HomeMy WebLinkAbout18 - Approval of Independent Contractor Agreement for the Fostering interest in Nature (FiiN) ProgramQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
August 22, 2023
Agenda Item No. 18
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Sean Levin, Recreation and Senior Services Director - 949-644-
3151, slevin@newportbeachca.gov
PREPARED BY: Justin Schmillen, Recreation and Senior Services Deputy Director-
949-644-3160, jchmillen@newportbeachca.gov
PHONE: 949-644-3151
TITLE: Approval of Independent Contractor Agreement with Newport Bay
Naturalists and Friends, d.b.a. Newport Bay Conservancy, for the
Fostering interest in Nature (FiiN) program.
ABSTRACT:
Staff is requesting City Council approval of a five-year agreement between the City of
Newport Beach (City) and Newport Bay Naturalists and Friends, d.b.a. Newport Bay
Conservancy, to run the Fostering interest in Nature program (FiiN).
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060 (c)(3) of the CEQA Guidelines, because
this action will not result in a physical change to the environment, directly or indirectly;
b) Award a five (5) year professional services agreement for the Fostering interest in
Nature Program to Newport Bay Naturalists and Friends, d.b.a. Newport Bay
Conservancy, for the total not -to -exceed amount of $692,500, and authorize the
Mayor and City Clerk to execute the agreement; and
c) Approve Budget Amendment No. 24-017 to appropriate $76,758.65 in increased
expenditure appropriations for the program modifications of increasing the number of
programs per year.
DISCUSSION:
In 2015, the California Coastal Commission (CCC) approved the coastal development of
the Lido House Hotel on the Balboa Peninsula. The CCC also approved in -lieu mitigation
fees from the project to support the Fostering interest in Nature (FiiN) program and fulfill
the provision of lower -cost overnight opportunities. FiiN was provided a budget of
$1.47 million, stemming from both the Lido House Hotel project and City funds. The
overnight, environmental education program for Title I fifth grade students in Orange
County takes place throughout the Upper Newport Bay to immerse 3,500 students in a
natural setting and the rich ecology of the surrounding ecosystem over a 10-year period.
Newport Bay Conservancy (NBC), whose contract expired in 2023, has been the primary
operator of the FiiN Program since it started in 2019. FiiN also collaborates and partners
with Newport Dunes to provide meals and amenities to support the program.
Approval of Independent Contractor Agreement with Newport Bay Naturalists
and Friends, d.b.a. Newport Bay Conservancy, for
the Fostering interest in Nature (FiiN) program.
August 22, 2023
Page 2
FiiN was originally programed as a four -day, three -night educational, outdoor program to
operate 10 sessions over 10 weeks between March and May and reach 350 students
each year. In 2022, the FiiN program shifted session dates to run September through
November and operate during more suitable weather. Starting this year, the FiiN program
will operate as a three-day, two -night program for 16 sessions over eight weeks and reach
a minimum of 560 students per year. These modifications were made to allow more fifth
grade classes to participate from attending schools, accommodate the considerations of
a student's first outdoor, overnight experience, and help exceed target attendance in the
next five years.
In June 2023, the Recreation & Senior Services Department conducted a Request for
Proposals (RFP) process to find the contractor best suited to manage educational
programming, overnight supervision and oversee camp operations for the FiiN program.
The City received one proposal that was submitted by Newport Bay Conservancy. Its
proposal was evaluated by a panel consisting of three Recreation & Senior Services
Department staff members. The review panel confirmed that NBC is able to continue to
effectively achieve the requirements necessary to provide educational programming,
overnight supervision, and oversight of camp operations for the FiiN program.
Staff is recommending approval of a five-year agreement with NBC for a not -to -exceed
amount of $692,500 for the operation of the FiiN program (Attachment A).
