HomeMy WebLinkAboutC-6282 - Cooperative Agreement for the Marina Park Community Boating ProgramMUTUAL TERMINATION OF COOPERATIVE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR
THE MARINA PARK COMMUNITY BOATING PROGRAM
THIS MUTUAL TERMINATION OF COOPERATIVE AGREEMENT
("Termination") is made and entered into as of this 2-a day of June, 2020 ("Effective
Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA, a California domestic non-profit corporation, on behalf of the University of
California, Irvine ("University"), whose address is 250 Public Services Building, Irvine,
California 92697, 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 and University entered into a certain Cooperative Agreement between the City
of Newport Beach and the Regents of the University of California for the Marina
Park Community Boating Program, dated September 8, 2015 ("Agreement").
C. Section 6.3.2 of the Agreement provides that City and/or the University shall have
the right, at its sole and absolute discretion and without cause, to terminate the
Agreement at any time by giving no less than one year (365 calendar days) prior
written notice to the respective other party, however, the City and University
mutually agree to terminate the Agreement at this time.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERMINATION
1.1 The City and University hereby waive the right to one (1) year prior written
notice of termination and mutually agree to terminate the Agreement, attached hereto as
Exhibit "A," which shall take effect on June 30, 2020 ("Termination Date"). Upon the
Termination Date, Programming authorized under Sections 1.1 through 1.9 of the
Agreement shall terminate except as provided in Section 1.2.
1.2 Notwithstanding the foregoing, Section 1.7 (UCI Sailing Association
(UCISA) Members) of the Agreement authorizes UCISA members to use University fleet
subject to certain conditions. University provided City a list of existing UCISA members
and City agrees to honor UCISA members use of vessels identified in Section 4.2.5 of
this Termination subject to availability and term of membership, provided the UCISA
member has successfully passed skipper rating tests. These rated members may sign up
for "open sail hours" in accordance with Section 1.7 of the Agreement, and membership
registration and boat check-outs at Marina Park shall be managed by the City.
2. ACCOUNTING
2.1 Section 1.13 (Accounting and Reconciliation) of the Agreement requires the
City and University to provide an accounting to the other party within specific time frames
for the immediately preceding enrollment period. On or before June 30, 2020, the
University shall provide the City a final statement, in writing, certified by the University to
be correct, showing the total enrollment fees attributable to the Marina Park Community
Boating Program ("Program") during the Spring 2020 and any precedent academic
quarter, a reconciliation statement supporting the final statement and pay any amounts
owed to the City.
2.2 Likewise, on or before June 30, 2020, the City shall provide University a
final statement, in writing, certified by the City to be correct, showing the total enrollment
fees attributable to the Program during the preceding quarter or any preceding period, a
reconciliation statement supporting the final statement, and pay any amounts owed to the
University.
3. FACILITY
3.1 Dedicated Space. On or before the Termination Date, University shall
remove all equipment, personal property, or materials owned by University from the
Facilities identified in Section 2 (Facility) of the Agreement. The City shall retain
ownership of all Program Facilities and their associated furniture, fixtures, and equipment
as provided in Section 2.2 of the Agreement.
3.2 Security. University shall provide all materials in its possession
regarding use of the Program Facility's security system, all key cards and pass codes to
the City on or before the Termination Date.
4. EQUIPMENT
4.1 This Section 4 (Equipment) addresses the allocation of Equipment identified
in Section 3.2 and more particularly described in Exhibit "D" ("Vessel Fleet") of the
Agreement based upon this Termination. Equipment owned or acquired exclusively by
the City prior to, or during the term of this Agreement, includes the following:
4.1.1 Two (2) RS Ventures
4.1.2 Twelve (12) RS Quests
4.1.3 Twenty (20) Sabots
4.1.4 Three (3) 2011 WD Schock Lido 14's
4.1.5 Eight (8) Kayaks - Singles
4.1.6 Sixteen (16) Kayaks —Doubles
4.1.7 Thirty-five (35) Stand -Up Paddleboards
4.2 Equipment owned or acquired exclusively by the University prior to, or
during the term of this Agreement, includes the following:
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4.2.1 Seven (7) Vanguard Flying Juniors (FJ's)
4.2.2 One (1) 1984 Boston Whaler Motor Boat
4.2.3 Three (3) 2012 WD Schock Lido 14's
4.2.4 Two (2) 2016 Zodiac Inflatable Boats
4.2.5 Six (6) 2011 Waterline J22's
4.3 The City shall retain ownership of the vessels identified in Section 4.1
above. University shall retain ownership of the vessels identified in Sections 4.2.1 through
4.2.4. The University agrees to sell to the City and the City agrees to purchase from the
University the vessels identified in Section 4.2.5 for the fair market value identified below,
plus City shall pay all applicable taxes and fees, including sales taxes and transfer fees
directly to the California Department of Motor Vehicles. (The vessels identified in Section
4.2.5 may collectively be referred to herein as "Transferred Vessels.") Details regarding
the vessels described in Sections 4.1 and 4.2 above are provided in Exhibit "B" which is
attached hereto and incorporated by reference. University shall remove the vessels
identified in Sections 4.2.1 through 4.2.4 and any other University property within ten (10)
days of the Termination Date.
4.4 Upon payment by City of the amount set forth in the following paragraph,
University shall execute and deliver all necessary documentation to ensure the transfer
of title and ownership of the Transferred Vessels from University to City and provide all
maintenance records for the Transferred Vessels to the City on or before the Termination
Date. City agrees to pay University all amounts due under the Agreement and this
Termination via wire transfer, plus Forty -Five Dollars and 00/100 ($45.00) for wire transfer
fee each wire transfer Following execution of this Termination, University shall provide
wire transfer instructions to City.
The estimated fair market value of the vessels identified in Section 4.2.5 is Twenty
Thousand Dollars and 00/100 ($20,000.00) per vessel, for a total of One Hundred Twenty
Thousand Dollars and 00/100 ($120,000.00) for all six (6) vessels. The City
acknowledges and agrees that it has had adequate time prior to the execution of this
Termination to perform any desired or recommended inspection and/or testing of the
Transferred Vessels. Further, City expressly understands and agrees the Transferred
Vessels are being sold by University to City "as is" and without any warranty.
4.5 Fleet Refurbishment Payment. The City and University mutually agree
that all fleet refurbishments payments pursuant to Section 3.5 (Annual fleet refurbishment
payment) of the Agreement have been paid and that no outstanding balances are owed
by either party.
5. STAFFING
Under Section 4 (Staffing) of the Agreement, University assumed staffing
responsibilities for the Program and University or its employees are not agents or
employees of the City. No civil service status or other right of employment accrued, or
shall accrue, to University or its employees. Nothing in the Agreement or this Termination
shall be deemed to constitute approval for University or any of University's employees or
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agents, to be the agents or employees of City. Upon Termination, the City shall not be
responsible for the employment, termination, benefits or any amounts owed to University
employees and/or agents.
6. INDEMNIFICATION / INSURANCE
Each party shall indemnify, defend, and hold harmless the other party as set forth
in Section 5 (Indemnification/Insurance) of the Agreement, and maintain required levels
of insurance as set forth in Exhibit "E" (Insurance Requirements) of the Agreement, until
the date that title and ownership of all Transferred Vessels are officially in the name of
the City. Upon the transfer of title and ownership in all Transferred Vessels to the City,
City shall defend, indemnify and hold harmless University, UCI, UC Regents, its officers,
employees, and agents from and against any and all liability, loss, expense (including
reasonable attorneys' fees), or claims for injury, including death, or damages arising out
of the use of the Transferred Vessels under this Termination.
7. UNIVERSITY'S RESPONSIBILITIES
University agrees to reasonably cooperate with the City in the transition of the
operation of the Program by the City or a new provider including providing requested
documents and/or responding to reasonable informal requests for information in a timely
manner. In light of COVID-19, the City understands and agrees that delays may occur in
the University's response to the City's requests for documents and/or information.
8. STANDARD PROVISIONS
8.1 Recitals. City and University acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Termination.
8.2 Waiver. By this Termination, the City and University waive any breach, of
any term, covenant or condition of the Agreement except for any breach of any term,
covenant or condition that is not reasonably foreseeable at the time of execution of this
Termination.
8.3 Integrated Contract. This Termination 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.
8.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Termination and the Agreement or any other attachments
attached hereto, the terms of this Termination shall govern.
8.5 Interpretation. The terms of this Termination 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 Termination or any other rule of
construction which might otherwise apply.
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8.6 Severability. If any term or portion of this Termination 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.
8.7 Controlling 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.
8.8 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.
