HomeMy WebLinkAboutC-7369-2 - Community Program Agreement for Environmental Educational Programsl' +
(" CITY OF NEWPORT BEACH COMMUNITY PROGRAM
AGREEMENT FOR ENVIRONMENTAL EDUCATIONAL
Lj PROGRAMS OFFERED BY NEWPORT BAY
CONSERVANCY
THIS COMMUNITY PROGRAM AGREEMENT ("Agreement") is made and
entered into as of this 1st day of June, 2023 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
NEWPORT BAY NATURALISTS AND FRIENDS, a California non-profit public benefit
corporation doing business as ("DBA") NEWPORT BAY CONSERVANCY ("NBC"),
whose address is 600 Shellmaker Road, Newport Beach, California 92660, and 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. City desires to engage NBC to provide programs in environmental education as
reflected in the Scope of Programs and Operation, attached hereto as Exhibit "A"
and incorporated herein by reference, (individually "Program", collectively,
"Programs") for all ages at the Back Bay Science Center Complex ("BBSC
Complex") located at 600 Shellmaker Road, Newport Beach, California 92660.
C. NBC possesses the skill, experience, ability, background, certification and
knowledge to provide the Programs described in this Agreement.
D. City has reviewed the experience and evaluated the expertise of NBC, and desires
to retain NBC to provide the Programs under the terms and conditions set forth in
this Agreement.
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 May 31, 2028, unless terminated earlier as set forth herein.
2. CONSIDERATION
City shall provide a facility site for the Programs offered by NBC and NBC shall
collect all applicable registration and material fees (collectively, "Fees") for the Programs
and shall remit to City one hundred percent (100%) of all Fees collected within ten (10)
business days of such collection.
3. DUTIES OF CITY
3.1 Facility. City shall provide NBC access to, and use of, the BBSC Complex
as a location to provide Programs without charging NBC any rental fees, unless otherwise
agreed by the parties. Available dates and times are Sundays 8:OOam - 5:OOpm and as
requested, based on availability. It is NBC's sole responsibility to request these
dates/times in writing. City will provide NBC with the deadlines to have the Programs
approved pursuant to the process outlined by the State of California for operating
programs at the BBSC Complex. City will not schedule the Programs without receiving
date/time requests from NBC. The BBSC Complex shall only be used for Programs
authorized by the City under this Agreement.
4. NBC DUTIES
4.1 Registration. NBC shall register all participants of the Programs. NBC shall
only collect Fees when published in advance on NBC's website. Fees shall be collected
by NBC on or before the first Program meeting.
4.2 Scheduling. NBC shall schedule Community Day events (hereinafter
"Community Day") on their online calendar and on any relevant printed materials in order
to inform the public of Community Day dates; the City will not be responsible for any
scheduling or advertising concerning Community Day unless otherwise agreed upon by
the City.
4.3 NBC Representatives.
4.3.1 Certification. NBC hereby certifies that it, or any subcontractor,
representative and/or employee (collectively "Representative" or "Representatives") who
will be teaching the Programs or assisting in teaching the Programs is qualified to do so,
and qualified to perform the services above and in the Programs outline submitted to the
City. NBC is responsible for all Programs curriculum development. NBC is responsible
for training, supervising, evaluating, scheduling, and any other requirements by law for all
Representatives. NBC warrants that it will continuously furnish the necessary personnel
to provide the Programs as contemplated by this Agreement.
4.3.2 Background Checks. NBC shall provide City with the names(s),
address(es) and phone number(s) of all Representatives who will be providing any
services pursuant to this Agreement. All Representatives must comply with the
Fingerprint and Criminal Background Check policy in this Agreement. All Representatives
must be able to provide proof of legal right to work in the United States.
4.4 Subcontracting. NBC 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.
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4.5 Supplies/Equipment. NBC shall be responsible for providing all supplies,
equipment, personnel, materials, and any additional publicity desired for the Programs,
at NBC's sole expense, unless otherwise agreed to in writing by City. NBC shall also be
responsible for repairing and maintaining all equipment and supplies in good working
condition.