21 UOT 1 W I UETO 6
The Budget Amendment (Attachment B) appropriates $15,908.65 in increased
expenditure appropriations in 16470-811008 FiiN Professional Services expenditure
account and $60,850.00 in increased expenditure appropriations in 16470-841015 FiiN
Special Dept Supplies expenditure account from fund 164 (FiiN Fund Pool)
unappropriated fund balance. The remaining contract funds will be included in the
program's budget in subsequent years throughout the contract period.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly. No new
construction or intensified use of facilities is proposed. The action consists of an
agreement to manage and fund as an existing youth program in the City.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
000TiUIJiI=1L1k&15
Attachment A — Independent Contractor Agreement
Attachment B — Budget Amendment 24-017
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ATTACHMENT A
INDEPENDENT CONTRACTOR AGREEMENT FOR
RECREATION PROGRAMING AND SLEEPING ACCOMMODATIONS
FOR THE FOSTERING INTEREST IN NATURE PROGRAM
This Independent Contractor Agreement ("Agreement") is made and entered into
as of this 22nd day of August, 2023 ("Effective Date") by and between the City of Newport
Beach, a California municipal corporation and charter city ("City"), and Newport Bay
Naturalists and Friends, a California nonprofit corporation doing business as ("DBA")
Newport Bay Conservancy ("Contractor"), 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 the City.
B. On February 17, 2016, the California Coastal Commission ("Commission") issued to
Olson Real Estate Group, Inc., d.b.a. R.D. Olson Development, a corrected Coastal
Development Permit (Permit Application No. 5-14-1785) ("Permit"), regarding the
development taking place within the coastal zone at 3300 Newport Boulevard,
Newport Beach, California, County of Orange, Assessor's Parcel Number 423-111-
02.
C. Pursuant to Permit Special Condition Number 6, Lower Cost Overnight
Accommodations Mitigation, on September 15, 2016, the City entered into a
Memorandum of Understanding with the Commission to memorialize the
Commission's acceptance of the City's intent to use the in -lieu mitigation fee for
providing lower -cost overnight accommodation opportunities in conjunction with an
outdoor youth educational program in the vicinity of Newport Beach or greater
Orange County, called the Fostering Interest in Nature ("FiiN") program.
D. City and Contractor entered into that certain agreement, dated January 28, 2020, for
Contractor to assist in the administration, operation and supervision of the FiiN
program ("Prior Agreement"), and the parties now desire to enter into a revised and
updated agreement pursuant to the terms and conditions set forth herein, to
supersede the Prior Agreement, and to provide for the administration, operation and
supervision of the FiiN program.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2028, unless terminated earlier as provided herein.
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2. SERVICES TO BE PERFORMED
Contractor shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. COMPENSATION
3.1 City shall pay Contractor on a time and expense not -to -exceed basis in
accordance with the provisions of this Section and the Schedule of Billing Rates attached
hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for
all Work performed in accordance with this Agreement, including all reimbursable items
and subconsultant fees, shall not exceed Six Hundred Ninety Two Thousand Five
Hundred Dollars and 00/100 ($692,500.00), without priorwritten authorization from City.
No billing rate changes shall be made during the term of this Agreement without the prior
written approval of City.
3.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
3.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
3.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Work,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4. DUTIES OF CITY
The duties of the City are set forth in Exhibit A attached hereto and incorporated
herein by reference.
5. CONTRACTOR DUTIES
5.1 Contractors. Contractor hereby certifies that it, or any subcontractor,
representative, volunteer, or employee (collectively "Representative" or
"Representatives") who will be teaching any class or assisting in teaching any class are
qualified to do so, and qualified to perform the services described above and in the
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program outline submitted to City. Contractor is responsible for all program curriculum
development. Contractor is responsible for training, supervising, evaluating, scheduling,
and any other requirements by law for all Representatives. Contractor warrants that it will
continuously furnish the necessary personnel to provide the Work as contemplated by
this Agreement.
5.2 Representatives. Contractor shall provide City with the name(s),
address(es) and phone number(s) of all Representatives who will be providing any
services pursuant to this Agreement. All Representatives must comply with the
Fingerprint and Criminal Background Check requirement set forth in this Agreement. All
Representatives must be able to provide proof of legal right to work in the United States.
