HomeMy WebLinkAboutC-8160-2 - MOU for Continued MembershipIv
l
r
MEMORANDUM OF UNDERSTANDING
pO WITH YOUTH SPORTS COMMISSION MEMBER ORGANIZATION
► AMERICAN YOUTH SOCCER ORGANIZATION, REGION 57
U FOR CONTINUED MEMBERSHIP
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into
as of this 1ST day of July, 2021 ("Effective Date") by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
AMERICAN YOUTH SOCCER ORGANIZATION, REGION 57, a California non-profit
corporation ("Organization" or "Member Organization"), whose address is 15750 South
Vermont Avenue, Suite 200, Torrance, California 90502. This MOU is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. Organization desires membership with the City's Youth Sports Commission
("YSC") and to use the City's sports fields and athletic facilities at times and
dates specified in the most recent version of the City's "Field Allocation
Schedule," which is updated by the Recreation & Senior Services Department
and distributed on a biannual basis in the Fall and Spring, respectively.
C. City and Organization desire to enter this MOU to set forth the responsibilities of
each party regarding such use.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows -
1 .
ollows:
1. TERM
The term of this MOU shall commence on the Effective Date and shall terminate on
June 30, 2026, unless terminated earlier by the Organization by providing thirty (30)
days written notice to the City, or if by the City by providing seven (7) days written
notice, with or without cause, to the Organization.
2. DUTIES OF CITY
The City's duties under this MOU are:
2.1 City shall permit the use of the City's sports fields and athletic facilities at
times and dates allocated in the most recent version of the City's Field
Allocation Schedule.
YSCMO — American Youth Soccer Organization, Region 57 Page 1
2.2 City shall provide a basic level of maintenance at each of the City's sports
fields and athletic facilities as identified in the Youth Sports Commission
Member Requirements & Field Allocation and Use Policy ("Use Policy") as
adopted by the Parks, Beaches & Recreation Commission on April 1, 2003
and most recently amended August 4, 2015 and attached hereto as Exhibit
A, and incorporated herein by reference. City may amend the Use Policy
from time to time and such amended Use Policy shall apply hereto without
need to amend this MOU. City maintenance includes, but is not limited to:
mowing, irrigation, fertilization, aeration, restroom maintenance, and trash
removal.
3. DUTIES OF ORGANIZATION
The Organization's duties under this MOU are:
3.1 Organization shall abide by, and acknowledges receipt of, the current
version of the Use Policy.
3.2 Cooperate with City requests.
3.3 Mandated Reporter. Organization acknowledges receipt of California Penal
Code sections 11164-11174.3 and Mandated Reporting of Child
Abuse/Neglect at the time of execution of this MOU. Organization accepts
and assumes full responsibility for role as a "Mandated Reporter," as defined
by the California Penal Code. Organization agrees to train all of its staff, prior
to working with children, of their role and responsibility as a mandated
reporter, as determined by law.
4. INSURANCE
Without limiting Organization's indemnification of City, and prior to use of City's sports
fields or athletic facilities, Organization shall obtain, provide and maintain at its own
expense during the term of this MOU or for other periods as specified in this MOU, policies
of insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit B, and incorporated herein by reference.
5. HOLD HARMLESS
To the fullest extent permitted by law, Organization shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of the sports
fields, athletic facilities, and other property not owned by City upon which Organization
uses such sports fields, athletic facilities, and other property as contemplated herein
(collectively, the "Indemnified Parties") from and against any and all claims (including,
without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation, attorney's fees,
disbursements and court costs) of every kind and nature whatsoever (individually, a
Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
YSCMO — American Youth Soccer Organization, Region 57 Page 2
indirectly) to any breach of the terms and conditions of this MOU, Organization's
presence or activities conducted on sports fields and/or athletic facilities (including, but
not limited to, the negligent and/or willful acts, errors and/or omissions of Organization,
its principals, officers, agents, players, employees, vendors volunteers, suppliers,
consultants, contractors, anyone employed directly or indirectly by or associated in any
way with any of them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Organization
to indemnify the Indemnified Parties from any Claim arising from the sole negligence or
willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this MOU. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Organization.