4.6 Anti -Discrimination Laws. NBC 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 bias 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. NBC shall, where applicable, conform
to the requirements of the Americans with Disabilities Act in the performance of this
Agreement.
4.7 Absences.
4.7.1 Permission. NBC shall obtain City's written permission at least one
(1) calendar week prior to any planned absence from the Programs. In the event of illness,
NBC is required to notify City and participants at least twelve (12) hours prior to any
Program(s) cancellation.
4.7.2 Substitution. City urges NBC to get a substitute Representative
whenever possible instead of canceling Programs. NBC shall obtain City's prior written
approval of any substitute Representative. Any substitute Representative must have
completed fingerprinting and a criminal background check pursuant to this Agreement
prior to teaching any Programs.
4.8 Contact Information. NBC is required to notify City in writing of any name,
address, telephone number, and email and/or website changes within forty-eight (48)
hours of such change.
4.9 Other Requirements. NBC shall:
4.9.1 Cooperate fully with all reasonable requests from City staff;
4.9.2 Maintain the highest degree of participant safety possible;
4.9.3 Injuries or Damages. Immediately report to City's staff by phone or
email any injuries as a result of participation in Programs, damages to the BBSC Complex
or Programs facility that could cause potential injury to a Programs participant, and/or
other needed maintenance repairs;
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4.9.4 Clear all participants from the designated Program area at the end
of Program;
4.9.5 Know facility rules and regulations and provide pertinent information
to participants;
4.9.6 Abide by all City policies and procedures; and
4.9.7 Without limiting NBC's indemnification of City, and prior to
commencement of Programs, NBC 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 conditions described
in the Insurance Requirements, attached hereto as Exhibit "B" and incorporated herein by
reference.
4.10 Mandated Reporter. NBC acknowledges receipt of California Penal Code
sections 11164-11174.3 and Mandated Reporting of Child Abuse/Neglect at the time of
execution of the Agreement. NBC accepts and assumes full responsibility for role as a
"Mandated Reporter", as defined by the California Penal Code. NBC 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.
5. PROJECT ADMINISTRATOR
This Agreement will be administered by the Recreation & Senior Services
Department. The NBC Supervisor shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
6. NOTICES
Unless otherwise indicated, all notices, demands, requests or approvals, including
change of address notices, to be given under the terms of this Agreement 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.
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6.1 All notices, demands, requests or approvals from NBC to City shall be
addressed to City at:
Attn: Recreation Supervisor
Recreation & Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92660
6.2 All notices, demands, requests or approvals from City to NBC shall be
addressed to NBC at:
Attn: Heather Cieslak
Newport Bay Conservancy
600 Shellmaker Rd.
Newport Beach, CA 92660
7. INDEPENDENT CONTRACTOR
The parties intend and agree that at all times during the performance of services
or provision of the Programs under this Agreement, NBC and NBC's agents, employees
and Representatives shall act as an Independent Contractor and shall not be considered
an agent or employee of City. As such, NBC shall have the sole legal responsibility to
remit all federal and state income and social security taxes and to provide for his/her own
workers compensation and unemployment insurance and that of his/her employees or
representative. NBC 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 NBC other than as provided herein. City reserves the right to employ other
independent contractors who teach the same or similar Programs.
8. COMPLIANCE WITH ALL LAWS
NBC and its employees, agents and representatives shall at all times observe and
comply with all laws, ordinances and regulations.
9. FINGERPRINTS AND CRIMINAL BACKGROUND
NBC certifies that all representatives, agents and/or employees of NBC submitted
to and passed a criminal background investigation and provided a complete set of
fingerprints on file with the Department of Justice. NBC further certifies that
representatives, agents and/or employees shall provide to City a copy to confirm this
requirement has been met. NBC shall not permit any representative, agent and/or
employee to participate in Programs if this requirement has not been met.
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At any time during the term of this Agreement, if any representative, agent and/or
employee is arrested for, or convicted of, a felony crime, NBC must report this to the City
within one (1) business day of receiving such information. NBC must immediately remove
said representative, agent and/or employee from any Programs.