5.2.1 Representative Approval Form. Attached as Exhibit C, and
incorporated herein by reference, is the Representative Approval Form ("Form"). Each
Representative is required to obtain the written approval of the Recreation & Senior
Services Director prior to performing any services under this Agreement. Prior to
Contractor using any Representative to provide any services pursuant to this Agreement,
Contractor shall submit to City a completed Form for each Representative that Contractor
desires to use to provide services pursuant to this Agreement. Contractor, at the sole
discretion of City, shall remove any Representative assigned to the performance of
services pursuant to this Agreement upon written request of City.
5.2.2 Please initial the statement that applies:
I will not be using Representatives.
I will be using Representatives. Any completed and approved Forms
shall be incorporated herein by reference. I shall not authorize any
Representative to provide services pursuant to this Agreement unless
and until the Recreation & Senior Services Director has approved in
writing the completed Form for that individual Representative.
5.3 Subcontracting. Contractor shall not subcontract or assign any portion of
the rights, obligations or duties required under this Agreement, without first obtaining prior
written approval from City. Subcontracts, if any, shall contain a provision making them
subject to all provisions of this Agreement.
5.4 Anti -Discrimination Laws. Contractor agrees and certifies that no person
shall, on the grounds of race, religious creed, color, national origin, ancestry, age,
physical disability, mental disability, medical condition, including the medical condition of
Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital
status, sex, sexual orientation or any other impermissible basis under the law, be
excluded from participation in, or be denied the benefits of the services provided pursuant
to this Agreement except as otherwise permitted by law. Contractor shall, where
applicable, conform to the requirements of the Americans with Disabilities Act in the
performance of this Agreement.
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5.5 Contractor Photo ID Badge. Contractor and Representatives are required
to wear a City -provided Contractor Photo ID Badge at all times while engaging in services
for City. Contractor shall be required to pay five dollars ($5.00) for any lost or replacement
Contractor Photo ID Badge. Contractor Photo ID Badges are distributed upon execution
or renewal of the Agreement with City.
5.6 Further obligations and duties of the Contractor are set forth in Exhibit A
attached hereto and incorporated herein by reference.
6. PROJECT ADMINISTRATOR
This Agreement will be administered by the Recreation & Senior Services
Department. The Recreation Supervisor, or designee, shall be the Project Administrator
and shall have the authority to act for City under this Agreement. The Project
Administrator shall represent City in all matters pertaining to the Services to be rendered
pursuant to this Agreement.
7. NOTICES
Unless otherwise indicated, all notices, demands, requests or approvals, including
change of address notices, to be given under the terms of this Agreement shall be given
in writing, and conclusively shall be deemed served when delivered personally, or on the
third business day after the deposit thereof in the United States mail, postage prepaid,
first-class mail, addressed as hereinafter provided.
7.1 All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attn.: Recreation & Senior Services Director
Recreation & Senior Services Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
7.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at-
Attn.- Heather Cieslak
Newport Beach Naturalists and Friends
DBA Newport Bay Conservancy
600 Shellmaker Road
Newport Beach, CA 92660
8. INDEPENDENT CONTRACTOR
8.1 The parties intend and agree that at all times during the performance of
services under this Agreement, Contractor and Representatives shall act as an
Independent Contractor and shall not be considered an agent or employee of City. As
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such, Contractor shall have the sole legal responsibility to remit all federal and state
income and Social Security taxes and to provide for its own workers compensation and
unemployment insurance and that of its Representatives. Contractor also agrees to
provide liability insurance as required by City and described more fully below and in
Exhibit D. City shall not be liable for any payment or compensation in any form to
Contractor other than as provided herein. City reserves the right to employ other
independent contractors and contractors who teach the same or similar classes. City
shall provide Contractor with IRS Form 1099-MISC or other applicable IRS forms at the
end of the calendar year for all fees paid to Contractor.
