board of Directors
Articles of Incorporation
Bylaws
Committees (input from Staff)
Meetings (input from Staff)\
• Membership drive (input from Staff)
• Corporate SOP's (input from City)
• Friends Fundraising
Use of Senior Center Name (input and approval from City)
Written Solicitations (input and approval from City)
Annual Drive
Donor Data Base
Newspaper Bin
• Travel Office (input from City and Staff)
• Sailing Club (input from staff)
• Friends Special Events (input from staff)
Pancake Breakfast
General Membership Meeting
Rummage Sale (input from staff)
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Other activities as scheduled
Friends Finances
• management
• budgeting (input from staff)
• reporting
• Friends donations to the Center (input from staff)
Grants
• Friends Corporate Operations
• Friends request in the name of the OASIS Center (input and approval from
City)
• Cooperative Applications (Equal Responsibility)
• Center programs (Staff responsibility, input from Friends)
Friends Volunteers (recruitment, assignment & training)
• Gift shop
• Travel office
• Board Committees
• Friends special events
Joint Responsibility of the City Staff and Friends
Newsletter
• Editor (co- editor)
• Layout is performed by Staff with input from Friends
• Content
• Mailing (Jointly paid for by Friends and City)
• Advertisement (.All proceeds to fund cost of the Newsletter)
• Printing (Jointly paid for by Friends and City)
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AM
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Room 7
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30 of 32
EXHIBIT C
INSURANCE REQUIREMENTS
1.1 The Friends shall procure and maintain for the duration of this Agreement
Insurance against claims for inluries to persons or damages to property which may arise
from or in connection with the use of premises hereunder and the results of use by the
Friends, its agents, quests, representatives, employees or subcontractors.
1.2 Minimum Scope of Insurance. Coverage shall be at least as broad as:
1.2.1 Commercial General Liability (CGL): Insurance Services Office
(ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products -
completed operations, personal & advertising iniurv. with limits no less than Two Million
Dollars and 00/100 ($2,000.000) per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this proiect/location or the
general aggregate limit shall be twice the required occurrence limit.
1.2.2 Workers' Compensation: as required by the State of California, with
Statutory Limits and Employer's Liability Insurance with limit of no less than One Million
Dollars and 00/100 ($1,000,000) per accident for bodily inlury or disease.
1.2.3 Waiver of Subrogation. The Friends hereby grant to City a waiver
of any right to subrogation which any insurer of Friends may acquire against the City by
virtue of the payment of any loss under such insurance. The Friends agree to obtain
any endorsement that may be necessary to effect this waiver of subrogation but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer. If no employees, this requirement is waived
by providing an executed Certificate of Exemption from Workers' Compensation form.
If the Friends maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for the higher limits maintained by the
Friends.
1.3 Other Insurance Provisions. The insurance policies are to contain, or be
endorsed to contain, the following provisions:
1.3.1 Additional Insured Status. The City, its officers, officials.
1.3.2 Primary Coverage. For any claims related to this Agreement, the
Friends insurance coverage shall be primary insurance as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self - insurance maintained by the
City, its officers, officials, employees, or volunteers shall be excess of the Friends
insurance and shall not contribute with it.
Friends Page 1
31 of 32
1.3.3 Liquor Liability. If the Friends will be supplying alcoholic
beverages, the general liability insurance shall include host liquor liability coverage. If
using a caterer or other vendor to supply alcohol that vendor must have liquor liability
1.3.4 Notice of Cancellation. Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to the City.
1.3.6 Deductibles and Self- Insured Retentions. Any deductibles or self -
insured retentions must be declared to and approved by the City. The City may require
the Friends to purchase coverage with a lower deductible or retention or provide pro of
of ability to pay losses and related investigations, claim administration, and defense
expenses within the retention.
1.3.7 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to
the City.
1.3.8 Verification of Coverage. Friends shall furnish the City with original
certificates and amendatory endorsements or copies of the applicable policy language
effecting coverage required by this clause. All certificates and endorsements are to be
received and approved by the City with the execution of this
1.3.9 Special Risks or Circumstances. City reserves the right to modify
these requirements, including limits, based on the nature of the risk, prior experience,
insurer. coverage, or other special circumstances.
Friends Page 2
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