8.9 Counterparts. This Termination 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]
Regents of the University of California Page 5
IN WITNESS WHEREOF, the parties have caused this Termination to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: G U 1 w 13 0
By: _Vc I
-(�AAaro . Harp
City tto ey
ATTEST: Z9,10—
Date: 11,
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�P
®� C.1 FO���
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 8l7 /dam
By: ��-�----
Will O' eil
Mayor
UNIVERSITY: THE REGENTS OF THE
UNIVERSITY OF CALIFORNIA, a
California domestic non-profit corporation
Date:
Signed in Counterpart
By:
Snehal Bhatt
Chief Procurement Officer
[END OF SIGNATURES]
Attachments: Exhibit A – Cooperative Agreement Between the City of Newport
Beach and the Regents of the University of California for the Marina
Park Community Boating Program
Exhibit B - Vessel Fleet Detail
Regents of the University of California Page 6
IN WITNESS WHEREOF, the parties have caused this Termination to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE
a California municipal corporation
Date:_
Date:
By:
By:
-AAaro . Harp
Will O'Neill
City tto ey
Mayor
ATTEST:
UNIVERSITY: THE REGENTS OF THE
Date:
UNIVERSITY OF CALIFORNIA, a
California domestic non-profit corporation
Date: ,�,q 7 o,2
By:
By:__.Z 9 -
Leilani I. Brown
Snehal Bhatt "
City Clerk
Chief Procurement Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Cooperative Agreement Between the City of Newport
Beach and the Regents of the University of California for the Marina
Park Community Boating Program
Exhibit B - Vessel Fleet Detail
Regents of the University of California Page 6
EXHIBIT
COOPERATIVE AGREEMENT BETWEEN THE CITY OF NEWPORT
BEACH AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR THE MARINA PARK COMMUNITY BOATING PROGRAM
Regents of the University of California Page A-1
COOPERATIVE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR THE MARINA PARK COMMUNITY BOATING PROGRAM
THIS COOPERATIVE AGREEMENT ("Agreement), is made and entered into this
Stn day of September, 2015 by and between the CITY OF NEWPORT BEACH ("City")
and The Regents of the University of California, (hereinafter the "University") individually
referred to as "Party" or collectively as "Parties."
RECITALS
WHEREAS, City's Marina Park Project ("Project") encompasses a 10.5 -acre site
and contemplates construction of a public park; a 24,000 -square -foot Community and
Sailing Center building; a 23 -slip marina; a reconstructed 19th Street restroom building;
a freestanding playground lighthouse feature; themed playground; cafe; outdoor fitness
circuit; parking lots; and frontage street improvements;
WHEREAS, the University expressly acknowledges that the legislature of the
State of California has placed public trust restrictions on the use of a portion of the land
where the Project is situated pursuant to that certain "Compromise Title Settlement and
Land Exchange Agreement Regarding Certain Lands in the Vicinity of Lower Newport
Bay City of Newport Beach California" recorded by the Orange County Clerk -Recorder
as Instrument No. 2012000667036 on October 31, 2012 in the Official Records of the
County of Orange, California and the 1978 legislative grant found in Chapter 74 of the
Statutes of 1978 ("Beacon Bay Bill") wherein City acts as trustee, as portions of the
Project site constitute filled tidelands. City has made no representation or warranty
relative to the validity of the Beacon Bay Bill or the power of the legislature of the State
of California to remove public trust restrictions on tidelands through legislation. The
University shall not take any action that would cause City to be in violation of any
provisions of the Beacon Bay Bill. If the State of California terminates, or modifies the
Beacon Bay Bill to prohibit the uses contemplated under this Agreement, this
Agreement shall terminate as a result and the Parties shall be released from all
liabilities and obligations under this Agreement and City shall owe no compensation to
the University.
WHEREAS, City strives to enhance the quality of life by providing diverse
opportunities in safe and well-maintained facilities and parks and pledges to respond to
the community needs by creating quality educational, environmental, recreational,
cultural, and social programs for people of all ages. The City continues to foster
community partnerships and opportunities to enhance recreation offerings while
minimizing general fund support; and
WHEREAS, since 1965, the University has offered a comprehensive boating
program in Newport Harbor and has partnered with City since 2009 to successfully
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manage City's summer boating program. The University's focus on safety and
education has delivered a variety of recreational boating opportunities in Newport Beach
through the highest of training standards for beginner and continuing education in
sailing and boating; and
WHEREAS, City and the University desire to enter into a Cooperative Agreement
to allow City's boating program to be available on a year-round basis while minimizing
overhead costs through utilization of the University's highly -trained staff. Through a
Cooperative Agreement, the University will be able to maintain its university boating
program in Newport Harbor at Marina Park, in conjunction with the programs offered by
the City of Newport Beach; and
WHEREAS, a Cooperative Agreement between the City's Recreation & Senior
Services Department and the University's Recreation and Boating Program will facilitate
the expansion of City's summer sailing program into a year-round boating safety,
education and recreational program at the newly constructed Marina Park Sailing
Center; and
WHEREAS, City and the University share a common mission and set of values in
providing quality programs and accessibility to boating for all abilities, through excellent
customer service, creativity and innovation, with an emphasis on learning through
recreational programs; and
WHEREAS, by entering into a Cooperative Agreement, City and the University
commit to providing beginning through advanced sailing, kayaking and stand up paddle
boarding classes for Newport Beach residents, visitors and the University campus
affiliates at Marina Park; and
WHEREAS, this Agreement is intended to memorialize the obligations and
responsibilities of the Parties in order for the parties to offer a successful boating
program to the community and the University throughout the term of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals of fact, and of the
mutual covenants and conditions contained herein and other consideration, the value
and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. PROGRAMMING
1.1 Description of Programming. The boating program that is jointly operated
by City and the University at Marina Park shall be known as the Marina Park
Community Boating Program and shall be referred to hereinafter as the "Program."
University will manage the operations of the comprehensive boating Program to include
classes and programs in the areas of sailing, stand up paddling and kayaking, which will
be available to youth, teens and adult residents of the City of Newport Beach, visitors
and the University affiliates. Programs shall be offered in the beginner to advanced skill
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level categories, utilizing equipment including, but not limited to, sail and powerboats,
dinghies, keelboats, stand up paddle boards and kayaks. These programs are generally
described in the attached Exhibit "A", which is incorporated herein by this reference, and
is a Sample Quarterly Programming Activity Schedule, The City and the University
agree to work cooperatively in good faith to adjust this schedule as necessary based on
community needs and demand.
1.2 Except as provided otherwise herein, the University shall be the exclusive
vendor at Marina Park for programs in the following disciplines: sailing, stand up
paddling and kayaking.
1.2.1 The City of Newport Beach shall continue to operate its municipal
camp programs including paddle boarding and kayaking and shall provide,
maintain and be responsible for City -owned equipment when doing so.
1.2.2 If the University provides prior written approval, which approval may
be withheld at the University's sole and absolute discretion, other third -parties
may enter into a contract with City to operate programs in the areas of sailing,
stand up paddling or kayaking at Marina Park.
1.3 University and Scheduled Classes Program registrations for the
University staffed programming will be administered by City ActiveNet software program
or equivalent. City shall pay the University an amount equal to 65% of the amount of
total enrollment fees collected, minus a five dollar ($5.00) per transaction administration
fee for each class held.
1.4 Private and Semi -Private Lessons. Registrations for Private and Semi -
Private lessons (1-2 registered participants) will be administered by City ActiveNet
program or equivalent. City shall pay the University an amount equal to 75% of the
amount of total enrollment fees collected, minus a five dollar ($5.00) per transaction
administration fee for each class held.
1.5 University -Affiliated Private Group Classes From time to time, University
administers custom programming for the University -affiliated groups such as UCI
Student groups or UCI Faculty groups. The University shall collect and retain 75% of
collected registration fees and pay 25%, minus a five dollar ($5.00) per transaction
administration fee to City.
1.6 Non -Affiliated Private Group Classes. Programs for a variety of non-
affiliated organizations such as Girl Scouts or Corporations, which are organizations not
associated with the University, may be provided and registration for these programs will
be administered by City ActiveNet program. City shall pay the University an amount
equal to 65% of the amount of total enrollment fees collected, minus a five dollar ($5.00)
per transaction administration fee for each class held.
1.7 UCI Sailing Association (UCISA) Members. UCISA members have
successfully passed skipper ratings tests and are permitted to use the University fleet of
sailboats for their personal use. Up to 50% of membership slots shall be open to the
University affiliates and 50% of slots shall be open to residents of the City of Newport
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Beach. Rated skippers with a current membership shall have access to an online
registration system and may sign up for "open sail hours." Boat check-outs at Marina
Park will be managed and facilitated by the University. Membership registration shall be
administered by and the University. The University shall collect and pay City an amount
equal to 25% of the amount of total membership fees collected, minus a five dollar
($5.00) per transaction administration fee.
1.8 UCI Sailing Team. The UCI Sailing Team ("UCI Team") is comprised of
approximately 20 undergraduate students who compete in inter -collegiate regattas. The
UCI Team utilizes their fleet of 14' Flying Juniors ("FJ's"), which shall be stored and
operated at Marina Park along with their associated equipment. The FJ's may be used
for advanced racing classes in supervised class settings offered to the public. The UCI
Team shall be the only competitive sailing team with practice and boat storage at
Marina Park. Additional teams may be added with the mutual consent of both the
University and City. UCI Team members may serve as the University's boating program
instructional staff and are considered role models to youth and adults who matriculate
through the Program.