8.2 Contractor agrees and acknowledges that no individual performing the
Work pursuant to this Agreement, including Contractor and Representatives, shall: work
full-time for more than six (6) months; work regular part-time service of at least an average
of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours
in any fiscal year; or already be a Ca[PERS member.
9. INSURANCE REQUIREMENTS
Without limiting Contractor's indemnification of City, and prior to commencement
of Work, Contractor 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 D, and incorporated herein by reference.
10. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK
10.1 Contractor and its Representatives must submit to and pass a criminal
background investigation by providing a complete set of fingerprints to City at least thirty
(30) calendar days prior to teaching, substituting for Contractor, interacting with minors,
or assisting with any class. Contractor and its Representatives are required to submit
fees pursuant to the administrative fee schedule (NBMC §3.36.030) 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.
10.2 in addition, all classes involving participants age seventeen (17) years or
younger ("minors") must be taught in an open atmosphere where parents and guardians
are able to observe class instruction, if so desired. At no time may the parent or guardian
of a minor be denied access to their minor child or to a class.
11. TRANSPORTING OF MINOR PARTICIPANTS
11.1 Unless the Work specifically involves travel or transportation of minors to
an offsite location, Contractor or its Representatives, shall not transport any minor
participant by vehicle or otherwise.
11.2 If, after the conclusion of any class session, a minor participant has not been
picked up, Contractor shall make every effort to contact the minor's parent, legal guardian,
or other authorized individual to whom the minor may be released. if no contact can be
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made with any of the above individuals, Contractor shall contact the City Recreation
Supervisor or Recreation Manager at the Recreation & Senior Services Office at (949)
644-3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol Division at (949)
795-2381 (Monday through Friday, 5 p.m. to 9 p.m. and Saturday and Sunday, 9 a.m. to
5 p.m.). During all other hours, Contractor shall contact the Newport Beach Police
Department Dispatch number for assistance at (949) 644-3717.
12. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS
All class rosters, participant addresses and contact information, and any other
such information or documents compiled by City and provided to Contractor, shall remain
the property of City. Contractor shall not release such information to others without the
prior written authorization by City. Contractor shall not use such information for any other
purpose than that authorized by City. All class rosters, class participant addresses and
contact information shall be used by Contractor solely for administration of classes and
performing City business. Contractor shall take reasonable steps consistent with the law
to prevent distribution of such information.
13. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND
PUBLICITY
Contractor shall not include City's name, seal, logos or insignia, or photographs of
the class site or participants, in any publicity pertaining to Contractor's services or class
in any magazine, trade paper, newspaper, radio or television production, Internet, or other
printed or electronic medium without the prior written consent of City and participants.
14. BUSINESS LICENSE
Newport Beach Municipal Code Chapter 5.04 provides that every business
operating in City must obtain a business license prior to conducting business in City and
pay the required business license tax. The City business license tax is an annual fee due
every twelve (12) months. Contractor agrees to obtain a City business license as required
by Chapter 5.04 and provide proof of compliance annually. Business license applications
are available in the Revenue Division Office at Newport Beach City Hall. In certain
circumstances, Contractor may be eligible to pay a reduced business license tax, which
is known as an "apportioned business tax". A Declaration for Apportioned Business Tax
is available in the Revenue Division Office at City Hall.
15. INDEMNIFICATION
15.1 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Contractor performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
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a Claim; collectively, "Claims"), and which may arise from or in any manner relate (directly
or indirectly) to any breach the negligence, recklessness, or willful misconduct of the
terms and conditions of this Agreement, any Work performed or Services provided under
this Agreement including, without limitation, defects in workmanship or materials or
Contractor's presence or activities conducted (including the negligent, reckless, and/or
willful acts, errors and/or omissions of Contractor, its principals, officers, agents,
employees, vendors, suppliers, subconsultants, subcontractors, anyone employed
directly or indirectly by any of them or for whose acts they may be liable, or any or all of
them).
15.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the sole
negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in
this indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and
liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by the
Contractor.
