HomeMy WebLinkAboutC-5684 - Independent Contractor Agreement, Recreation InstructorAMENDMENT NO. ONE TO
INDEPENDENT CONTRACTOR AGREEMENT
RECREATION INSTRUCTOR
This AMENDMENT NO. ONE TO INDEPENDENT CONTRACTOR AGREEMENT
("Amendment No. One") is made and entered into as of this 15th day of May, 2017
("Effective Date") by and between the City of Newport Beach, a California municipal
corporation and charter city ("City"), and OCEAN ADVENTURE PROGRAMS, INC., a
California corporation ("Contractor") to provide the classes or programs in Surf and
Science ("Class" or "Program") hereby agreed upon, as scheduled and described in the
Newport Navigator and/or OASIS News, which is incorporated herein by this reference,
and as approved in writing by City.
RECITALS
A. On May 16, 2013, City and Contractor entered into an Independent Contractor
Agreement ("Agreement') to provide classes or programs in Surf and Science.
B. The Parties desire to enter into this Amendment No. One to modify compensation
terms.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
COMPENSATION
Section 2.1 of the Agreement is amended in its entirety and replaced with the following:
"2.1 City shall pay Contractor within twenty-one (21) business days after the last
Class meeting. City shall pay Contractor an amount equal to Seventy-five percent
(75%) for surf camps/classes; Seventy-five percent (75%) for camps/classes held at a
Newport -Mesa Unified School District facility; Eighty percent (80%) for private surf
lessons; Eighty-five percent (85%) for classes held at Harbor Day School of the amount
of the total enrollment fees collected, minus the non-resident fee and a Five Dollar ($5.00)
per person administration fee for each class/camp held."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
OCEAN ADVENTURE PROGRAMS, INC. 1
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 6 • to . 1'�
�- By.
Aa C. Harp L u' a Detweiler
City Attorney � R r' ation & Senior Services Director
ATTEST:
Date: . 111 11
By:
Leilani I. Brown
City Clerk
CONTRACTOR: OCEAN ADVENTURE
PROGRAMS, INC., a California
corporation
Date: MA -4 3C�� 20 k -4 -
By: (UL—,
Erik Nelson
CEO
Date:
By: 72AF
J effor e so
CFO
[END OF SIGNATURES]
OCEAN ADVENTURE PROGRAMS, INC. 2
T
00
if}
INDEPENDENT CONTRACTOR AGREEMENT
RECREATION INSTRUCTOR
This Independent Contractor Agreement ( "Agreement') is made and entered into
as of this 19th day of November, 2013 ( "Effective Date ") by and between the City of
Newport Beach, a California municipal corporation and charter city ( "City "), and OCEAN
ADVENTURE PROGRAMS, INC., a California corporation ( "Contractor") to provide the
classes or programs in Surf and Science ( "Class" or "Program ") hereby agreed upon, as
scheduled and described in the Newport Navigator and /or OASIS News, which is
incorporated herein by this reference, and as approved in writing by City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2017, unless terminated earlier as provided herein.
2. COMPENSATION
2.1 City shall pay Contractor within twenty -one (21) business days after the
last Class meeting. City shall pay Contractor an amount equal to Sixty -five percent
(65 %) for classes held at any City facility or school beginning fall season 2014;
Seventy -five percent (75 %) for surf classes; Eighty percent (80 %) for private surf
lessons; Eighty -five percent (85 %) for classes held at Harbor Day School of the
amount of the total enrollment fees collected, minus the non - resident fee and a Five
Dollar ($5.00) per person administration fee for each Class held.
2.2 City shall pay Contractor electronically. Contractor shall be responsible
for ensuring an up to date "Direct Deposit Authorization Form" is on file with City.
2.3 (If applicable) Contractors providing Classes or Programs at Mariners
Elementary School and /or Newport Elementary School ( "Schools ") shall submit to City
written notice of actual costs incurred to conduct the Class or Program at the Schools.
Subject to City's written acceptance of Contractor's actual costs, City shall, within
twenty -one (21) business days after the last Class or Program meeting, reimburse
Contractor one hundred percent (100 %) of the actual costs incurred.