1.9 Boatinq Program Soecial Events All events outside of regularly scheduled
class programming and private or custom class programs (i.e., Regattas) that are
considered by City's Municipal Code as "Special Events" shall be regulated by Chapter
11.03 of the Newport Beach Municipal Code as the same may be amended from time to
time.
1.10 Meet and Confer. City and the University shall meet on a quarterly basis to
discuss the Marina Park Community Boating Program to assure a cohesive effort in the
programming of the Marina Park Sailing Center.
1.11 Class Slots. All Program classes (excluding UCISA and the University or
general program Private Group Classes) shall be open to the general public. Certain
programs will have restrictions based on age, skill level, experience levels and pre-
requisites. Classes will be run jointly and registration will be available to University
affiliates and the general public, with the special attention, consideration and intention to
allow for equal access and class spaces to University and City affiliates.
1.12 Fees to All Others. City, by virtue of the "Beacon Bay Bill," acts on behalf
of the State of California as the trustee of tidelands located within City's limits. As the
Program classes will be located on that portion of Marina Park that is located on
tidelands and in accordance with the non-discrimination language contained within the
Beacon Bay Bill, City shall charge the same fees to City of Newport Beach residents as
non-residents.
1.13 Accounting and Reconciliation Within thirty (30) calendar days after the
end of each academic quarter beginning with the first full quarter following the
commencement of operation of the Marina Park Community Boating Program and for
the term hereof, as may be extended as provided herein, University shall furnish to City
a statement in writing, certified by University to be correct, showing the total enrollment
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fees attributable to the Marina Park Community Boating Program during the preceding
quarter. The fees due to City pursuant to this section shall be remitted to the City
concurrent with the submission of the reconciliation statement.
Within twenty one (21) business days after the final class meeting, City shall pay the
University an amount equal to the percentage identified herein of the total amount of
enrollment fees collected for the class minus a five dollar ($5.00) per person
administration fee for each enrolled class held:
2. FACILITY
2.1 The University shall be responsible for safeguarding the facility, as defined
below, which may only be utilized for mutually agreed upon purposes identified in this
agreement. The University -run programs require the University supervision of the facility
at all times.
2.2 Dedicated Space. The Program's Facilities (hereinafter "Facilities") include
two (2) office spaces furnished by City and a sailing bay provided for use by the
University as generally depicted on Exhibit "B" attached hereto and incorporated herein.
Office one (1) shall be dedicated as a Sailing Director's Office and shall be furnished
with one (1) desk and chair, two (2) guest chairs, one (1) computer, monitor, and printer.
Office two (2) shall be dedicated as a reception/registration office and shall be furnished
with built in desk, one (1) computer, one (1) monitor and printer.
2.3 Classroom Space. All sailing classes conducted under the Program shall
be granted space as available at no charge. Requests for space shall coincide with
City's quarterly Newport Navigator production schedule for class submissions. All
submissions shall be submitted prior to the Newport Navigator proposal deadline each
quarter.
2.4 Security. A security system and key card system shall be provided by City,
training to be provided on operation of the system to the University Boating Director.
2.5 Signage. Permanent signage shall be provided by City for the University at
the sailing bay office. The University shall provide a logo and any necessary images to
complete the production of signage. The University shall be given the opportunity to
review and approve any signage prior to production.
2.6 Janitorial Service. The City shall provide janitorial service for Office one
(1) and Office two (2). The University shall be responsible for providing janitorial
maintenance for the sailing bay.
2.7 Dock Soace. Dock space and boat storage shall be provided by City and
utilized by the University as further detailed in Exhibit "C", as attached hereto and
incorporated herein. Dock space shall be maintained by City.
2.7 Parking. Non-exclusive parking shall be provided in the Marina Park
parking lots.
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2.8 Utilities. All associated with the operation of the Program, including refuse,
shall be paid by City.
3. EQUIPMENT
3.1 The University shall be responsible for safeguarding the equipment, as
defined herein, and the equipment may only be utilized for the mutually agreed upon
uses identified in this Agreement. All University -scheduled and affiliated programs
require University supervision of the equipment at all times.
3.2 Equipment. Equipment shall be defined to include the following:
3.2.1 Boat, Paddle Board and Kayak Fleet An existing fleet shall be
increased to make whole the Lido (or equivalent), Sabot, and Boston Whaler or power
boat equivalent boat fleet as detailed in Exhibit "D", as attached hereto and incorporated
herein. City and the University agree to meet and confer in good faith and on a regular
basis to ensure that Exhibit "D" is updated as necessary to maintain the existing fleet.
The City shall purchase the Lidos and Sabots (or equivalent), Boston Whaler equivalent
(coach power boats), Paddle Boards and Kayaks. Equipment purchased by City shall
be referred to herein as "City Equipment". The term "Equipment" includes the "City
Equipment". The City shall lease City Equipment to the University for a nominal fee of
One Dollar and 00/100 ($1.00) per vessel per year commencing on December 1St, 2015.
3.2.2 J22 Fleet. The University shall purchase and maintain the J22 Fleet
(or equivalent) at its sole cost and responsibility. The University will provide six (6)
already -owned J22s at the beginning of the program and will determine if additional or
replacement vessels need to be purchased in the future.
3.2.3 Flying Juniors (FJs). The University shall purchase and maintain
the FJ Fleet (or equivalent) at its sole cost and responsibility. The University will provide
eight (8) already -owned FJs at the beginning of the program and will determine if
additional or replacement vessels need to be purchased in the future.
3.2.4 The Program shall utilize boats and equipment included on Exhibit
"D" and purchased by either the University or City. The University shall maintain
insurance for the J22 and FJ Fleet, and all vessels stored at Marina Park (except for the
City -owned equipment that is solely used for City (not joint) program). The University is
responsible for all maintenance associated with the fleet. The University's insurance
shall satisfy the requirements set forth in Exhibit "E," which is attached hereto and
incorporated herein by this reference.
3.3 Equipment Storage. The racks and storage facilities for boats, Paddle
Boards, Kayaks, and related support equipment shall be purchased by City. The
ongoing maintenance, as defined herein, of items shall be responsibility of the
University.
3.4 Boat Maintenance. All Boats, Paddle Boards, and Kayaks shall be
maintained by the University. Maintenance shall be inclusive of cost and labor to
maintain the fleet in a condition that is safe and seaworthy. Maintenance shall include
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regular washing, polishing, sanding, and varnishing; frequent assessment for
broken/near broken or loose parts; proper storage and care of Equipment. When
breakdowns outside of Program's control occur, repairs shall be made with care and in
a timely manner. If major damage occurs (damage resulting in repairs over $500.00) to
a vessel that is a Lido, Sabot, Boston Whaler, Kayak or stand up Paddle Board, City
and the University shall each be responsible for paying fifty percent (50%) of the cost of
repairs and/or replacement parts of vessels, which may include the costs associated
with any insurance deductibles.
3.5 Annual fleet refurbishment payment Commencing on July 1, 2017, and
continuing each City fiscal year thereafter, City shall pay to the University up to five
thousand dollars and 00/100 ($5,000.00) annually to allocate to expenses relating to
repairs, maintenance, equipment, and fleet preparation associated with the Lido, Sabot,
Boston Whaler, Kayak, or stand up Paddle Board fleet for the year based on actual
repair costs. City will reimburse University upon submission of receipts.
3.6 Capital Purchases of Fleet As the fleet ages and repair of boats is no
longer cost effective new boats shall be purchased. The parties agree to work together
cooperatively to meet and confer in good faith in order to plan and fund the fleet as
needed. Every effort shall be made by the University and City to seek and secure grants
to defer the cost of capital purchases. All boating equipment, donations or vessel
purchases shall be mutually agreed upon by the University and City. This includes
Lidos, Sabots, Paddle Boards, Kayaks, and Boston Whalers.
4. STAFFING
4.1 The University to provide the following staffing:
a. The University shall designate a Boating Director that has expertise
and experience in boating program management and who will oversee the day-to-day
operations of the Program and the Equipment. This person shall serve as the primary
contact for the University and City may rely on the representations and approvals
provided by Boating Director.
b. The University shall provide maintenance personnel that will be
responsible for the boating fleet and all related Equipment. Equipment shall be
maintained at a level that protects the value of the property, is safe and seaworthy, and
available for the Program.
C. The University shall provide instructional staff that are trained in
proper boating instructional technique, and are compliant in all related participant and
boating safety standards.
d. The University shall provide sufficient management, waterfront
supervisory staff, and office support to ensure that all participants' needs are addressed
in a timely manner and that the safety of the program and security of the facility and
equipment is maintained.