15.3 Contractor shall defend, indemnify, and hold harmless the Indemnified
Parties from any claim of infringement or other proceedings brought against City for any
intentional or unintentional violation by Contractor of the displayed, or written or digital
materials provided by Contractor and used during the performance of this Agreement.
Such legally protected rights of third parties include, but are not limited to, name and
likeness, trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service
marks and copyrights vested or issued. If Contractor will be providing a public
performance of musical compositions or arrangements that are subject to a license held
by a third party, it is the responsibility of Contractor to obtain the appropriate license to
perform the material prior to the public performance.
16. TERMINATION
In the event that either party falls 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 two
(2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting party fails to give adequate assurance of due performance
within two (2) 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.
Notwithstanding the above provisions, City 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 seven (7) calendar days' prior written notice to Consultant. In the event of
termination under this Section, City shall pay Consultant for Services satisfactorily
performed and costs incurred up to the effective date of termination for which Consultant
has not been previously paid. On the effective date of termination, Consultant shall deliver
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to City all reports, Documents and other information developed or accumulated in the
performance of this Agreement, whether in draft or final form.
17. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under the Agreement, Contractor shall submit to City in writing,
all claims for compensation under or arising out of this Agreement. Contractor's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Contractor in writing as unsettled at the time of its final request for payment.
Contractor and City expressly agree that in addition to all claims filing requirements set
forth in the Agreement, Contractor shall be required to file any claim Contractor may have
against City in strict conformance with the Government Claims Act (California Govt. Code
§§ 900 et seq. ).
18. TERMINATION OF PRIOR AGREEMENT
As of the Effective Date of this Agreement, the Prior Agreement between the
parties hereto, dated January 28, 2020, for Contractor to assist in the administration,
operation and supervision of the FiiN program, is terminated.
19. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: the sale, assignment, transfer or other disposition of any of
the issued and outstanding capital stock of Contractor, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
20. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
21. CONFLICT OF INTEREST
Contractor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which
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(1) require such persons to disclose any financial interest that may foreseeably be
materially affected by the Work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest. If subject to the Act and/or Government Code §§ 1090 et seq.,
Contractor shall conform to all requirements therein. Failure to do so constitutes a
material breach and is grounds for immediate termination of this Agreement by City.
Contractor shall indemnify and hold harmless City for any and all claims for damages
resulting from Contractor's violation of this Section.
22. STANDARD PROVISIONS
22.1 Cooperation. Contractor agrees to work closely and cooperate fully with
City's designated Project Administrator and any other agencies that may have jurisdiction
or interest in the Work to be performed. City agrees to cooperate with the Contractor so
that Contractor may perform the Work.
22.2 City Policy. Contractor shall discuss and review all matters relating to policy
and Project direction with City's Project Administrator in advance of all critical decision
points in order to ensure the Work proceeds in a manner consistent with City goals and
policies.
22.3 Progress. Contractor is responsible for keeping the Project Administrator
informed on a regular basis regarding the status and progress of the Work, activities
performed and planned, and any meetings that have been scheduled or are desired.
22.4 Compliance with all Laws. Contractor shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted.
22.5 Waiver. A waiver by City of any term, covenant, or condition in the
Agreement shall not be deemed to be a waiver of any subsequent breach of the same or
any other term, covenant or condition.
22.6 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and Agreements of whatsoever kind or nature are merged
herein. No verbal contract or implied covenant shall be held to vary the provisions herein.
22.7 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Exhibits attached hereto, the terms of
this Agreement shall govern.
22.8 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.
22.9 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
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Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
22.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
22.11 City's Right to Employ Other Contractors. City reserves the right to employ
other Contractors in connection with the Services.
22.12 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.
22.13 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
22.14 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.
22.15 Survival. Sections 12, 13, 15, 17, 18, and 21 shall survive the termination
or expiration of this Agreement.
22.16 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date-.