3. DUTIES OF CITY
31 Registration. City shall register all participants and shall collect all
enrollment fees. Contractor shall not accept enrollment fees directly from a participant
unless City approves, in advance and in writing, the acceptance of enrollment fees by
Contractor. Contractors shall only collect material fees that are pre - approved by City
and published in advance in the Newport Navigator and /or the OASIS News (if
applicable). Such material fees shall be collected by Contractor at the first Class
meeting.
OCEAN ADVENTURE PROGRAMS, INC. 1
3.2 Publicity. City shall provide publicity for the Class in the Newport
Navigator (published on a quarterly basis) and /or the OASIS News (published on a
monthly basis). City shall have the sole discretion to decide what information will be
included in the Newport Navigator and/or the OASIS News about the Class and
Contractor. Publicity may also include flyers created by City or Contractor. Contractor -
created flyers must be approved in writing by City before distribution.
3.3 Class Facility. City shall provide a location for the Class without charging
Contractor any rental fees, unless otherwise agreed by the parties. Contractor will
request dates and times for the Classes and City will inform Contractor if the facility is
available. It is Contractor's sole responsibility to request these dates/times; City will not
schedule Contractor's Classes for it.
3.4 Refund Processing. City shall provide refunds to participants when:
3.4.1 The participant drops the Class before the second Class meeting;
3.4.2 The participant drops a one (1) day or more workshop at least
five (5) business days before the workshop begins; or
3.4.3 The Class is canceled by City or Contractor. In the latter
instance, Contractor must provide City with all required paperwork.
3.5 Class Roster, Sign -Out and Attendance Sheets. City shall provide Class
rosters, sign -out sheets and attendance sheets to Contractor online via
http : / /newportbeachca.gov /index.asr)x ?page =1432. Contractor is responsible for
requesting log -in and password information from City.
4. CONTRACTOR DUTIES
4.1 Contractors. Contractor hereby certifies that it, or any subcontractor,
representative or employee (collectively "Representatives ") who will be teaching the
Class or assisting in teaching the Class are qualified to do so, and qualified to perform
the services described above and in the Program outline submitted to City. Contractor
is responsible for all Class curriculum development. Contractor is responsible for
training, supervising, evaluating, scheduling, and any other requirements by law for all
Representatives. Contractor warrants that it will continuously furnish the necessary
personnel to provide the Program or Classes as contemplated by this Agreement.
4.2 Representatives. Contractor shall provide City with the name(s),
address(es) and phone number(s) of all Representatives who will be providing any
services pursuant to this Agreement. All Representatives of Contractor must comply
with the Fingerprint Policy (see Section 8). All Representatives must be able to provide
proof of legal right to work in the United States.
4.2.1 Representative Approval Form. Attached as Exhibit A, and
incorporated herein by reference, is the Representative Approval Form ( "Form "). Each
Contractor Representative is required to obtain the written approval of the Recreation
and Senior Services Director prior to performing any services under this Agreement.
L*]CEAN ADVENTURE - +w
Prior to Contractor using any Representative to provide any services pursuant to this
Agreement, Contractor shall submit to City a completed Form for each Representative
that Contractor desires to use to provide services pursuant to this Agreement.
Contractor, at the sole discretion of City, shall remove from the Program any
Representative assigned to the performance of services pursuant to this Agreement
upon written request of City.
4.3 Please initial the statement that applies:
1 will not be using Representatives or employees.
°0� 1 will be using Representatives. Any completed and approved Form
shalt be incorporated herein by reference. I shaft not authorize any
Representative to provide services pursuant to this Agreement
unless and until the Recreation and Senior Services Director has
approved in writing the completed Form for that individual
Representative.
4.4 Subcontracting. Contractor shall not subcontract or assign any portion of
the rights, obligations or duties required under this Agreement, without first obtaining
prior written approval from City. Subcontracts, if any, shall contain a provision making
them subject to all provisions of this Agreement.
4.5 Supplies /Equipment. Contractor shall be responsible for providing all
supplies, equipment, personnel, materials, and any additional publicity desired for the
class, at Contractor's sole expense. Contractor shall also be responsible for repairing
and maintaining all equipment and supplies in good working condition.