6. NOTICES
All notices, demands, requests or approvals to be given under the terms of this MOU 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. All notices, demands,
requests or approvals from Organization to City shall be addressed to City at:
Attn: Recreation Supervisor
Recreation and Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
Phone: 949-644-3154
Fax: 949-644-3155
E-mail: recreation(a)-newportbeachca.gov
All notices, demands, requests or approvals from City to Organization shall be addressed
to Organization at:
Attention: Regional Commissioner — Region 57
American Youth Soccer Organization
PO Box 1077
Corona Del Mar, CA 92625
Phone: 949-297-6573
Email: rian.cruttenden(a)_ayso57.org
7. STANDARD PROVISIONS
7.1 Recitals. City and Organization acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this
Agreement.
YSCMO — American Youth Soccer Organization, Region 57 Page 3
7.2 Compliance with all Laws. Organization 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.
7.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition
contained herein, whether of the same or a different character.
7.4 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 agreement or implied
covenant shall be held to vary the provisions herein.
7.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this MOU and any attachments attached hereto,
the terms of this Agreement shall govern.
7.6 Interpretation. The terms of this MOU 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 MOU or any other
rule of construction which might otherwise apply.
7.7 Amendments. This MOU may be modified or amended only by a written
document executed by both Organization and City and approved as to
form by the City Attorney.
7.8 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 MOU shall continue in full force and effect.
7.9 Controlling Law and Venue. The laws of the State of California shall
govern this MOU and all matters relating to it and any action brought
relating to this MOU shall be adjudicated in a court of competent
jurisdiction in the County of Orange, State of California.
7.10 Equal Opportunity Employment. Organization represents that it is an
equal opportunity employer and it shall not discriminate against any
subcontractor, employee or applicant for employment because of race,
religious creed, color, national origin, ancestry, physical handicap, medical
condition, marital status, sex, sexual orientation, age or any other
impermissible basis under law.
7.11 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.
YSCMO — American Youth Soccer Organization, Region 57 Page 4
7.12 Counterparts. This MOU may be executed in two (2) 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]
YSCMO — American Youth Soccer Organization, Region 57 Page 5
IN WITNESS WHEREOF, the parties have caused this Memorandum of
Understanding to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3��✓0�2/�
By:►f
ar C. Ha
City Attorn
ATTEST:
Date: 4• Al. ;4;(/
CITY OF NEWPORT BEACH,
A California municipal corporation and
charter city
Date:
ByCDara
_
etweil
ion & Se or Services Director
ORGANIZATION: American Youth
Soccer Organization, Region 57, a
California non-profit 501(c)3 corporation
Date:
Signed in Counterpart
By:
Mathew Winegar
Chief Executive Officer
Date:
Signed in Counterpart
Annette Nastri
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Youth Sports Commission Member Requirements &
Field Allocation and Use Policy
Exhibit B — Insurance Requirements
YSCMO — American Youth Soccer Organization, Region 57 Page 6
IN WITNESS WHEREOF, the parties have caused this Memorandum of
Understanding to be executed on the dates written below.
APPROVED AS TO FORM:
CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE
A California municipal corporation and
charter city
Dater 310
Date:
By:
By:
C Ha a
Qar
Laura Detweiler
Attom
Recreation & Senior Services Director
ATTEST:
ORGANIZATION: American Youth
Soccer Organization,,,,,:-., Region 57, a
California non-profit. j,(6)3 corporation
Date:
Date: a I7I?i
t
By
By:
Lela>B`
Math n
Ci le
Chiefxec' ive fficer
3 %fJy Y �LhvP iii A i _,}t} � ah^y lY Yx fidl
Zi
2�s•
xc t $a•+'� f ���n w
k ism)
�se
a= v.