By:
A r n C. Harp
City Attorney
ATTEST:
Date:
In
Leilani 1. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Noah Blom
Mayor
CONTRACTOR: NEWPORT BAY
NATURALISTS AND FRIENDS DBA
NEWPORT BAY CONSERVANCY, a
California nonprofit corporation
Date:
Cassandra Radcliff
Chief Executive Officer
Date:
LM
Susie Onate
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B -- Schedule of Billing Rates
Exhibit C — Representative Approval Form
Exhibit D -- Insurance Information
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page 11
18-13
EXHIBIT A
SCOPE OF SERVICES/ADDITIONAL TERMS & CONDITIONS
1. FOSTERING INTEREST IN NATURE (FiiN) PROGRAM STRUCTURE:
• Program Season: Mid -September through the 10th consecutive Friday following
the start date. 2023 Example: September 11, 2023 through December 1, 2023,
Monday through Friday for ten (10) weeks. Future program dates to be
determined.
• Program Sessions: Season shall consist of up to Sixteen (16) Program
sessions; two program sessions per week over a period of up to ten (10)
weeks.
• Program Session Duration: A Program session begins on Monday morning and
ends on Wednesday afternoon or begins on Wednesday morning and ends of
Friday afternoon.
• Program Day Duration: Program days will begin and end at a reasonable hour
each day in order to accommodate staffing and facility needs. On Monday and
Wednesday, camp shall begin at 10:00 a.m. On Wednesday afternoon and
Friday, camp shall end no later than 1:00 p.m. Contractor's staff will be present
for the duration of all three (2) nights of the overnight component of each
Program session.
• Program Schedule: Activities, meals, and the start and end of each day shall
follow the attached sample program schedule; times and days may change.
• Participants: Program shall accommodate up to forty-two (42) students enrolled
in a Title I school, as defined by the Elementary and Secondary Education
Act ("ESEA") of 1965, and at least one (1) teacher, meeting a minimum 1:8
ratio of Contractor's staff to participants. Program shall not exceed seven
hundred (700) students over the duration of the Program season.
• Facilities: A map indicating the location of City facilities hosting FiiN activities
is hereby attached to this Scope of Services.
o Big Canyon Nature Preserve
o Back Bay Science Center
o Back Bay Bistro
o Newport Dunes/Camp James (FiiN Base Camp)
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-1
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2. CONTRACTOR'S RESPONSIBILITIES/PROVISIONS: Contractor shall
assist in the administration, operation and supervision of the City of Newport Beach,
Recreation and Senior Services Department's FiiN program.
Administration
Contractor's Program Manager shall cooperate fully with the program,
including meeting with City's Project Administrator or his/her designees when
requested, modifying operations and/or supervision when in the interests of
the Program, fulfilling additional requirements from school districts that are
participating in the program and maintaining an open and regular dialogue
with the City and the Project Administrator or his or her designee regarding
Program matters.
Contractor may solicit sponsorships or donations directly related to the
purpose of program support. All sponsorships and donations must be
processed and approved by the Project Administrator or designee.
• Contractor shall provide documentation to the Project Administrator or his/her
designees when requested, outlining program standards, policy and
procedures as it relates to their responsibilities.
• Contractor may provide relevant take home items relevant to the FHN
program. Item must include the FHN logo and logos of all program partners
and, if applicable, program sponsors. Item and design must be pre -approved
by the Project Administrator or designee.
• Contractor and/or its representatives are authorized to access the Back Bay
Science Center Complex ("BBSC Complex") and conduct the Program as an
"Operating Partner" under the Back Bay Science Center Complex Operating
Agreement dated February 26, 2008, between City and the California
Department of Fish and Game, who are parties to the Operating Agreement.
Contractor and/or its Representatives, as an acting Operating Partner, is
permitted to use the City's designated office space during the Program and
outside of approved Program hours. Contractor and/or its representatives,
shall not, represent the City as an Operating Partner for the Programs
Working Group or Facilities Working Group, as defined in the Operating
Agreement.