Regents of the University of California Page 7
4.2 All Contractors and their employees, agents and representatives must
submit to and pass a criminal background investigation by providing a complete set of
fingerprints to the City at least thirty (30) calendar days prior to teaching, substituting for
contractor or assisting with any Class. Such Contractors and their employees, agents
and representatives are required to submit fees in the amount of up Seventy Three
Dollars and 00/100 ($73.00) per person to the City of Newport Beach, Recreation &
Senior Services Department, to cover all costs associated with fingerprinting through
the City of Newport Beach Police Department and the Department of Justice.
Fingerprints may be required to be updated every five (5) years. Upon the University's
request, the City will provide written confirmation of completed background
investigations.
4.3 All Classes involving minors age seventeen (17) or younger must be
taught in an open atmosphere where parents and guardians are able to observe Class
instruction, if so desired. At no time can the parent or guardian of a minor be denied
access to a Class. By signing this Agreement, the University agrees to the provisions of
this Paragraph.
S. INDEMNIFICATION / INSURANCE
5.1 The University shall indemnify, defend and hold harmless City, its City
Council, boards and commissions, officers, agents, volunteers, and employees
(collectively, the "Indemnified Parties") from and against any and all claims (including
attorney's fees and reasonable expenses for litigation and settlement) for any loss or
damages, bodily injuries, damage to, or loss of property caused by the negligent acts,
omissions or willful misconduct by City, its officers, directors, employees or agents in
connection with or arising out of the performance of this Agreement but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or
omissions of UCI, its officers, employees, or agents.
5.2 City shall indemnify, defend and hold harmless the University, its officers,
directors, employees or agents, and/or its officers, directors, employees or agents from
and against any and all claims (including attorney's fees and reasonable expenses for
litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of
property caused by the negligent acts, omissions or willful misconduct by City, its
officers, directors, employees or agents in connection with or arising out of the
performance of this Agreement but only in proportion to and to the extent such liability,
loss, expense, attorneys' fees, or claims for injury or damages are caused by or result
from the negligent or intentional acts or omissions of UCI, its officers, employees, or
agents.
5.3 Without limiting the University's indemnification of City, and prior to
commencement of the Program, the University 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 "E," and incorporated herein
by reference
Regents of the University of California page 8
6. ADDITIONAL PROVISIONS
6.1 Term of Agreement. The initial term of this Agreement shall be ten (10)
years from the Effective Date ("Initial Term"), unless terminated sooner as provided in
this Agreement, or extended as provided in Section 6.2.
6.2 Option to Extend. Provided the University is not then in default under this
Agreement beyond applicable notice and cure periods, City may extend the term of this
Agreement for two (2) additional successive terms of five (5) years (the "Option Term")
commencing on expiration of the Initial Term or an Option Term, on the same terms and
conditions as contained in this Agreement. The University must exercise its option by
giving City written notice of its intention to extend the Term at least six (6) months prior
to expiration of the Initial Term or an Option Term.
6.3 Termination.
6.3.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of thirty (30) calendar days, or if more than thirty (30) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within thirty (30) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
6.3.2 Notwithstanding the above provisions, City and/or the University
shall have the right, at its sole and absolute discretion and without cause, of terminating
this Agreement at any time by giving no less than one year (365 calendar days) prior
written notice to the University or City (other party). in the event of termination under
this Section, City shall pay the University for costs incurred as agreed upon under this
Agreement up to the effective date of termination for which the University has not been
previously paid. On the effective date of termination, the University shall deliver to City
all reports, documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
6.3.3 Shared equipment should be split to each party based on
ownership at the time of contract entry and/or program commencement. Each party
shall keep a running inventory and items shall be divvied up based on ownership of
property.
6.4 City and the University agree to work together in good faith, using
reasonable efforts to resolve any unforeseen issues and disputes arising out of the
performance of this Agreement.
Regents of the University of California Page 9
6.5 Legal Authority. City and the University hereto consent that they are
authorized to execute this Agreement on behalf of said Parties and that, by so
executing this Agreement, the Parties hereto are formally bound to the provisions of
this Agreement.
6.6 Recitals. City and the University acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
6.7 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.
6.8 Severability. If any term, provision, covenant or condition of this
Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any
court of competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and each term, provision, covenant or condition of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
6.9 Counterparts of Agreement. This Agreement may be executed and
delivered in any number of counterparts, each of which, when executed and delivered
shall be deemed an original and all of which together shall constitute the same
Agreement. Electronic signatures will be permitted.
6.10 Compliance with all Laws The Parties shall comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether in force or hereafter enacted.
6.11 Force Majeure. Either Party shall be excused from performing its
obligations under this Agreement during the time and to the extent that it is prevented
from performing by an unforeseeable cause beyond its control, including but not limited
to; any incidence of fire, flood; acts of God; commandeering of material, products,
plants or facilities by the federal, state or local government; national fuel shortage; or a
material act or omission by the other Party; when satisfactory evidence of such cause
is presented to the other Party, and provided further that such nonperformance is
unforeseeable, beyond the control and is not due to the fault or negligence of the Party
not performing.
6.12 Assignment. Neither this Agreement, nor any of the Parties' rights,
obligations, duties, or authority hereunder may be assigned in whole or in part by either
Party without the prior written consent of the other Party in its sole and absolute
discretion. Any such attempt of assignment shall be deemed void and of no force and
effect. Consent to one (1) assignment shall not be deemed consent to any subsequent
assignment, nor the waiver of any right to consent to such subsequent assignment.
Regents of the University of California Page 10
6.13 Controlling 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.
6.14 Equal Opportunity Em to ment. The University 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.
6.15 City Authorization. The City Manager of the City of Newport Beach or
his/her designee is hereby authorized, on behalf of City, to sign all documents
necessary and appropriate to carry out and implement this Cooperative Agreement and
to administer City's obligations, responsibilities, and duties to be performed under this
Cooperative Agreement.
6.16 Notices. Any notice, demand, request, consent, approval or
communication under this Agreement shall be in writing and either served personally or
sent by prepaid, first-class mail to the address set forth below. Either Party may
change its address by notifying the other Party of the change of address in writing.
Notice shall be deemed given (a) upon personal delivery or (b) forty-eight (48) hours
from deposit of such notice in the United States mail, postage prepaid.
To University:
Nidavone Niravanh
Risk Manager
250Public Services Building
Irvine, CA 92697
With a copy to:
Mandy McDonnell
Boating Director
Anteater Recreation Center
680 California Avenue
Irvine, CA 92697-4515
To City of Newport Bea -ch:
City of Newport Beach
City Manager
100 Civic Center Drive
Newport Beach, CA 92660
With a copy to:
City of Newport Beach
Department of Recreation & Senior
Services
100 Civic Center Drive
Newport Beach, CA 92660
6.17 No Attornev Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
6.18 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.
Regents of the University of California Page 11
6.19 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits to this Agreement, the terms
of this Agreement shall govern.
6.20 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.
6.21 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
[SIGNATURES ON NEXT PAGE]
Regents of the University of California Page 12
APPROVED AS TO FORM:
CITY ATT , RN '' OFFICE
Date:
Y
Aaron t✓. Harp
City Attorney
ATTEST: r
Date:
By: �
Leilani I. Brown
City Clerk
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA
Date:--V-2�-;
By:
Ji chindele
Director of Campus Recreation
CITY OF NEWPORT BEACH,
a California mW
icipal cr� _ooral
Date: /l' �-ir [�
0
Mayor
D. Selich
Date: 9 " 2-6-' Jj
By:
Nidavone Niranh
Risk Manager
[END OF SIGNATURES]
ATTACHMENT: Exhibit A: Sample Quarter of Programming Activity Schedule
Exhibit B: Program Facilities
Exhibit C: Dock Space and Boat Storage
Exhibit D: Vessel Fleet
Exhibit E: Insurance Requirements
A13-00722 Doc # 104190
Regents of the University of California Page 13
EXHIBIT A
SAMPLE QUARTER OF PROGRAMMING ACTIVITY
SCHEDULE
MARINA PARK COMMUNITY BOATING PROGRAM OPERATED BY UCI
18T SEASON IN OPERATION - SPRING, 2016*
progrems will nKery
be added, based on schoolschedules. P - -' - -"- I-,
rograms will vary, depending on season, weather, school breaks, etc. Classes will
likely be added or subtracted, based on demand.