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 NBC, shall remain the
property of City. NBC shall not release such information to others without the prior written
authorization by City. NBC 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 NBC solely for administration of classes and performing City business.
NBC shall take reasonable steps consistent with the law to prevent distribution of such
information. NBC's obligations under this Section shall survive the termination of this
Agreement.
The rosters may not be used to market or advertise for the NBC's program
offerings that are not jointly between City and NBC.
11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND
PUBLICITY
NBC and NBC's agents, employees and Representatives shall not include City's
name, seal, logos or insignia, or photographs of the BBSC Complex or participants, in
any publicity pertaining to NBC's services or Program 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. HOLD HARMLESS
12.1 To the fullest extent permitted by law, NBC shall defend, indemnify, and
hold harmless City, its elected and appointed officers, employees, agents,
representatives, volunteers, the City Council, boards and commissions and any person
or entity owning or otherwise in legal control of the property upon which NBC provides
the Programs contemplated by this Agreement ("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,
attorneys' 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 indirectly) to any breach of the terms and conditions of this Agreement, any
Programs performed or provided under this Agreement including, without limitation,
defects in workmanship or materials or NBC's presence or activities conducted with
respect to the Programs (including the negligent, reckless, and/or willful acts, errors
Newport Bay Conservancy Page 6
and/or omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable, or any or all of them).
12.2 Notwithstanding the foregoing, nothing herein shall be construed to require
NBC 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 attorneys' fees in any action on or to enforce the
terms of this Agreement. 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 NBC.
13. INTELLECTUAL PROPERTY
NBC 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 NBC, its employees, representatives, officers and agents of the
legally protected rights of any third parties, with respect to works performed, logos
displayed, or written or digital materials provided by NBC 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 NBC provides a public performance of musical compositions or arrangements that is
subject to a license held by a third party, it is the responsibility of NBC to obtain the
appropriate license to perform the material prior to the public performance.
14. TERMINATION
Either party may terminate this Agreement with cause by giving thirty (30) calendar
days' prior written notice to the other party. Alternatively, either party may, at its sole
discretion and without cause, terminate this Agreement by giving thirty (30) calendar days'
prior written notice to the other party.
15. STANDARD PROVISONS
15.1 Compliance with all Laws. NBC 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.
15.2 Waiver. A waiver by City or NBC 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.
15.3 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.
Newport Bay Conservancy Page 7
15.4 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.
15.5 Amendments. This Agreement may be modified or amended only by a
written document executed by both NBC and City and approved as to form by the City
Attorney.
15.6 Controllinq 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 this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
15.7 Equal Opportunity Employment. NBC 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.
15.8 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.
15.9 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.
15.10 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.
15.11 Counterparts. This Agreement 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 and the same instrument.
[SIGNATURES ON NEXT PAGE]
Newport Bay Conservancy Page 8
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTO FFICE
DateAY'S
?�
�w
on C. arp ti3
ity Attar
ATTEST:
Date: I P1
By:
Brown
City Clerk
I- `\yam D
u _. z
CITY OF NEWPORT BEACH,
A California munic pal corporation
Date: t o 1 23
By:
Sean Levin
Recreation & Senior Services Director
CONTRACTOR: NEWPORT BAY
NATURALISTS AND FRIENDS, a California
non-profit public benefit corporation doing
business as ("DBA") NEWPORT BAY
CONSERVANCY
Date:
Signed in Counterpart
By:
Cassandra Radcliff
Chief Executive Officer
Date:
Signed in Counterpart
By:
Susie Onate
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Program and Operations
Exhibit B — Insurance Requirements
Newport Bay Conservancy Page 9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM
CITY ATTORNF�Y'S,OFFICE
Date: 6 2� 23
By:
A on C. Ha
ity Attorn y
ATTEST:
Date:
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
IN
Sean Levin
Recreation & Senior Services Director
CONTRACTOR: NEWPORT BAY
NATURALISTS AND FRIENDS, a California
non-profit public benefit corporation doing
business as ("DBA") NEWPORT BAY
CONSERy,A�C�f
Date: J (�
1
By: By: _ (-� , J�'
Leilani Brown Cassandra Ra cli
City Clerk Chief Executive Officer
Date:
By:
S ie nate
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Program and Operations
Exhibit B — Insurance Requirements
Newport Bay Conservancy Page 9
EXHIBIT A
SCOPE OF PROGRAMS AND OPERATION
I. Program Operating Terms. NBC shall oversee and conduct Programs approved
by the BBSC Programs Committee. Requests for programs, other than Community Day,
must be submitted through the BBSC Programs Committee facility use request form.