Educational Programming and Base Camp Operations
Contractor's Program Manager and/or designated representative(s) are
responsible for development of the program curriculum and shall focus on
coastal and marine ecology water -oriented activities such as kayaking,
boating, and swimming, ocean safety, coastal hazards, and/or other coastal
related topics. The evening/overnight program curriculum shall focus on
hygiene, sleeping preparation and supervision, campfire programs, award
ceremonies and/or other related topics.
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-2
18-15
• Contractor's Program Manager and/or designated representative(s) shall submit
Program curriculum and tentative activities outline to the City for review and
approval sixty (60) days prior to the start of the camp season.
• Contractor's Program Manager and/or designated representative(s) are
responsible for setting up and disassembling of City -provided Program
equipment including but not limited to: temporary sleeping structures, cots,
sleeping bags, pillows, blankets, and safety equipment. City -provided
Program equipment must be set up prior to the start of each Program
session.
• Contractor's Program Manager and/or designated representative(s) are
responsible for oversight and facilitation during each camp session of the
following program elements:
o Overseeing welcome activities (Mondays and Wednesdays);
o Educational programming and activities (daily);
o Distributing meals (daily);
o Escorting and transitioning participants to and from camp operations staff
(daily);
o Logistics and supervision of Program's overnight component including but
not limited to sleeping arrangements, personal belongings, quiet hours,
behavior, and general safety (daily);
o Logistics and supervision of personal hygiene activities including but not
limited to showering, bathroom use, brushing teeth, health and cleanliness,
appropriate behavior, and general safety use (daily); and
o Overseeing departure and cleanup activities (Wednesdays & Fridays).
• Contractor will also be responsible for assisting City in setting up camp prior
to the first week of programming, during the transition between each session
and breaking down camp prior to the final program week. This includes, but is
not limited to; tent set up and breakdown, cot set up and breakdown, facility
cleaning (sweeping, trash pickup), and removal of other program supplies that
do not belong on property.
Supervision
• Contractor's Program Manager and/or designated representative(s) are
responsible for the hiring, scheduling, supervision, and evaluation of a
Volunteer Coordinator, an Education Manager, Activity Leaders, and
volunteers who:
o Are adequately trained and knowledgeable with regards to coastal and
estuarine ecosystems, environmental conservation and stewardship and
natural environments.
o Are adequately trained, knowledgeable, and physically able to lead and
supervise outdoor activities such as hiking, orienteering and observing
wildlife.
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-3
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o Are adequately trained, knowledgeable, and physically able to lead,
supervise, and provide certified lifeguard safety services for water related
activities such as kayaking, boating and swimming, if programmed.
o Are adequately trained, knowledgeable, and physically able to lead and
supervise educational or camp related activities.
o Shall competently maintain a safe and educational environment in
accordance with City rules and regulations, School rules and regulations
and all other policies or procedures governing youth programs.
o Are adequately trained and knowledgeable with regards to behavior
management, discipline, and physical and emotional safety (i.e. bullying)
of youth.
o Are adequately trained and knowledgeable with regards to youth
programming and structured and unstructured supervision.
a Are adequately trained, knowledgeable and physically able to lead, and
implement camp -related activities and assistance to support camp
operation
• Contractor's Program Manager and/or designated representative(s) shall
report and provide the City with an assessment in written form of any Activity
Leaders, Overnight Staff, Volunteer Naturalists, or participant related accident
or incident, within twenty-four (24) hours following the accident or incident in
question.
• Contractor shall provide City's Project Administrator with access to schedule of
Contractor's naturalists and staff as assigned prior to the start of each Program
session; must include names, addresses and phone numbers for all Activity
Leaders, Overnight Staff, and Volunteer Naturalists working under Contractor's
employment.
• Contractor shall schedule a minimum of four (4) Activity Leaders to administer
educational programming and activities for the duration of the camp curriculum
for the day. Contractor may also schedule volunteer naturalists to fulfill the
program ratio of one (1) staff to eight (8) students. Contractor may schedule
additional Activity Leaders when program size exceeds thirty two (32)
participants and Volunteer Naturalists are unavailable. Contractor shall not be
compensated for staffing that unnecessarily exceeds the Program's staff to
student ratio.