PIEET KEY
91
IR'-DINCti[S(_ O/Re.UE$
2:77
STAtVD mADDIEBOARI)3
Y
Regents of the University of California Page A-1
EXHIBIT B
PROGRAM FACILITIES
71 a"
ftl bUl.lpj/�J
Regents of the University of California Page B-1
PF/SICHPG[PUN
W1.01
EXHIBIT D
VESSEL FLEET
VESSEL FLEET
TYPE
conn 1'11011
MARE/VENDOR
YENI
VALUE
CITY
...TOTAL
VALUE
IRMOtSED UO OWNED/
BY LEASED
SAM$
Nail h HfUPal tkuBfxdfol puff wewS
tdMk BWIS
NPx 7016
5/.ltd
W•'
9S,UW
WV
IwSPJ
Rt O1EtiS
Id'dtghy W6oal lw pulhand Jdtdn
NS
New 7016
5B,fi75
16 ••
1Sg800
(uv
INSen
t1Y1N61UNIURI
11'i'd1Iry wdwl uted ful laluyl
WseI Pw WI61a0Sr; .'alylumJ
10017011
!1:7130
tl
16,000
UIIN
Umfed
llt
17'kee1e4 vdboJl lwo—advanteJ
IBPAt
1010
IO,000
6
180 DW
UnN
OSxled
t,YAK%
Mndl6oal d",w.d to wddlP nude vllelB un lvp
fherS Kaiak
Hew 1016
$560
11••
1}110
Eily
feared
SIANUUPPAUDUBLNd1U5 11'I—d demotedw dJk MWP arv, up
Bu SUP
Ne. 1016
$175
35 •'
25,175
tdv
leased
fMCH BOAfS
if luW Uo[fom LCJI SxUfvtyttw
BoStwl SNwlel
L9/{l4dIIu1V1015 wlexle
SS.000 etypneh5.0000u11
S
11,IK10
Wm
Ov.SNN
l dR8OSIS
11' ford Oodtxn 6atmd, el 'I
Boson nhalel
efIBxSP IIeSvpxlN uuJ
5P,W0 wgny56.000 he0
I••
70.000
city
lasted
• BOJtolake4 fMJ0lf xuanl6et Mat and VJluelwPfylutetdS Vl Ble dileWflx!#IUIron ul the aljfaewCt11 dI6I ry CfWnilPQl,xlpl wawlP
"evtlhase pwu4lg xole#tultwf of WSaaeemenl
ft—d 7/10'15
Regents of the University of California Page D-1
EXHIBIT E
INSURANCE REQUIREMENTS
A. Provision of Insurance. Without limiting the University's indemnification of City,
and prior to commencement of Program, the University 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. The University agrees to provide insurance in accordance with requirements
set forth here. The University's online Certificate of Self -Insurance Coverage
(http://www.ucor).edu/risk-services/ files/uc-generic-cert-cover sheet 2014 5 pdf)
is accepted by City, with appropriate endorsements as outlined in this exhibit, as
the University's compliance with the requirements of these Insurance
Requirements.
B. 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 City Risk Manager.
C. Coverage Requirements.
Workers' Compensation Insurance. The University 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.
(a) The University 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) In the event The University has no employees requiring the University
to provide Workers' Compensation insurance, the University shall so
certify to City in writing prior to City's execution of this Agreement.
2. General Liability Insurance. The University shall maintain commercial general
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. 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) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
Regents of the University of California Page E-1
(a) The University shall have the option of purchasing liability coverage
through the City of Newport Beach's Special Event insurance program,
or through Southern California Municipal Athletic Federation
("SCMAF") or providing its own coverage. If the University elects to
obtain its own coverage, said coverage must be as outlined in this
Exhibit.
(b) Please initial the statement that applies:
The University shall provide a copy of the General
Liability Insurance with Additional Insured
Endorsement that meets the requirements contained
herein.
The University shall utilize City -provided insurance
through Southern California Municipal Athletic
Federation ("SCMAF") and will pay all required fees
billed on a quarterly basis by City. I have reviewed
the Contractor's Handbook for complete information.
Please note that SCMAF does not provide coverage for
Worker's Compensation or Automobile Insurance
Liability.
3. Automobile Liability Insurance. The University 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 the University
arising out of or in connection with Program 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.
D. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
1. Waiver of Subrogation. Worker's Compensation coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow the University or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. The University hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subcontractors.
2. 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.
Regents of the University of California Page E-2
3. Notice of Cancellation. All policies shall provide City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
4. Subcontractors. The University shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and the
University 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.
E. Additional Agreements Between the Parties. The parties hereby agree to the
following:
Evidence of Insurance. The University 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 the City 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 contract. City reserves
the right to require complete, certified copies of all required insurance
policies, at any time.
2. City's Right to Revise Requirements. The City reserves the right at any time
during the term of the contract to change the amounts and types of insurance
required by giving the University sixty (60) days advance written notice of
such change. If such change results in substantial additional cost to the
University, City and the University may renegotiate the University's
compensation.
3. Enforcement of Contract Provisions. The University acknowledges and
agrees that any actual or alleged failure on the part of City to inform the
University of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
4. Re uirements 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 the University maintains higher limits than the minimums
shown above, City requires and shall be entitled to coverage for higher limits
maintained by the University. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to
City.
Regents of the University of California Page E-3
5. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City.
6. City Remedies for Non Compliance. If the University 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 agreement, or to suspend the University'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 the University or
reimbursed by the University upon demand.
7. Timely Notice of Claims. The University shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from the
University's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies.
8. The University's Insurance. The University 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 and prosecution of the
Program.
Regents of the University of California Page E-4
EXHIBIT B
VESSEL FLEET DETAIL
Vessel Model Make Amount Year Leneth Hull Numbers CF Numbers
Regents of the University of California Page B-1
GB LDC R5044
RS Venture
RS
2
161411
D515
GB LDC R5045
D515
GB LDC D0064
L516
GB LDC D0067
L516
GB LDC D0072
L516
GB LDC D0074
L516
GB LDC D0079
L516
3
RS Quest
RS
12
141111
GB LDC D0078
L516
GB LDC D0077
O
2,
L516
GB LDC D0076
U
L516
GB LDC D0075
L516
GB LDC D0060 (?)
GB LDC D0071 (?)
GB LDC D0028
K516
Sabots
20
WDSH 6348 C111
CF 5403 XC
Lido 14's
WD Schock
3
2011
14' 6"
WDSH 6349 C111
CF 5402 XC
WDSH 6350 C111
CF 5401 XC
Kayak - Singles
8
Kayak - Doubles
16
SUP
35
Regents of the University of California Page B-1
Regents of the University of California Page B-2
Lido 14's
WD Schock
3
2012
14'
WDSH635513212
CF 5394 XC
WDSH635413212
WDSH63566212
d
J22's
Waterline
6
2011
22'
USW21632HO10
CF 9653 XS
USW21633HO10
CF 9654 XS
USW21634HO10
CF 9652 XS
USW21635K011
CF9672 XS
USW21636K011
CF 9674 XS
USW21637A111
CF 9673 XS
Inflatable Boats
(RIB)
Zodiac
2
2016
13'9"
XDCP4221J516
CF 9978 XS
XDCP4222J516
CF9979 XS
>
D
Motor Boat
Boston
Whaler
1
1984
13'4"
BWCJ3821M84E
CF 9740 XS
FJ's
Vanguard
7
13'
CF 8966 XS
CF 8962 XS
CF 8963 XS
CF 8964 XS
CF 8965 XS
CF 8995 XS
CF 9760 XS
Regents of the University of California Page B-2
COOPERATIVE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
FOR THE MARINA PARK COMMUNITY BOATING PROGRAM
THIS COOPERATIVE AGREEMENT ("Agreement), is made and entered into this
8th day of September, 2015 by and between the CITY OF NEWPORT BEACH ("City")
and The Regents of the University of California, (hereinafter the "University") individually
referred to as "Party" or collectively as "Parties."
RECITALS
WHEREAS, City's Marina Park Project ("Project") encompasses a 10.5 -acre site
and contemplates construction of a public park; a 24,000 -square -foot Community and
Sailing Center building; a 23 -slip marina; a reconstructed 19th Street restroom building;
a freestanding playground lighthouse feature; themed playground; cafe; outdoor fitness
circuit; parking lots; and frontage street improvements;
WHEREAS, the University expressly acknowledges that the legislature of the
State of California has placed public trust restrictions on the use of a portion of the land
where the Project is situated pursuant to that certain "Compromise Title Settlement and
Land Exchange Agreement Regarding Certain Lands in the Vicinity of Lower Newport
Bay City of Newport Beach California" recorded by the Orange County Clerk -Recorder
as Instrument No. 2012000667036 on October 31, 2012 in the Official Records of the
County of Orange, California and the 1978 legislative grant found in Chapter 74 of the
Statutes of 1978 ("Beacon Bay Bill") wherein City acts as trustee, as portions of the
Project site constitute filled tidelands. City has made no representation or warranty
relative to the validity of the Beacon Bay Bill or the power of the legislature of the State
of California to remove public trust restrictions on tidelands through legislation. The
University shall not take any action that would cause City to be in violation of any
provisions of the Beacon Bay Bill. If the State of California terminates, or modifies the
Beacon Bay Bill to prohibit the uses contemplated under this Agreement, this
Agreement shall terminate as a result and the Parties shall be released from all
liabilities and obligations under this Agreement and City shall owe no compensation to
the University.