NBC and/or its Representatives are authorized to access the Back Bay Science
Center Complex ("BBSC Complex") and be on -site as an "Operating Partner." All
Programs provided by NBC and/or its Representatives must comply with and assist City
in attainment of the educational goals of the Operating Agreement between City and the
California State Department of Fish and Wildlife, et al., dated February 26, 2008, which
provides in pertinent part:
Educational Objective. The primary educational objective of the Programs Group
will be to provide high quality educational programs and exhibits for all age groups
at the BBSC Complex efficiently utilizing available resources and coordinating
programs with other facilities and providers in the Upper Newport Bay. The
education emphasis of all Programs conducted at the BBSC Complex shall be
research -based education for Grades 7-12 students and adults.
Consistent with the Operating Agreement's requirements for Educational Duties of
Programs, NBC and/or its Representatives shall:
Educational Duties of the Programs.
• Ensure that Teaching Lab programs are compliant with State education
Standards for Water quality, ecology, habitat restoration, and/or plant and
marine life;
• Assure that all potential programs and exhibits have, or have identified,
sufficient funding as a condition of approval;
• Annually prepare a schedule for educational programs, workshops, and
seminars at the BBSC Complex, subject to City approval;
• Identify the educational needs of the community in the areas of water
quality, ecology, habitat restoration, and/or plant and marine life;
• Identify and communicate with each entity that provides or seeks to provide
educational programs or opportunities at or near Newport Bay and/or the
BBSC Complex ("Provider");
• Identify the resources that each Provider has available with respect to the
education programs it offers or seeks to offer, including paid personnel,
volunteers and educational material
• Identify and evaluate existing educational materials and curriculum that may
be appropriate for incorporation into new or existing education programs at
the BBSC Complex;
• Work with interested parties to coordinate educational events;
• Coordinate educational program -related facilities needs with the Facilities
Group;
• Evaluate whether, and to what extent, the student or public education
programs can or should be coordinated with research activities such as the
Demonstration Marsh on Shellmaker Island; and
• Coordinate with the County in its educational efforts, which may include
development of an exterior interpretive panel on Water quality testing,
designing water quality -related Curriculum, training educational personnel,
assisting with higher level classes, and staffing a demonstration booth at
special events at the BBSC Complex such as "Earth Day."
NBC and/or its Representatives, as an acting Operating Partner, is permitted to
use the City's designated office space during Programs and outside of approved Program
hours.
NBC shall not represent the City as an Operating Partner for the Programs
Committee or Facilities Committee.
I1. Program Operating Procedure. Community Day opens the BBSC Complex to
the public to learn about marine life, the facility and educational program and involvement
opportunities, including the loop trail and marine life.
NBC AND/OR ITS REPRESENTATIVES ARE AUTHORIZED TO CONDUCT
COMMUNITY DAY ON SUNDAYS FROM 10:OOAM - 2:OOPM. STAFF MAY ACCESS
THE BBSC COMPLEX ON SUNDAYS FROM 8:30AM - 4:30PM FOR COMMUNITY DAY
RELATED WORK.
When NBC and/or its Representative(s) are staffing Community Day, they are to
strictly adhere to any rules, agreements, and procedures outlined in this contract.
