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
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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
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REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
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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
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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:
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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TYPE OF INSURANCE
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POLICY NUMBER
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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:
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PRODUCTS - COMP/OP AGG $3,000,000
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AUTOMOBILE
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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
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This certificate does not
ACORD 25 (2009/09) 1 of 1
#S5825554/M5825546
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
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