4.6 Anti - Discrimination Laws. Contractor agrees and certifies that no person
shall, on the grounds of race, religious creed, color, national origin, ancestry, age,
physical disability, mental disability, medical condition, including the medical condition of
Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital
status, sex, sexual orientation or any other impermissible basis under the law, be
excluded from participation in, or be denied the benefits of the services provided
pursuant to this Agreement except as otherwise permitted by law. Contractor shall,
where applicable, conform to the requirements of the Americans with Disabilities Act in
the performance of this Agreement.
4.7 Class Size. Contractor shall determine the minimum and maximum
number of participants required for each Class to ensure the quality and safety of the
Class participants. Contractor or Contractor's authorized representative is required to
attend the first Class meeting of all Class offerings advertised in the Newport Navigator
andlor OASIS News unless Contractor cancels the Class three (3) business days prior
to the start date, with the prior written approval of City. In the event of such approved
cancellation, Contractor shall be responsible for informing all registered participants. In
the event that the minimum number of participants is not met by the first Class meeting,
the Class shall be canceled and Contractor shall not be compensated for attending the
first meeting or for any canceled Class. Contractor shall not be obligated to provide any
additional services in regards to the canceled Class. If the minimum number of
OCEAN ADVENTURE -# -•
participants is met or exceeded, the Class shall be held as scheduled (even if any of the
initial participants subsequently drop the Class), subject to Section 14 of this
Agreement. If the demand is such that an additional Class could be offered, it shall be
taken under consideration and negotiated between City and Contractor. If class(es) are
canceled for two (2) consecutive quarters due to lack of enrollment, the class will not be
scheduled again until City determines that public demand has increased.
4.8 Use of Non -City Facilities for Classes. If Contractor desires to conduct the
Class at its place of business, or some other non City -owned site or facility, Contractor
must:
and
4.8.1 Notify City at least twenty -four (24) hours in advance;
4.8.2 Provide sufficient parking for all participants;
4.8.3 Post signs at the site to direct participants to the location of class;
4.8.4 Allow access to City staff to the location when requested.
4.9 Absences. Contractor shall obtain permission from City one (1) week prior
to any planned absence from the class. In the event of illness, Contractor is required to
notify City and participants at least twelve (12) hours prior to any Class cancellation.
4.9.1 City urges Contractor to get a substitute Representative when-
ever possible instead of canceling Classes. Contractor shall obtain City's prior written
approval of any substitute Representative. Any substitute Representative must have
completed a criminal background check pursuant to Section 8 prior to teaching any City
Programs or Classes and must have an authorized Representative Approval Form on
file with City.
4.10 Contact Information. Contractor is required to notify City in writing of any
name, address, telephone number, email, website or direct deposit payment changes
within forty -eight (48) hours of such change.
4.11 Contractor Informational Meeting. Contractor or Contractor's authorized
Representative or employee shall attend the Annual "Contractor Informational Meeting"
that is held in the Fall.
4.12 Camp Participant Emergency Waiver Form Requirements. All Contractors
who offer camps shall require all participants to complete and return to Contractor, or its
designee, on or before the first day of camp, a City issued "Emergency Contact
Information Form."
4.13 Sign -Out Sheets. All Camp Contractors with participants ages 10 years
and younger must have a legal guardian sign out each Class participant after each
Class. Sign out sheets along with attendance sheets are available to Contractor online
through the instructor login.
OCEAN ADVENTURE PROGRAMS, INC. 4
4.14 Other Requirements. Contractors shall:
4.14.1 Cooperate fully with all reasonable requests from City staff;
4.14.2 Maintain the highest degree of participant safety possible;
4.14.3 Injuries or Damages. Immediately report to the Recreation and
Senior Services Project Administrator named in Section 5, by phone or e-mail, any
injuries as a result of Class participation, damages to the classroom or Program facility
that could cause potential injury to a Class participant, and /or other needed
maintenance repairs;
4.14.4 Clear all participants from the designated Class area at the end of
Class time unless participants continue to use public City facilities for personal use
without conflict with other scheduled activities and in accordance with posted hours and
availability limitations;
4.14.5 Ensure that any music or sound system is kept at levels that will
not interfere with other classes or create a public disturbance /nuisance;
4.14.6 Close and secure the room or building at the end of each Class;
4.14.7 Turn off any lights, heat, air conditioning, or other utilities when
Class is finished;
4.14.8 Complete and return the quarterly "Contract Class Schedule"
requested by City if Contractor wishes to be a part of the marketing materials;
4.14.9 Know facility rules and regulations and provide pertinent
information (e.g., refunds) to participants;
4.14.10 Pay a $20 lost key /replacement fee when Contractor requests
replacement key; and
4.14.11 Abide by all City policies and procedures including, but not
limited to, the requirements set forth in the Newport Navigator and OASIS News and the
current Contractor Handbook which is incorporated herein by this reference.
