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HomeMy WebLinkAboutC-4963 - Community Program Agreement for Recreational and Enrichment ClassesCITY OF NEWPORT BEACH COMMUNITY PROGRAM AGREEMENT FOR RECREATIONAL & ENRICHMENT CLASSES OFFERED BY FOR MARINERS ELEMENTARY SCHOOL PARENT - TEACHER ASSOCIATION This Agreement is made and entered into as of this day of Septemger 2011 by and between the City of Newport Beach, California, a Municipal Corporation and Charter City ( "City "), and Mariners Elementary School Parent - Teacher Association, a Internal Revenue Service Code 501(c)3 nonprofit organization ( "MESPTA ") to provide classes taught by Independent Recreation Contractors (Contractor) for school year 2011 -2012 at Mariners Elementary School, 2100 Mariners Drive, Newport Beach, CA 92660 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 above written date, and shall terminate on the 30TH day of June 2012 unless terminated earlier as provided herein. 2. PRICING OF ENRICHMENT CLASSES • City will add a 32% overhead fee of the rate requested by the instructor to be charged to an individual participant. • MESPTA will receive 7% of the 32% overhead fee within 30 days after the end of each quarter. MESPTA is required to use direct deposit for payments made from the City pursuant to this Agreement. 3. DUTIES OF CITY A. City has a Joint Use Agreement with the Newport-Mesa Unified School District for use of facilities to provide community enrichment programs. B. All City Independent Contractors that will provide programming for the afterschool programs at Mariners Elementary School shall adhere to Attachment A — Independent Contractor Agreement. In summary, the Independent Contractors will be required to: 1. Provide insurance. 2. Obtain a City business license. 3. Pay for fingerprinting /background check. 4. Pay payroll taxes, if applicable. 5. Develop program curriculum. 6. Class Management - check in /out participants & working with parents. C. Registration. City shall register all participants for classes and shall collect all enrollment fees before the first class date. MESPTA shall not accept enrollment fees directly from any participant. City shall collect registration information in person at City Hall (3300 Newport Boulevard), online, fax and /or mail. Newport Beach and Mariners Elementary School Parent Teacher Association Page 1 D. Publicity. City shall provide publicity with an exclusive digital Mariners Elementary Quarterly Catalog specifically designed for MESPTA. Programs will not be included in any other City publication unless otherwise noted. The City agrees to provide a fall 2011 printed version of the catalog for all students of Mariners Elementary School. E. Refund Processing. City shall provide refunds to participants when the Class is canceled by the City. Class will be cancelled if there are less than five (5) participants. No refunds will be given once the class has met for the second time. F. City can contract with new contractors to provide recreation classes at. G. City is required to complete background checks on all City Independent Contractors and /or sub - contractors by Newport Beach Police Department & Department of Justice. City monitors Contractors /sub- contractors for criminal activity on a ongoing basis (please see Attachment A for specific details) H. City provides class audits by City staff City shall provide an "Online Participant Survey" that will be sent to the parent for each class session upon completion. J. The City will meet bi- monthly with MESPTA Board Liaison. O. City will set all class fees based on the overhead formula from Section 2. 4. DUTIES of MESPTA A. MESPTA will secure classroom space, time, and dates for the program at the Mariners Elementary School, and provide information to the City at no cost. B. MESPTA will designate a liaison to coordinate with City staff. C. MESPTA and Mariners Elementary School will provide guidance to City on specific classes to be provided. 5 INSURANCE General Liability Insurance. MESPTA 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. MESPTA's insurance coverage shall be primary insurance and/or primary source of recovery as respects to City, its elected or appointed officers, agents, officials, employees and Newport Beach and Mariners Elementary School Parent Teacher Association Page 2 volunteers as respect to all claims, losses or liability arising directly or indirectly from MESPTA's operations or service provided to the City. Any insurance or self - insurance maintained by City, its officers, officials, employees and volunteers shall be excess of MESPTA's insurance and shall not contribute with it. 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. 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, MESPTA certifies that MESPTA 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. MESPTA shall carry the insurance or provide for self- insurance required by California law to protect said MESPTA from claims under the Workers' Compensation Act. The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers. MESPTA shall submit to City, along with the required certificate of insurance a copy of such waiver of subrogation endorsement. Please initial and attach: I am attaching a copy of the General Liability Insurance with Additional Insured Endorsement that meet the above requirements. 6. COMPLIANCE WITH ALL LAWS The City, MESPTA and their employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 7. 