WHEREAS, City strives to enhance the quality of life by providing diverse
opportunities in safe and well-maintained facilities and parks and pledges to respond to
the community needs by creating quality educational, environmental, recreational,
cultural, and social programs for people of all ages. The City continues to foster
community partnerships and opportunities to enhance recreation offerings while
minimizing general fund support; and
WHEREAS, since 1965, the University has offered a comprehensive boating
program in Newport Harbor and has partnered with City since 2009 to successfully
Regents of the University of California Page 1
manage City's summer boating program. The University's focus on safety and
education has delivered a variety of recreational boating opportunities in Newport Beach
through the highest of training standards for beginner and continuing education in
sailing and boating; and
WHEREAS, City and the University desire to enter into a Cooperative Agreement
to allow City's boating program to be available on a year-round basis while minimizing
overhead costs through utilization of the University's highly -trained staff. Through a
Cooperative Agreement, the University will be able to maintain its university boating
program in Newport Harbor at Marina Park, in conjunction with the programs offered by
the City of Newport Beach; and
WHEREAS, a Cooperative Agreement between the City's Recreation & Senior
Services Department and the University's Recreation and Boating Program will facilitate
the expansion of City's summer sailing program into a year-round boating safety,
education and recreational program at the newly constructed Marina Park Sailing
Center; and
WHEREAS, City and the University share a common mission and set of values in
providing quality programs and accessibility to boating for all abilities, through excellent
customer service, creativity and innovation, with an emphasis on learning through
recreational programs; and
WHEREAS, by entering into a Cooperative Agreement, City and the University
commit to providing beginning through advanced sailing, kayaking and stand up paddle
boarding classes for Newport Beach residents, visitors and the University campus
affiliates at Marina Park; and
WHEREAS, this Agreement is intended to memorialize the obligations and
responsibilities of the Parties in order for the parties to offer a successful boating
program to the community and the University throughout the term of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals of fact, and of the
mutual covenants and conditions contained herein and other consideration, the value
and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. PROGRAMMING
1.1 Description of Programming. The boating program that is jointly operated
by City and the University at Marina Park shall be known as the Marina Park
Community Boating Program and shall be referred to hereinafter as the "Program."
University will manage the operations of the comprehensive boating Program to include
classes and programs in the areas of sailing, stand up paddling and kayaking, which will
be available to youth, teens and adult residents of the City of Newport Beach, visitors
and the University affiliates. Programs shall be offered in the beginner to advanced skill
Regents of the University of California Page 2
level categories, utilizing equipment including, but not limited to, sail and powerboats,
dinghies, keelboats, stand up paddle boards and kayaks. These programs are generally
described in the attached Exhibit "A", which is incorporated herein by this reference, and
is a Sample Quarterly Programming Activity Schedule. The City and the University
agree to work cooperatively in good faith to adjust this schedule as necessary based on
community needs and demand.
1.2 Except as provided otherwise herein, the University shall be the exclusive
vendor at Marina Park for programs in the following disciplines: sailing, stand up
paddling and kayaking.
1.2.1 The City of Newport Beach shall continue to operate its municipal
camp programs including paddle boarding and kayaking and shall provide,
maintain and be responsible for City -owned equipment when doing so.
1.2.2 If the University provides prior written approval, which approval may
be withheld at the University's sole and absolute discretion, other third -parties
may enter into a contract with City to operate programs in the areas of sailing,
stand up paddling or kayaking at Marina Park.
1.3 University and Scheduled Classes. Program registrations for the
University staffed programming will be administered by City ActiveNet software program
or equivalent. City shall pay the University an amount equal to 65% of the amount of
total enrollment fees collected, minus a five dollar ($5.00) per transaction administration
fee for each class held.
1.4 Private and Semi -Private Lessons. Registrations for Private and Semi -
Private lessons (1-2 registered participants) will be administered by City ActiveNet
program or equivalent. City shall pay the University an amount equal to 75% of the
amount of total enrollment fees collected, minus a five dollar ($5.00) per transaction
administration fee for each class held.
1.5 University -Affiliated Private Group Classes. From time to time, University
administers custom programming for the University -affiliated groups such as UCI
Student groups or UCI Faculty groups. The University shall collect and retain 75% of
collected registration fees and pay 25%, minus a five dollar ($5.00) per transaction
administration fee to City.
1.6 Non -Affiliated Private Group Classes. Programs for a variety of non-
affiliated organizations such as Girl Scouts or Corporations, which are organizations not
associated with the University, may be provided and registration for these programs will
be administered by City ActiveNet program. City shall pay the University an amount
equal to 65% of the amount of total enrollment fees collected, minus a five dollar ($5.00)
per transaction administration fee for each class held.
1.7 UCI Sailino Association (UCISA) Members. UCISA members have
successfully passed skipper ratings tests and are permitted to use the University fleet of
sailboats for their personal use. Up to 50% of membership slots shall be open to the
University affiliates and 50% of slots shall be open to residents of the City of Newport
Regents of the University of California Page 3
Beach. Rated skippers with a current membership shall have access to an online
registration system and may sign up for "open sail hours." Boat check-outs at Marina
Park will be managed and facilitated by the University. Membership registration shall be
administered by and the University. The University shall collect and pay City an amount
equal to 25% of the amount of total membership fees collected, minus a five dollar
($5.00) per transaction administration fee.
1.8 UCI Sailing Team. The UCI Sailing Team ("UCI Team") is comprised of
approximately 20 undergraduate students who compete in inter -collegiate regattas. The
UCI Team utilizes their fleet of 14' Flying Juniors ("FJ's"), which shall be stored and
operated at Marina Park along with their associated equipment. The FJ's may be used
for advanced racing classes in supervised class settings offered to the public. The UCI
Team shall be the only competitive sailing team with practice and boat storage at
Marina Park. Additional teams may be added with the mutual consent of both the
University and City. UCI Team members may serve as the University's boating program
instructional staff and are considered role models to youth and adults who matriculate
through the Program.
1.9 Boating Program Special Events. All events outside of regularly scheduled
class programming and private or custom class programs (i.e., Regattas) that are
considered by City's Municipal Code as "Special Events" shall be regulated by Chapter
11.03 of the Newport Beach Municipal Code as the same may be amended from time to
time.
1.10 Meet and Confer. City and the University shall meet on a quarterly basis to
discuss the Marina Park Community Boating Program to assure a cohesive effort in the
programming of the Marina Park Sailing Center.
1.11 Class Slots. All Program classes (excluding UCISA and the University or
general program Private Group Classes) shall be open to the general public. Certain
programs will have restrictions based on age, skill level, experience levels and pre-
requisites. Classes will be run jointly and registration will be available to University
affiliates and the general public, with the special attention, consideration and intention to
allow for equal access and class spaces to University and City affiliates.
1.12 Fees to All Others. City, by virtue of the "Beacon Bay Bill," acts on behalf
of the State of California as the trustee of tidelands located within City's limits. As the
Program classes will be located on that portion of Marina Park that is located on
tidelands and in accordance with the non-discrimination language contained within the
Beacon Bay Bill, City shall charge the same fees to City of Newport Beach residents as
non-residents.
1.13 Accounting and Reconciliation. Within thirty (30) calendar days after the
end of each academic quarter beginning with the first full quarter following the
commencement of operation of the Marina Park Community Boating Program and for
the term hereof, as may be extended as provided herein, University shall furnish to City
a statement in writing, certified by University to be correct, showing the total enrollment
Regents of the University of California Page 4
fees attributable to the Marina Park Community Boating Program during the preceding
quarter. The fees due to City pursuant to this section shall be remitted to the City
concurrent with the submission of the reconciliation statement.
Within twenty one (21) business days after the final class meeting, City shall pay the
University an amount equal to the percentage identified herein of the total amount of
enrollment fees collected for the class minus a five dollar ($5.00) per person
administration fee for each enrolled class held:
2. FACILITY
2.1 The University shall be responsible for safeguarding the facility, as defined
below, which may only be utilized for mutually agreed upon purposes identified in this
agreement. The University -run programs require the University supervision of the facility
at all times.
2.2 Dedicated Space. The Program's Facilities (hereinafter "Facilities') include
two (2) office spaces furnished by City and a sailing bay provided for use by the
University as generally depicted on Exhibit "B" attached hereto and incorporated herein.
Office one (1) shall be dedicated as a Sailing Director's Office and shall be furnished
with one (1) desk and chair, two (2) guest chairs, one (1) computer, monitor, and printer.
Office two (2) shall be dedicated as a reception/registration office and shall be furnished
with built in desk, one (1) computer, one (1) monitor and printer.
2.3 Classroom Space. All sailing classes conducted under the Program shall
be granted space as available at no charge. Requests for space shall coincide with
City's quarterly Newport Navigator production schedule for class submissions. All
submissions shall be submitted prior to the Newport Navigator proposal deadline each
quarter.
2.4 Security. A security system and key card system shall be provided by City,
training to be provided on operation of the system to the University Boating Director.
2.5 Signage. Permanent signage shall be provided by City for the University at
the sailing bay office. The University shall provide a logo and any necessary images to
complete the production of signage. The University shall be given the opportunity to
review and approve any signage prior to production.