NBC and/or its Representative(s) assigned to a Community Day shift will have
weekly responsibilities in order to ensure the safety and program quality.
shall:
Prior to opening the facility for Community Day, NBC and/or its Representative(s)
1. Inspect the facility for cleanliness and safety;
2. Unlock restrooms and teaching labs;
3. Touch tanks should be inspected and opened; and
4. Open the main gate for public vehicle entry no later than 9:55am.
During Community Day, NBC and/or its Representative(s) shall:
1. Be readily available to educate, assist, and monitor the public at all times;
2. Maintain a clean and safe facility; and
3. Report and document any accidents/incidents to NBC director.
Prior to the close of each Community Day, NBC and/or its Representative(s) shall-
1 . Inspect the facility for cleanliness and safety;
2. Inspect and lock the touch tanks;
3. Lock all facilities including restrooms, teaching labs and office areas; and
4. Ensure the main gate is closed for public vehicle entry no later than 2:00pm.
EXHIBIT B
INSURANCE REQUIREMENTS
Provision of Insurance. Without limiting NBC's indemnification of City, and prior to
commencement of Work, NBC 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. NBC agrees to provide
insurance in accordance with requirements set forth here. If NBC uses existing
coverage to comply and that coverage does not meet these requirements, NBC
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. NBC 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.
NBC shall submit to City, along with the certificate of insurance, a Waiver
of Subrogation endorsement in favor of City, its City Council, boards and
commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. NBC 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,
two million dollars ($2,000,000) general aggregate. The policy shall cover
liability arising from premises, operations, personal and advertising injury,
and liability assumed under an insured contract (including the tort liability of
another assumed in a business 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 three million dollars ($3,000,000) in the aggregate
D. Automobile Liability Insurance. NBC 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 Consultant arising out
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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.
E. Cyber Liability. Contractor shall maintain cyber liability insurance with limits
of not less than one million dollars ($1,000,000) per occurrence and two
million dollars ($2,000,000) annual aggregate covering (1) all acts, errors,
omissions, negligence, infringement of intellectual property, (2) network
security and privacy risks, including but not limited to unauthorized access,
failure of security, breach of privacy perils, wrongful disclosure, collection, or
negligence in the handling of confidential information, privacy perils,
including coverage for related regulatory defense and penalties, and (3) data
breach expenses payable whether incurred by City or Contractor, including
but not limited to consumer notification, whether or not required by law,
computer forensic investigations, public relations and crisis management
firm fees, credit file or identity monitoring or remediation services, in the
performance of services for City or on behalf of City hereunder.
F. Comprehensive Crime Coverage. Contractor shall maintain
Comprehensive Crime Coverage, including employee dishonesty/fidelity
coverage, covering the theft, loss or destruction of money and securities
either on -site or in -transit, in an amount not less than One Million Dollars
and 00/100 ($1,000,000)
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation.L 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
and employees or shall specifically allow NBC or others providing insurance
evidence in compliance with these requirements to waive their right of
recovery prior to a loss. NBC hereby waives its own right of recovery against
City, and shall require similar written express waivers from each of its
subconsultants.
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
and employees 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
Newport Bay Conservancy Page B-2
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
E. Subcontractors. NBC shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and NBC
shall ensure that City is an additional insured on insurance required from
subcontractors. For CGL coverage subcontractors shall provide coverage
with a format at least as broad as CG 20 38 04 13.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. NBC 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 endorsements 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, Consultant 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 NBC sixty (60) calendar days' advance written
notice of such change. If such change results in substantial additional cost
to NBC, City and NBC may renegotiate NBC's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage, subcontractors
shall provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. NBC acknowledges and agrees
that any actual or alleged failure on the part of City to inform NBC of non -
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compliance with any requirement imposes no additional obligations on City
nor does it waive any rights hereunder.
E. 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. If NBC maintains higher limits than
the minimums shown above, the City requires and shall be entitled to
coverage for higher limits maintained by NBC. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
F. 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.
G. City Remedies for Non -Compliance. If NBC or any subconsultant 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
Agreement, or to suspend NBC'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 NBC or reimbursed by NBC upon
demand.
H. Timely Notice of Claims. NBC shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from NBC's
performance under this Contract, 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.
NBC's Insurance. NBC 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.
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Newport Bay Conservancy A
Account Number FVOOOM922
Address:
Status:
600C Shetimaker Road, Newport Beach, CA. 92660
Compliant with Waived Deficiencies.