Contractor's signature on this Agreement signifies acknowledgement of receipt of the
Contractor Handbook.
4.15 Contractor Photo ID Badge. Contractor and its Representatives are
required to wear a City- provided Contractor Photo ID Badge at all times while engaging
in services for City. Contractor shall be required to pay $5.00 for any lost or
replacement Contractor Photo ID Badge. Contractor Photo ID Badges are distributed
upon execution or renewal of the Agreement with City.
5. NOTICES
51 Unless otherwise indicated, all notices, demands, requests or approvals,
including change of address notices, to be given under the terms of this Agreement
OCEAN ADVENTURE PROGRAMS, INC. 5
shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States
mail, postage prepaid, first -class mail, addressed as hereinafter provided.
5.2 All notices, demands, requests or approvals from Contractor to City shall
be addressed to City at:
Attn.: Recreation Manager
Recreation and Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
5.3 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at the contact information provided on page 12 of this
Agreement.
6. INDEPENDENT CONTRACTOR
The parties intend and agree that at all times during the performance of services
under this Agreement, Contractor shall act as an Independent Contractor and shall not
be considered an agent or employee of City. As such, Contractor shall have the sole
legal responsibility to remit all federal and state income and Social Security taxes and to
provide for its own workers compensation and unemployment insurance and that of its
Representatives. Contractor also agrees to provide liability insurance as required by
City and described more fully below. City shall not be liable for any payment or
compensation in any form to Contractor other than as provided herein. City reserves
the right to employ other independent contractors and contractors who teach the same
or similar classes. City shall provide Contractor with IRS 1099 or other applicable IRS
forms at the end of the calendar year for all fees paid to Contractor.
7. INSURANCE
7.1 General Liability Insurance. Contractor must provide and maintain at all
times general liability insurance in an amount not less than One Million Dollars
($1,000,000) per occurrence for bodily injury, personal injury, and property damage.
The policy shall carry a general liability special endorsement naming the City of Newport
Beach, its elected or appointed officers, employees, agents and volunteers as additional
named insured in the amount of One Million Dollars ($1,000,000) per occurrence.
Evidence of insurance certificate shall be sent to the Recreation & Senior Services
Department and must be approved by the City Risk Manager or designee prior to the
first Class /day of instruction.
7.1.1 Contractor shall have the option of purchasing coverage through
the City of Newport Beach's Special Event insurance program, or through Southern
California Municipal Athletic Federation ( "SCMAF ") or providing its own coverage. If a
Contractor elects to obtain its own coverage, said coverage must have the policy limits
OCEAN ADVENTURE PROGRAMS, INC. 6
described above and be provided by an insurance carrier with a Best's Insurance Guide
Rating of A- (or higher) and Financial Size Category Class of VII (or larger).
7.1.2 Contractor's insurance coverage shall be primary insurance
and/or primary source of recovery with respect to City, its elected or appointed officers,
agents, officials, employees and volunteers with respect to all claims, losses or liability
arising directly or indirectly from Contractor's operations or Service provided to City.
Any insurance or self- insurance maintained by City, its officers, officials, employees and
volunteers shall be excess of Contractor's insurance and shall not contribute with it.
7.1.3 Said policy must also provide a written thirty (30) day notice of
cancellation, or ten (10) day written notice for non - payment of premium, to the City of
Newport Beach Recreation & Senior Services Department, at the following address:
P.O. Box 1768, Newport Beach, CA 92658.
7.2 Workers' Compensation Insurance. By executing this Agreement,
Contractor certifies that Contractor is aware of and will comply with Section 3700 of the
Labor Code of the State of California requiring every employer to be insured against
liability for workers' compensation or to undertake self- insurance before commencing
any work. Contractor shall carry the insurance or provide for self- insurance required by
California law to protect said Contractor from claims under the Workers' Compensation
Act.
