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HomeMy WebLinkAboutC-4744 - Community Program Agreement for Recreational and Enrichment Classes/Programs41741 CITY OF NEWPORT BEACH COMMUNITY PROGRAM AGREEMENT FOR RECREATIONAL & ENRICHMENT CLASSES /PROGRAMS OFFERED BY IRVINE VALLEY COLLEGE AND THE CITY OF NEWPORT BEACH This Agreement is made and entered into as of this dT� day o 2010 by and between the City of Newport Beach, a California Municipal Corporation and Charter City ( "City"), and South Orange County Community District, Board of Trustees for the Irvine Valley Campus ( "School ") to provide the classes or programs in recreation & enrichment for adults age fifty (50) years and older at the Newport Coast Community Center ( "NCCC ") located at 6401 San Joaquin Hills Rd., Newport Coast, CA 92657, hereby agreed upon, as scheduled and described in the Irvine Valley College Emeritus Institute and Extended Education quarterly brochure (Brochure), which is incorported herein by this reference, and as approved in writing by the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September 2012 unless terminated earlier as provided herein. 2. CONSIDERATION City shall provide facility site for classes and programs offered by School; School shall facilitate the collection of all registrations & material fees. 3. DUTIES OF CITY A. Publicity. City shall provide area in NCCC lobby on the brochure rack to display School's Brochure. City shall have the sole discretion to decide what information will be included in the School's Brochure about the classes offered. B. Room Setup. City shall provide classroom setup and takedown for School. School will provide a room set -up diagram to City three (3) business days before the class starts. C. City shall provide facility site at no charge. 4. SCHOOL DUTIES A. School. School hereby certifies that any or all School representatives or employees who will be teaching the classes or assisting in teaching the classes are qualified to do so, can provide proof of their legal right to work Irvine Valley College Page 1 in the United States and are qualified to perform the services described above and in the course outline submitted to City. B. Registration. School shall register all participants. School shall only collect materials fees and class fees that are pre- approved by the City and published in advance in the School's Brochure. Such materials fees should be collected by School on or before the first class meeting. C. SupplieslEquipment. School shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at School's sole expense, unless otherwise agreed to in writing by City. School shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. D. Anti- Discrimination Laws. School agrees and certifies that, except as permitted by law, 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 or sexual orientation, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and School agrees not to discriminate on said grounds in the hiring and retention of employees and representatives, unless authorized under Section 12940 of the California Government Code. School shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. E. Class Size. School shall determine the minimum and maximum number of participants required for each class in cooperation with City staff. The City can determine the minimum /maximum number of participants in a class to ensure the quality and, safety of the class. School or School's authorized representative is required to attend the first class meeting of all class offerings advertised in the School's Brochure unless School 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, School 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 will be cancelled and the School shall not be compensated for attending the first meeting or for any cancelled class. School shall not be obligated to provide any additional services in regards to the cancelled class. If class(es) are cancelled 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. Irvine Valley College Page 2 / . , G. Absences. City urges School to get a substitute, whenever possible, instead of cancelling classes. When cancelling a class, School shall contact all participants as soon as possible. H. Contact Information. School is required to notify City in writing of any name, address, telephone number, email and/or website changes within 48 hours of such change. Other Requirements. School shall: i. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to City staff any injuries as a result of class participation. iv. Immediately report to City staff any damage to the classroom or facility site as a result of class participation. V. Contact participants, iftwhen a class is cancelled and confirm all cancellations and /or make -up classes, in writing, with City staff. vi. Clear all participants from the designated class area at the end of class time. vii. Schedule make -up classes in advance through City. viii. Know facility rules and regulations and provide pertinent information to participants. ix. Abide by all City policies and procedures. 5. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement; School and School's agents, employees and representatives shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, School 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. School 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 School other than as provided herein. City reserves the right to employ other independent contractors and Schools who teach the same or similar classes. 6. INSURANCE General Liability Insurance. School 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 prior to the first class/day of instruction. Irvine Valley College Page 3 N Coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A and Financial Size Category Class of VII (or larger). Said policy must also provide a written 30 -day notice of cancellation (10- day written notice for non- payment of premium) to the City of Newport Beach 3300 Newport Boulevard, Newport Beach, CA 92658. Workers' Compensation Insurance. By executing this Agreement, School certifies that School 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. School shall carry the insurance or provide for self - insurance required by California law to protect said School from claims under the Workers' Compensation Act. Please initial and attach: I am attaching a copy of the General Liability Insurance with Additional Insured Endorsement that meet the above requirements. 7. COMPLIANCE WITH ALL LAWS School, and their employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 8. FINGERPRINTS AND CRIMINAL BACKGROUND The School certifies that all representatives, agents or employees for the School submitted to and passed a criminal background investigation and provided a complete set of fingerprints on file with the Department of Justice. School further certifies that representatives, agents and /or employees School shall provide to City a copy to confirm this requirement has been met. School shall not permit any representative, agent and/or employee to participate in a class if this requirement has not been met. At any time during the term of this Agreement, if any representative, agent or employee is arrested for, or convicted of, a felony crime, the School must report this to the City within one (1) business day of receiving such information. School must immediately remove said representative, agent or employee from any class. 9. 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 School, shall remain the property of City. School shall not release such information to others without the prior written authorization by City. School shall not use such information for any other purpose than those authorized by City All class rosters, class participant addresses and contact information, shall be used by the School solely for administration of classes and performing City business or unless to promote the School educational program.. School will take reasonable steps consistent with the law to prevent distribution of such information. School's obligations under this paragraph shall survive the termination of this Agreement. Irvine Valley College Page 4 The rosters may not be used to market or advertise for the School's program offerings that are jointly between City and School. 10. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY School shall not include City's name, logos or insignia, or photographs of the class participants, in any publicity pertaining to School'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. 11. INDEMNIFICATION General. Instructor shall defend, indemnify, and hold harmless City, its elected and appointed officers, employees, agents, 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 Instructor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Instructor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Intellectual Property. Instructor 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 Instructor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Instructor 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 Instructor will be providing a public performance of musical compositions or arrangements that are subject to a license held by a third party, it is the responsibility of Instructor to obtain the appropriate license to perform the material prior to the public performance. Irvine Valley College Page 5 13. TERMINATION City or School has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving thirty (30) calendar days prior written notice. In the event of termination under this Section, City shall pay School on a prorated basis for any classes or programs that were actually taught by School, if any, up to the effective date of termination. 14. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 15. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both School and City and approved as to form by the City Attorney. 16. 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 this Agreement or any other rule of construction which might otherwise apply. 17. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and all preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 18. 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. 19. 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. Irvine Valley College Page 6 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, OFFICE OF THE CITY ATTORNEY A Municipal Corporation By: Byr�c4—� net e e hamp a ra Detweile ssis t Ci At rney *1l creation & Senior Services Director ATTEST: By: a, 4'� Leilani Brown, City Clerk SCHOOL: IRVINE VALLEY COLLEGE Reviewed By: V -2,1Z David Anderson Director of Extended Education By: /C.€ hancEOKO Tax ID: By: Ayin�4gAV (Two Corporate signatures required unless resolution of the board attached) Before submitting your contract package to the City, the following documents must be completed and or enclosed: 1) Three copies of the signed contract (a completed original contract will be mailed back for your records after processing 2) Exhibit B — Insurance Certificate with Additional Insured Endorsement - Attached 3) Exhibit C — Business License — Not needed — per Revenue. Irvine Valley College Page 7