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HomeMy WebLinkAboutC-3772 - Amended and Restated Cooperative AgreementAMENDED 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 /0 *h 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 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 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 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 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 7.4 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 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 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 Date: �i/<; 6//� By: Aaron-C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: 1J K th D. Curry Mayor FRIENDS OF OASIS: /� Date: By: Johri%Whitney President Date: G fi —I 3 By: John' Kraus Secretary Attachments: Exhibit A — Role and Responsibility Matrix Exhibit B — Friends' Offices Exhibit C — Insurance Friends Page 8 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 • Special Interest Activities • Special Events (City planned) * Daily Meal Program • Fitness Center Operations • Transportation Program Management Drivers Vans Funding • 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 (with Friends input) (with Friends input) (with Friends input) (with Friends input) Friends Page A-1 • 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)1 • 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 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 EXHIBIT B EXHIBIT B Friends Page B-1 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 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 • • COOPERATIVE AGREEMENT This Cooperative Agreement (Agreement) between the Friends of OASIS (Friends) and the City of Newport Beach (Ci ), sometimes collectively referred to as the Parties, is dated this ?-0-t1_ day of 2005 and is made with respect to the following: RECITALS WHEREAS, the City is a municipal corporation and became a charter city in 1955. WHEREAS, the Friends is a nonprofit corporation organized in 1977 and, according to its Articles of Incorporation, was formed to advance the interests of senior citizens including those who benefit from programs and services offered at the OASIS Senior Center (OASIS). 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 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, prior to the date of this Agreement, been a function of Council Policy 1-5 and the 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 are not applicable to the other. 1 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 • OASIS is dedicated to providing programs, services, classes, activities and entertainment designed to meet the needs of seniors. • 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. • The delivery of Senior Services at OASIS shall, as specified in this Agreement, take precedence over any non -senior activity. • 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. • 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. • The OASIS Newsletter is the official publication of the OASIS Senior Center and City staff and the Friends shall jointly perform and fund all functions necessary to publication and dissemination. • The City shall, subject to the availability of funds, continue to fund the costs of the professional staff, senior programs and activities, building maintenance and a transportation program. 2 • • • 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. • 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. • 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. • Any major renovation of OASIS shall have, as its primary objective, upgrading the facility to meet the needs of seniors. 2. Program and Services Committee • The Parties hereby establish a formal Program and Services Committee. The Program and Services Committee is comprised of the Senior Services Manager, the Friends of OASIS President, up to four OASIS Senior Center staff designated by the Senior Services Manager (who may change the designation from meeting to meeting in her/his sole discretion) and up to four Friends members selected by the Friends President (who may change the designation from meeting to meeting in her/his sole discretion). • The Program and Services Committee shall be jointly chaired by the Senior Services Manager and the Friends of OASIS President. • The Program and Services Committee shall serve as a forum for discussion and, where appropriate, reach a consensus regarding the planning, scheduling and/or delivery of senior classes, activities, events and entertainment. • The Program and Services Committee shall serve as a forum for discussion and Friends' input and recommendations regarding senior programs including health services, transportation, supplemental meals and food service and similar programs involving third parties, contractors and/or the involvement of professional gerontologists. • The Program and Services Committee 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 3 proposed budgets and any budgetary constraints imposed by their respective governing bodies or boards. • The Program and Services Committee 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 scheduled and delivered in accordance with the basic principles specified in Section 1 of this Agreement. • The Program and Services Committee shall use its best efforts to schedule programs, services, classes, activities and entertainment for a period of 6-12 months to maximize opportunities for notification and participation. • During normal business hours, Senior Services shall be scheduled in accordance with the following priorities: o City sponsored Senior Services; o Friends sponsored Senior Services; o 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. • During other than normal business hours Senior Services shall be scheduled in accordance with the following priorities: o City sponsored Senior Services; o Friends sponsored Senior Services Activities with the approval of the Senior Services Manager; o City sponsored activities or events; o 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; o Any non -senior activity or event provided the application is submitted no more than 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 • 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. • The Parties agree that the "Role & Responsibility Matrix" (Matrix) that is attached as Exhibit A is an appropriate summary of those functions that each Party has historically fulfilled and/or funded. • 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 • 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. • 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. • 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 • The provision of educational programs and classes that are best calculated to serve seniors' needs is one of the most important components of the Senior Services offered at OASIS. • The Program and Services Committee will, as a regular agenda item, receive input from the Friends and other seniors regarding the most desirable or appropriate educational programs and classes (current and proposed). • 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 • The OASIS Newsletter is the official publication of the OASIS Senior Center. 5 • The City and the Friends shall jointly perform all functions related to the preparation and dissemination of the OASIS Newsletter. • The City and the Friends shall each use their best efforts to encourage senior participation, including the submittal of articles for inclusion, in the content, editing and formatting of the OASIS Newsletter. • The Parties shall jointly fund any costs (expenses Tess income) incurred in the preparation and dissemination of the OASIS Newsletter. • 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. • 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. • 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 • The Friends shall, during the term of this Agreement have the right, during normal business hours and otherwise when approved by the Senior Services Manager, to occupy that portion of OASIS that is identified on Exhibit B and the right to access hallways, restrooms and other common areas (Friends' offices). • 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. • The Friend's Officers (President, Vice President, Secretary and Treasurer) 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. • The Friends will comply with rules applicable to other OASIS users and Center staff. 6 9. Term • The term of this Agreement shall be twenty-five years from the date specified in the preamble. • Either party may terminate this Agreement, without cause, on 180 days written notice to the other, with notice served on the Senior Services Manager or served on the Friends at the OASIS office. 10. Renovation • The City and the Friends shall establish an informal facility renovation committee that would study the modifications to the physical facility that would be necessary or appropriate to better serve seniors in the event the City determines that a major renovation of the facility should be considered. • 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. • Prior to proceeding with any major renovation of OASIS, the City shall approve, after conducting at least two formal meetings with the Friends, a written plan that identifies the manner in which the renovation would serve the needs of seniors, the specific improvements that are proposed, the extent to which construction can be phased to minimize the impact on the provision of Senior Services and the manner in which the improvements are to be funded. • Any major renovation of OASIS shall include facilities that directly or indirectly serve the needs of seniors. 11. Funding • 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 facility maintenance and operation and the costs associated with City sponsored Senior Services. • The Friends shall fully fund the costs (including unbudgeted City costs resulting directly from the activity) of activities sponsored solely by the Friends. • 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. 7 • • • 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. • 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 Program and Services 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. • The Program and Services Committee shall serve as the forum for discussion of funding issues. )ti`ds DATED By -�2 '1 ��'� W By /It :,%e.. President of the Friends of OASIS M. or of Ne 'po Beach Approved as to Form Robin Clauson, City Attorney ATTEST LaVonne Harkless, City Clerk F:\users\canshared\Burnham\Oasis\Ag\03 05clnred.doc 8