2.6 Janitorial Service. The City shall provide janitorial service for Office one
(1) and Office two (2). The University shall be responsible for providing janitorial
maintenance for the sailing bay.
2.7 Dock Space. Dock space and boat storage shall be provided by City and
utilized by the University as further detailed in Exhibit "C", as attached hereto and
incorporated herein. Dock space shall be maintained by City.
2.7 Parking. Non-exclusive parking shall be provided in the Marina Park
parking lots.
Regents of the University of California Page 5
2.8 Utilities. All associated with the operation of the Program, including refuse,
shall be paid by City.
3. EQUIPMENT
3.1 The University shall be responsible for safeguarding the equipment, as
defined herein, and the equipment may only be utilized for the mutually agreed upon
uses identified in this Agreement. All University -scheduled and affiliated programs
require University supervision of the equipment at all times.
3.2 Eguiament. Equipment shall be defined to include the following:
3.2.1 Boat, Paddle Board and Kayak Fleet. An existing fleet shall be
increased to make whole the Lido (or equivalent), Sabot, and Boston Whaler or power
boat equivalent boat fleet as detailed in Exhibit "D", as attached hereto and incorporated
herein. City and the University agree to meet and confer in good faith and on a regular
basis to ensure that Exhibit "D" is updated as necessary to maintain the existing fleet.
The City shall purchase the Lidos and Sabots (or equivalent), Boston Whaler equivalent
(coach power boats), Paddle Boards and Kayaks. Equipment purchased by City shall
be referred to herein as "City Equipment". The term "Equipment" includes the "City
Equipment". The City shall lease City Equipment to the University for a nominal fee of
One Dollar and 00/100 ($1.00) per vessel per year commencing on December 1s', 2015.
3.2.2 J22 Fleet. The University shall purchase and maintain the J22 Fleet
(or equivalent) at its sole cost and responsibility. The University will provide six (6)
already -owned J22s at the beginning of the program and will determine if additional or
replacement vessels need to be purchased in the future.
3.2.3 Flying Juniors (FJs). The University shall purchase and maintain
the FJ Fleet (or equivalent) at its sole cost and responsibility. The University will provide
eight (8) already -owned FJs at the beginning of the program and will determine if
additional or replacement vessels need to be purchased in the future.
3.2.4 The Program shall utilize boats and equipment included on Exhibit
"D" and purchased by either the University or City. The University shall maintain
insurance for the J22 and FJ Fleet, and all vessels stored at Marina Park (except for the
City -owned equipment that is solely used for City (not joint) program). The University is
responsible for all maintenance associated with the fleet. The University's insurance
shall satisfy the requirements set forth in Exhibit "E," which is attached hereto and
incorporated herein by this reference.
3.3 Equipment Storage. The racks and storage facilities for boats, Paddle
Boards, Kayaks, and related support equipment shall be purchased by City. The
ongoing maintenance, as defined herein, of items shall be responsibility of the
University.
3.4 Boat Maintenance. All Boats, Paddle Boards, and Kayaks shall be
maintained by the University. Maintenance shall be inclusive of cost and labor to
maintain the fleet in a condition that is safe and seaworthy. Maintenance shall include
Regents of the University of California Page 6
regular washing, polishing, sanding, and varnishing; frequent assessment for
broken/near broken or loose parts; proper storage and care of Equipment. When
breakdowns outside of Program's control occur, repairs shall be made with care and in
a timely manner. If major damage occurs (damage resulting in repairs over $500.00) to
a vessel that is a Lido, Sabot, Boston Whaler, Kayak or stand up Paddle Board, City
and the University shall each be responsible for paying fifty percent (50%) of the cost of
repairs and/or replacement parts of vessels, which may include the costs associated
with any insurance deductibles.
3.5 Annual fleet refurbishment payment. Commencing on July 1, 2017, and
continuing each City fiscal year thereafter, City shall pay to the University up to five
thousand dollars and 00/100 ($5,000.00) annually to allocate to expenses relating to
repairs, maintenance, equipment, and fleet preparation associated with the Lido, Sabot,
Boston Whaler, Kayak, or stand up Paddle Board fleet for the year based on actual
repair costs. City will reimburse University upon submission of receipts.
3.6 Capital Purchases of Fleet. As the fleet ages and repair of boats is no
longer cost effective new boats shall be purchased. The parties agree to work together
cooperatively to meet and confer in good faith in order to plan and fund the fleet as
needed. Every effort shall be made by the University and City to seek and secure grants
to defer the cost of capital purchases. All boating equipment, donations or vessel
purchases shall be mutually agreed upon by the University and City. This includes
Lidos, Sabots, Paddle Boards, Kayaks, and Boston Whalers.
4. STAFFING
4.1 The University to provide the following staffing:
a. The University shall designate a Boating Director that has expertise
and experience in boating program management and who will oversee the day-to-day
operations of the Program and the Equipment. This person shall serve as the primary
contact for the University and City may rely on the representations and approvals
provided by Boating Director.
b. The University shall provide maintenance personnel that will be
responsible for the boating fleet and all related Equipment. Equipment shall be
maintained at a level that protects the value of the property, is safe and seaworthy, and
available for the Program.
C. The University shall provide instructional staff that are trained in
proper boating instructional technique, and are compliant in all related participant and
boating safety standards.
d. The University shall provide sufficient management, waterfront
supervisory staff, and office support to ensure that all participants' needs are addressed
in a timely manner and that the safety of the program and security of the facility and
equipment is maintained.
Regents of the University of California Page 7
4.2 All Contractors and their employees, agents and representatives must
submit to and pass a criminal background investigation by providing a complete set of
fingerprints to the City at least thirty (30) calendar days prior to teaching, substituting for
contractor or assisting with any Class. Such Contractors and their employees, agents
and representatives are required to submit fees in the amount of up Seventy Three
Dollars and 00/100 ($73.00) per person to the City of Newport Beach, Recreation &
Senior Services Department, to cover all costs associated with fingerprinting through
the City of Newport Beach Police Department and the Department of Justice.
Fingerprints may be required to be updated every five (5) years. Upon the University's
request, the City will provide written confirmation of completed background
investigations.
4.3 All Classes involving minors age seventeen (17) or younger must be
taught in an open atmosphere where parents and guardians are able to observe Class
instruction, if so desired. At no time can the parent or guardian of a minor be denied
access to a Class. By signing this Agreement, the University agrees to the provisions of
this Paragraph.
5. INDEMNIFICATION / INSURANCE
5.1 The University shall indemnify, defend and hold harmless City, its City
Council, boards and commissions, officers, agents, volunteers, and employees
(collectively, the "Indemnified Parties") from and against any and all claims (including
attorney's fees and reasonable expenses for litigation and settlement) for any loss or
damages, bodily injuries, damage to, or loss of property caused by the negligent acts,
omissions or willful misconduct by City, its officers, directors, employees or agents in
connection with or arising out of the performance of this Agreement but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or
omissions of UCI, its officers, employees, or agents.
5.2 City shall indemnify, defend and hold harmless the University, its officers,
directors, employees or agents, and/or its officers, directors, employees or agents from
and against any and all claims (including attorney's fees and reasonable expenses for
litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of
property caused by the negligent acts, omissions or willful misconduct by City, its
officers, directors, employees or agents in connection with or arising out of the
performance of this Agreement but only in proportion to and to the extent such liability,
loss, expense, attorneys' fees, or claims for injury or damages are caused by or result
from the negligent or intentional acts or omissions of UCI, its officers, employees, or
agents.
5.3 Without limiting the University's indemnification of City, and prior to
commencement of the Program, the University 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 "E," and incorporated herein
by reference
Regents of the University of California Page 8
6. ADDITIONAL PROVISIONS
6.1 Term of Agreement. The initial term of this Agreement shall be ten (10)
years from the Effective Date ('Initial Term"), unless terminated sooner as provided in
this Agreement, or extended as provided in Section 6.2.
6.2 Option to Extend. Provided the University is not then in default under this
Agreement beyond applicable notice and cure periods, City may extend the term of this
Agreement for two (2) additional successive terms of five (5) years (the "Option Term")
commencing on expiration of the Initial Term or an Option Term, on the same terms and
conditions as contained in this Agreement. The University must exercise its option by
giving City written notice of its intention to extend the Term at least six (6) months prior
to expiration of the Initial Term or an Option Term.
6.3 Termination.
6.3.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of thirty (30) calendar days, or if more than thirty (30) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within thirty (30) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
6.3.2 Notwithstanding the above provisions, City and/or the University
shall have the right, at its sole and absolute discretion and without cause, of terminating
this Agreement at any time by giving no less than one year (365 calendar days) prior
written notice to the University or City (other party). In the event of termination under
this Section, City shall pay the University for costs incurred as agreed upon under this
Agreement up to the effective date of termination for which the University has not been
previously paid. On the effective date of termination, the University shall deliver to City
all reports, documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
6.3.3 Shared equipment should be split to each party based on
ownership at the time of contract entry and/or program commencement. Each party
shall keep a running inventory and items shall be divvied up based on ownership of
property.