721 The insurer issuing the Workers' Compensation insurance shall
amend its policy by endorsement to waive all rights of subrogation against City, its
elected or appointed officers, agents, officials, employees and volunteers. Contractor
shall submit to City, along with the required certificate of insurance, a copy of such
waiver of subrogation endorsement.
7.2.2 In the event Contractor has no employees requiring Contractor to
provide Workers' Compensation insurance, Contractor shall so certify to City in writing
prior to City's execution of this Agreement.
73 Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of Contractor
arising out of or in connection with work to be performed under this Agreement,
including coverage for any owned, hired, non -owned or rented vehicles, in an amount
not less than One Million Dollars ($1,000,000) combined single limit for each
occurrence, or as approved by City's Risk Manager or his /her designee.
7.4 Please initial the statement that applies:
Contractor shall provide a copy of the General Liability Insurance
with Additional Insured Endorsement that meets the above
requirements.
Contractor shall utilize City - provided insurance through Southern
California Municipal Athletic Federation ( "SCMAF ") and will pay all
required fees billed on a quarterly basis by City. I have reviewed the
OCEAN ADVENTURE PROGRAMS, INC. 7
Contractor Handbook for complete information. Please note that
SCMAF does not provide coverage for Worker's Compensation or
Automobile Insurance Liability.
8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK
8.1 Contractor and its Representatives must submit to and pass a criminal
background investigation by providing a complete set of fingerprints to City at least thirty
(30) calendar days prior to teaching, substituting for Contractor, or assisting with any
Class. Contractor and its Representatives are required to submit fees in the amount of
up to $73 per person to the City of Newport Beach, Recreation and Senior Services
Department, to cover all costs associated with fingerprinting through the City of Newport
Beach Police Department and the Department of Justice. Fingerprints may be required
to be updated every five (5) years.
8.2 In addition, all Classes involving minors age seventeen (17) or younger
must be taught in an open atmosphere where parents and guardians are able to
observe Class instruction, if so desired. At no time may the parent or guardian of a
minor be denied access to a Class.
9. TRANSPORTING OF MINOR PARTICIPANTS
9.1 Unless the Program specifically involves travel or transportation of minors
to an offsite location, Contractor, or its Representatives, shall not transport any minor
participant by vehicle or otherwise.
9.2 If, after the conclusion of any Class session, a minor participant has not
been picked up, Contractor shall make every effort to contact the minor's parent, legal
guardian, or other authorized individual to whom the minor may be released. If no
contact can be made with any of the above individuals, Contractor shall contact the City
Recreation Supervisor or Recreation Manager at the Recreation & Senior Services
Office at (949) 644 -3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol
Division at (949) 795 -2381 (Monday through Friday, 5 p.m. to 9 p.m. and Saturday and
Sunday, 9 a.m. to 5 p.m.). During all other hours, Contractor shall contact the Watch
Commander at the Newport Beach Police Department for assistance at (949) 644 -3730.
10. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS
All Class rosters, participant addresses and contact information, and any other
such information or documents compiled by City and provided to Contractor, shall
remain the property of City. Contractor shall not release such information to others
without the prior written authorization by City. Contractor shall not use such information
for any other purpose than that authorized by City. All Class rosters, Class participant
addresses and contact information, shall be used by Contractor solely for administration
of Classes and performing City business. Contractor shall take reasonable steps
consistent with the law to prevent distribution of such information. Contractor's
obligations under this Section shall survive the termination of this Agreement.
OCEAN ADVENTURE PROGRAMS, INC. 8
11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND
PUBLICITY
Contractor shall not include City's name, seal, logos or insignia, or photographs
of the Class site or participants, in any publicity pertaining to Contractor's services or
Class in any magazine, trade paper, newspaper, radio or television production, Internet,
or other printed or electronic medium without the prior written consent of City and
participants.
12. BUSINESS LICENSE
Newport Beach Municipal Code Chapter 5.04 provides that every business
operating in City must obtain a business license prior to conducting business in City,
and pay the required business license tax. The City Business License Tax is an annual
fee due every twelve (12) months. Contractor agrees to obtain a City business license
as required by Chapter 5.04 and provide proof of compliance annually. Business
License applications are available in the Revenue Division Office in Newport Beach City
Hall. In certain circumstances, Contractor may be eligible to pay a reduced Business
License Tax, which is known as an Apportioned Business Tax. A Declaration for
Apportioned Business Tax is available in the Revenue Division Office at City Hall. A
copy of the Business License must be submitted with this Agreement.