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 MESPTA, shall remain the property of City. MESPTA shall not release such information to others without the prior written authorization by the City. MESPTA 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 MESPTA solely for administration of classes and performing City or MESPTA business or unless to promote the MESPTA educational program. MESPTA will take reasonable steps consistent with the law to prevent distribution of such information. MESPTA's obligations under this paragraph shall survive the termination of this Agreement. The rosters may be used to market or advertise for the MESPTA's program offerings that are jointly between City and MESPTA. 9. BUSINESS LICENSE Newport Beach and Mariners Elementary School Parent Teacher Association Page 3 Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City, and pay the required business license fee. This ordinance applies to businesses operating at commercial or residential locations within the City, or using a City of Newport Beach address or P.O. Box for receiving mail. The City Business License Fee is an annual tax, due every twelve (12) months. MESPTA 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. MESPTA may be eligible for paying 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 your business license must be submitted with this agreement. The City will waive the business license fee for MESPTA. 10. INDEMNIFICATION General. MESPTA shall indemnify, defend 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 MESPTA, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, MESPTA shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Intellectual Property. MESPTA 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 MESPTA of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by MESPTA 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 MESPTA 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 MESPTAto obtain the appropriate license to perform the material prior to the public performance. 11. TERMINATION City or MESPTA 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 MESPTA on a prorated basis for any classes or programs that were taught by Contractor, if any, up to the effective date of termination. 12. CONTROLLING LAW AND VENUE Newport Beach and Mariners Elementary School Parent Teacher Association Page 4 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. 13. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both MESPTA and City and approved as to form by the City Attorney. 14. 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. 15. 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. 16. 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. 17. 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. Newport Beach and Mariners Elementary School Parent Teacher Association Page 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF TH CITY ATTORNEY By: �--' KYI wen Assistant City Attorney ATTEST; as Leilarii Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation 01 Mariners Elementary School Parent Teacher Association, a Internal Revenue Service Bode 501(c�onprofit orgap(zation Byk,, Name: Title:_ By:j Name:; AI, W(, - Title: (,Title: � Tax ID #: 1 ®� (Two Corporate signatures required - resolution of the board must be attached to confirm signatures) Attachment A — Independent Contractor Agreement 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) Insurance 3) Business License Newport Beach and Mariners Elementary School Parent Teacher Association Page 6 Client#: 1255615 306CALIFCON ACORD,. CERTIFICATE OF LIABILITY INSURANCE F DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EICTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: lf.the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER BB&T Insurance Services of CA, Inc. 535 N. Brand Blvd Glendale, CA 91203 CONTACT NAME: PTA Insurance Broker PHONE 800 733-3036 FAx A/C No Ext): A/C, No): ADDRESS: capta@bbandt . com CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # 01/05/2012 INSURED California State PTA: All Units, INSURERS►:Nonprofits' Insurance Alliance XXNAIC Councils & Districts of the California INSURER B: Oak River Insurance Company 34630 State PTA & all Officers, Directors, Members of the Board of Managers, Employees & Volunteers when enjoined in the Suit with the CA State PTA. INSURERC: INSURER D: INSURER E: INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE L NS UBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1 OCCUR 201103293NP0 0110512011 01/05/2012 EACH OCCURRENCE $1,000,000 DAMAGE To PREMISES Ea occurRENTED nce$500,000 MED EXP (Any one person) $20,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 17 POLICY PRO LOC PRODUCTS - COMP/OP AGG $3,000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) $ UMBRELLA LU\B EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE $ DEDUCTIBLE RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYANY PROPRIETOR/PARTNER/EXECUTIVEY/ N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DEes SCRIPTION OF OPERATIONSbelow NIA 2200050176111 1/05/2011 01/05/201 X WCSTATU- Os I TH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Directors & Officers I 201103293D0 01105/2011�01/05/2012 1 1,000,000 Occurence 1 2;000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Nonprofit Organization/Statewide Operation This Certificate is hereby issued to any entity requiring Evidence of Insurance. This certificate does not ACORD 25 (2009/09) 1 of 1 #S5825554/M5825546 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 01988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD JCBUR