s�
�4 ¢
tirt
EXHIBIT A
YOUTH SPORTS COMMISSION
MEMBER REQUIREMENTS
FIELD ALLOCATION AND USE POLICY
YSCMO — American Youth Soccer Organization, Region 57 Page A-1
EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Organization's indemnification of City,
and prior to use of City's sports fields or athletic facilities, Organization shall
obtain, provide and maintain at its own expense during the term of this
Agreement, policies of insurance of the type and amounts described below and
in a form satisfactory to City. Organization agrees to provide insurance in
accordance with requirements set forth here. If Organization uses existing
coverage to comply and that coverage does not meet these requirements,
Organization agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Organization shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Organization shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Organization shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance,
with coverage at least as broad as provided by Insurance Services Office
form CG 00 01, in an amount not less than one million dollars
($1,000,000) per occurrence, one million dollars ($1,000,000) general
aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, include participants and
liability assumed under an insured contract (including the tort liability of
another assumed in a business contract) with no endorsement or
modification limiting the scope of coverage for liability assumed under a
contract.
C. Sexual Abuse/Molestation. Sexual abuse/molestation coverage shall be
included under Commercial General Liability or obtained in a separate
policy with a limit no less than one million dollars ($1,000,000) per
occurrence and two million dollars ($2,000,000) in the aggregate.
YSCMO — American Youth Soccer Organization, Region 57 Page B-1
D. Automobile Liability Insurance. Organization shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of
Organization 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 each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in
legal control of the sports fields, athletic facilities, and other property not
owned by City upon which Organization uses such sports fields, athletic
facilities, and other property as contemplated by Agreement or shall
specifically allow Organization or others providing insurance evidence in
compliance with these requirements to waive their right of recovery prior to
a loss. Organization hereby waives its own right of recovery against City,
and shall require similar written express waivers from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in
legal control of the sports fields, athletic facilities, and other property not
owned by City upon which Organization uses such sports fields, athletic
facilities, and other property as contemplated by Agreement shall be
included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
YSCMO — American Youth Soccer Organization, Region 57 Page B-2
A. Evidence of Insurance. Organization shall provide certificates of
insurance to City as evidence of the insurance coverage required herein,
along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. Insurance certificates and endorsement must be approved by
City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during
the term of this Agreement. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to
bind coverage on its behalf. At least fifteen (15) days prior to the
expiration of any such policy, evidence of insurance showing that such
insurance coverage has been renewed or extended shall be filed with the
City. If such coverage is cancelled or reduced, Organization shall, within
ten (10) days after receipt of written notice of such cancellation or
reduction of coverage, file with the City evidence of insurance showing
that the required insurance has been reinstated or has been provided
through another insurance company or companies. City reserves the right
to require complete, certified copies of all required insurance policies, at
any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Organization sixty (60) calendar days
advance written notice of such change.
C. Enforcement of Agreement Provisions. Organization acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Organization of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
YSCMO — American Youth Soccer Organization, Region 57 Page B-3
F. _City Remedies for Non -Compliance. If Organization or any subcontractor
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this MOU, or to suspend Organization's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Organization
or reimbursed by Organization upon demand.
G. Timely Notice of Claims. Organization shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Organization's performance under this MOU, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Organization's Insurance. Organization shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection.
YSCMO — American Youth Soccer Organization, Region 57 Page B-4
Chong, Matthew
From: Stinson, Mariah
Sent: Monday, July 20, 2020 4:54 PM
To: Chong, Matthew; Huson, Cody
Subject: FW: Compliance Alert -Vendor Number FV00000087
FYI, AYSO 57 insurance has been approved
MARIAH STINSON I Administrative Assistant Recreation & Senior Services Department City of Newport Beach City Hall -
100 Civic Center Drive, Bay E, Newport Beach, CA 92660
1949-644-3158 1 : mstinson@newportbeachca.gov visit us: www.newportbeachca.gov/recreation
-----Original Message -----
From: Customer Service <customerservice@ebix.com>
Sent: Monday, July 20, 2020 4:49 PM
To: Stinson, Mariah <MStinson@newportbeachca.gov>; Insurance <insurance@newportbeachca.gov>
Cc: sagar@ebix.com
Subject: Compliance Alert -Vendor Number FV00000087
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of
insurance requirements. FV00000087 American Youth Sports Organization, Region 57
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.