13. INDEMNIFICATION
13.1 General. Contractor shall indemnify, defend and hold harmless City, its
elected and appointed officers, employees, agents, volunteers, representatives, the City
Council, boards and commissions ( "Indemnified Parties ") with respect to any loss,
liability, injury or damage that arises out of, or is in any way related to, the acts or
omissions of Contractor, its employees, representatives, officers and agents in the
course of performing services under this Agreement; however, Contractor shall not be
required to indemnify City from any claim arising from the sole negligence or willful
misconduct of the Indemnified Parties.
13.2 Intellectual Property. Contractor shall defend, indemnify, and hold
harmless the Indemnified Parties from any claim of infringement or other proceedings
brought against City for any intentional or unintentional violation by Contractor of the
legally protected rights of any third parties, with respect to works performed, logos
displayed, or written or digital materials provided by Contractor and used during the
performance of this Agreement. Such legally protected rights of third parties include but
are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks,
service marks and copyrights vested or issued as of the effective date of this
Agreement. If Contractor will be providing a public performance of musical
compositions or arrangements that are subject to a license held by a third parry, it is the
responsibility of Contractor to obtain the appropriate license to perform the material prior
to the public performance.
OCEAN E PROGRAMS,
14. TERMINATION
City has the right, at its sole discretion and with or without cause, to terminate
this Agreement at any time by giving three (3) calendar days' prior written notice to
Contractor. In the event of termination under this Section, City shall pay Contractor on
a prorated basis for any Classes or Programs that were actually taught by Contractor, if
any, up to the effective date of termination.
a
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under the Agreement, Contractor shall submit to City in
writing, all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for
payment. Contractor and City expressly agree that in addition to all claims filing
requirements set forth in the Agreement, Contractor shall be required to file any claim
Contractor may have against City in strict conformance with the Government Claims Act
(Govt. Code §§ 944 of seq.).
16.1 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted.
16.2 Waiver. A waiver by City of any term, covenant, or condition in the
Agreement shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, covenant or condition.
16.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and Agreements of whatsoever kind or nature are merged
herein. No verbal contract or implied covenant shall be held to vary the provisions
herein.
16.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
16.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
16.6 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
OCEAN ADVENTURE -•
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
16.7 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
16.8 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
16.9 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
16.10 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
16.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
OCEAN ADVENTURE PROGRAMS, INC. 11
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 I- b -3
By: 1'
Aaron C. H"
City Attorney
ATTEST:
Date: 12,16,/3
c
By: W/';�Mk
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1.2 • ck • l3
By:
Uau a Detweilek
ec eation & SdHor Services Director
CONTRACTOR QCEAN ADVENTURE PROGRAMS, INC., a California corporation
2P°2oa EK14- offt�`bw ?Offs
Signature Date Print Name Print Title
� znvr i SEFF olat✓%eo v - F2e S
Sin D e Print Name Print Title
[END OF SIGNATURES]
Attachments: Exhibit A—Representative Approval Form
OCEAN ADVENTURE PROGRAMS, INC. 12
EXHIBIT A
REPRESENTATIVE APPROVAL FORM
PLEASE PRINT LEGIBLY
CONTRACTOR NAME:
REPRESENTATIVE: NAME:
ADDRESS:
CITY, STATE ZIP:
DATE OF BIRTH: PHONE#
I_�
SIGNATURE OF REPRESENTATIVE: DATE
-- -------------- - - ---- ---- - - - ---
CITY USE ONLY
CONTRACT #:
FINGERPRINTS: YES
BACKGROUND
CLEARED
Q YES
Q YES
PHOTO TAKEN: = YES
CONTRACTOR = YES
NOTIFIED BY EMAIL
APPROVEDBY:
LAURA DETWEILER, DIRECTOR
RECREATION He SENIOR SERVICES DEPARTMENT
No
No
s,
No
m
SIGNATURE/DATE
STAFF SIGNATURE/DATE
STAFF SIGNATURE
DATE RECEIVED
STAFF SIGNATURE/DATE
STAFF SIGNATURE/DATE
DATE
OCEAN ADVENTURE PROGRAMS, INC. 13