6.4 City and the University agree to work together in good faith, using
reasonable efforts to resolve any unforeseen issues and disputes arising out of the
performance of this Agreement.
Regents of the University of California Page 9
6.5 Legal Authority. City and the University hereto consent that they are
authorized to execute this Agreement on behalf of said Parties and that, by so
executing this Agreement, the Parties hereto are formally bound to the provisions of
this Agreement.
6.6 Recitals. City and the University acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
6.7 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.
6.8 Severability. If any term, provision, covenant or condition of this
Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any
court of competent jurisdiction, the remainder of this Agreement shall not be affected
thereby, and each term, provision, covenant or condition of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
6.9 Counterparts of Agreement. This Agreement may be executed and
delivered in any number of counterparts, each of which, when executed and delivered
shall be deemed an original and all of which together shall constitute the same
Agreement. Electronic signatures will be permitted.
6.10 Compliance with all Laws. The Parties shall comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether in force or hereafter enacted.
6.11 Force Majeure. Either Party shall be excused from performing its
obligations under this Agreement during the time and to the extent that it is prevented
from performing by an unforeseeable cause beyond its control, including but not limited
to; any incidence of fire, flood; acts of God; commandeering of material, products,
plants or facilities by the federal, state or local government; national fuel shortage; or a
material act or omission by the other Party; when satisfactory evidence of such cause
is presented to the other Party, and provided further that such nonperformance is
unforeseeable, beyond the control and is not due to the fault or negligence of the Party
not performing.
6.12 Assignment. Neither this Agreement, nor any of the Parties' rights,
obligations, duties, or authority hereunder may be assigned in whole or in part by either
Party without the prior written consent of the other Party in its sole and absolute
discretion. Any such attempt of assignment shall be deemed void and of no force and
effect. Consent to one (1) assignment shall not be deemed consent to any subsequent
assignment, nor the waiver of any right to consent to such subsequent assignment.
Regents of the University of California Page 10
6.13 Controlling 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.
6.14 Equal Opportunity Employment. The University 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.
6.15 City Authorization. The City Manager of the City of Newport Beach or
his/her designee is hereby authorized, on behalf of City, to sign all documents
necessary and appropriate to carry out and implement this Cooperative Agreement and
to administer City's obligations, responsibilities, and duties to be performed under this
Cooperative Agreement.
6.16 Notices. Any notice, demand, request, consent, approval or
communication under this Agreement shall be in writing and either served personally or
sent by prepaid, first-class mail to the address set forth below. Either Party may
change its address by notifying the other Party of the change of address in writing.
Notice shall be deemed given (a) upon personal delivery or (b) forty-eight (48) hours
from deposit of such notice in the United States mail, postage prepaid.
To University:
Nidavone Niravanh
Risk Manager
250Public Services Building
Irvine, CA 92697
With a copy to:
Mandy McDonnell
Boating Director
Anteater Recreation Center
680 California Avenue
Irvine, CA 92697-4515
To City of Newport Beach:
City of Newport Beach
City Manager
100 Civic Center Drive
Newport Beach, CA 92660
With a copy to:
City of Newport Beach
Department of Recreation & Senior
Services
100 Civic Center Drive
Newport Beach, CA 92660
6.17 No Attorney Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
6.18 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.
Regents of the University of California Page 11
6.19 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits to this Agreement, the terms
of this Agreement shall govern.
6.20 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.
6.21 Amendments. This Agreement may be modified or amended only by a
written document executed by both Contractor and City and approved as to form by the
City Attorney.
[SIGNATURES ON NEXT PAGE]
Regents of the University of California Page 12
APPROVED AS TO FORM:
CITY ATT RN Y' OFFICE
Date: S 1AU
By;NA,
lam'
Aaron
City Attorney
ATTEST: _
Date:
By: kl��l (�/U/� ►''
Leilani I. Brown
City Clerk
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA
Date:
Jlr$chindele
Director of Campus Recreation
CITY OF NEWPORT BEACH,
a C=Selich
DaBy:
Mayor
Date: g Jj
By: .
Nidavone Nlf�danh
Risk Manager's
[END OF SIGNATURES]
ATTACHMENT: Exhibit A: Sample Quarter of Programming Activity Schedule
Exhibit B: Program Facilities
Exhibit C: Dock Space and Boat Storage
Exhibit D: Vessel Fleet
Exhibit E: Insurance Requirements
A13-00722 Doc # 104190
Regents of the University of California Page 13
EXHIBIT A
SAMPLE QUARTER OF PROGRAMMING ACTIVITY
SCHEDULE
MARINA PARK COMMUNITY BOATING PROGRAM OPERATED BY UCI
1ST SEASON IN OPERATION - SPRING, 2016'
_ Program wan likely expand and develop with time and as the program grows. Summer quarter will include youth camp programs and youth
programs will likely be added, based on school schedules. Programs will vary, depending on season, weather, school breaks, etc. Classes will
likely be added or subtracted. based on demand.
FLEET KEY
SAHUI'
1.1'DJIR [ (1 -MOMS QUEST
1112
STAND UP PADDLEBOARDS
RATANS
Regents of the University of California Page A-1
PROGRAMING SAMPLE
PROGRAMS
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X
X
_ Program wan likely expand and develop with time and as the program grows. Summer quarter will include youth camp programs and youth
programs will likely be added, based on school schedules. Programs will vary, depending on season, weather, school breaks, etc. Classes will
likely be added or subtracted. based on demand.
FLEET KEY
SAHUI'
1.1'DJIR [ (1 -MOMS QUEST
1112
STAND UP PADDLEBOARDS
RATANS
Regents of the University of California Page A-1
EXHIBIT B
PROGRAM FACILITIES
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Regents of the University of California Page B-1
EXHIBIT C
DOCK SPACE AND BOAT STORAGE
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Regents of the University of California Page C-1
EXHIBIT D
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Regents of the University of California Page D-1
EXHIBIT E
INSURANCE REQUIREMENTS
A. Provision of Insurance. Without limiting the University's indemnification of City,
and prior to commencement of Program, the University 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. The University agrees to provide insurance in accordance with requirements
set forth here. The University's online Certificate of Self -Insurance Coverage
is accepted by City, with appropriate endorsements as outlined in this exhibit, as
the University's compliance with the requirements of these Insurance
Requirements.
B. 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 City Risk Manager.
C. Coverage Requirements.
1. Workers' Compensation Insurance. The University 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.
(a) The University 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) In the event The University has no employees requiring the University
to provide Workers' Compensation insurance, the University shall so
certify to City in writing prior to City's execution of this Agreement.
2. General Liability Insurance. The University shall maintain commercial general
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. 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) with no endorsement or modification limiting the scope of
coverage for liability assumed under a contract.
Regents of the University of California Page E-1
(a) The University shall have the option of purchasing liability coverage
through the City of Newport Beach's Special Event insurance program,
or through Southern California Municipal Athletic Federation
("SCMAF") or providing its own coverage. If the University elects to
obtain its own coverage, said coverage must be as outlined in this
Exhibit.
(b) Please initial the statement that applies:
The University shall provide a copy of the General
Liability Insurance with Additional Insured
Endorsement that meets the requirements contained
herein.
The University shall utilize City -provided insurance
through Southern California Municipal Athletic
Federation ("SCMAF") and will pay all required fees
billed on a quarterly basis by City. I have reviewed
the Contractor's Handbook for complete information.
Please note that SCMAF does not provide coverage for
Worker's Compensation or Automobile Insurance
Liability.
3. Automobile Liability Insurance. The University 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 the University
arising out of or in connection with Program 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.
D. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
1. Waiver of Subrogation. Worker's Compensation coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow the University or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. The University hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subcontractors.
2. 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.
Regents of the University of California Page E-2
3. Notice of Cancellation. All policies shall provide City with thirty (30) days
notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
4. Subcontractors. The University shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and the
University 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.
E. Additional Agreements Between the Parties. The parties hereby agree to the
following:
1. Evidence of Insurance. The University 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 the City 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 contract. City reserves
the right to require complete, certified copies of all required insurance
policies, at any time.
2. City's Right to Revise Reguirements. The City reserves the right at any time
during the term of the contract to change the amounts and types of insurance
required by giving the University sixty (60) days advance written notice of
such change. If such change results in substantial additional cost to the
University, City and the University may renegotiate the University's
compensation.
3. Enforcement of Contract Provisions. The University acknowledges and
agrees that any actual or alleged failure on the part of City to inform the
University of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
4. 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 the University maintains higher limits than the minimums
shown above, City requires and shall be entitled to coverage for higher limits
maintained by the University. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to
City.
Regents of the University of California Page E-3
5. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City.
6. City Remedies for Non Compliance. If the University 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 agreement, or to suspend the University'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 the University or
reimbursed by the University upon demand.
7. Timely Notice of Claims. The University shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from the
University's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies.
8. The University's Insurance. The University 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 and prosecution of the
Program.
Regents of the University of California Page E-4