• The 1:8 ratio must be maintained for the evening/overnight portion of the
program, with Contractor providing enough staff to adequately supervise the
gender -specific tent/sleeping arrangements (e.g. there must be enough female
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-4
18-17
overnight staff to adequately supervise the female tents under a 1:8 ratio and
enough male overnight staff to adequately supervise the male tents under the
1:8 ration).
Contractor's Program Manager shall notify the City's Project Administrator or
his or her designee of any problems or changes in Contractor's assignments of
Activity Leaders, Overnight Staff, and Volunteer Naturalists due to causes
within Contractor's reasonable control no later than twenty-four (24) hours prior
to each scheduled educational activity. When this notice is not possible,
Contractor's Program Manager agrees to notify the City's Program Administrator
or his or her designee immediately.
Contractor's Program Manager and/or designated representative(s) shall
provide the City with an annual evaluation report, upon request, of all assigned
Activity Leaders, Overnight Staff, and Volunteer Naturalists, including the
evaluation process, training procedures and certification requirements.
3. CITY RESPONSIBILITIES/PROVISIONS
Camp Administration
• City shall provide administrative oversight for overall planning and
implementation of the Program, including all permits, approvals, and
annual reports for the Program.
• City shall provide a comprehensive document to Contractor that outlines
responsibilities, standards, policies, and procedures of all participating
entities as it relates to the Program.
• City shall provide all promotional materials related to marketing and branding
the program including but not limited to design of Program logo, flyers,
website, social media content, sponsorship, and donation packet, etc.
• City shall schedule and register no more than seven hundred (700)
disadvantaged youth from Title 1 schools, as defined in the Elementary
and Secondary Education Act (ESEA), during the Program.
• City shall be responsible for creating and providing Program document
including but not limited to accident and incident forms, Program packing
list, and program waiver of liability.
Camp Operations
• City shall coordinate transportation logistics to program start location and
transportation from program location end with participating school district
staff.
• City shall be responsible for purchasing and coordinating any transportation
for scheduled activities during the program.
• City shall be responsible for purchasing and coordinating all meals and
their delivery to site locations for the duration of the program.
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-5
:
• City shall be responsible for purchasing and coordinating access and
reservations to facilities including but not limited to showers, meeting
rooms, and educational facilities.
• City shall provide and when necessary, repair, clean and replace the
following equipment:
o Tents;
o Cots and bedding materials;
o Safety equipment;
o Sleeping pads; and
o Spare items from the participant packing list (towels, pillows,
toiletries, etc.)
• City shall coordinate and remove all City -provided equipment from the FiiN
Base Camp after the last Program session once equipment has been
disassembled by the Contractor's Program Manager and/or designated
representative(s).
• City shall not be responsible for any equipment or supplies purchased or
owned by Contractor. City shall not be responsible for repairing, cleaning or
replacing any equipment or supplies that are broken, damaged or misused
during educational activities and Programs.
4. FiiN TENTATIVE PROGRAM SCHEDULE
Session A
Session B
Time
Activity
Monday
Wednesday
8:OOAM
set-up: tents/beds, promo packs, materials, name
tags, etc
Monday
Wednesday
9:30 AM
bus arrives, unpack, break into groups
Monday
Wednesday
10:00 AM
Tour, groups- team bonding with Activity Leaders,
rules & expectations
Monday
Wednesday
11:00 AM
Intro to Newport Bay program in groups
Monday
Wednesday
12:00 PM
Box lunch, downtime, set up tents and unpack.
Get promo packs.
Monday
Wednesday
1:00 PM
Intro to Photography OR journaling techniques -
Distribute Cameras.
Monday
Wednesday
2:00 PM
Walk to Big Canyon
Monday
Wednesday
2:30 PM
Mammals- Tracks/pelts/scat
Monday
Wednesday
3:00 PM
Plants
Monday
Wednesday
3:30 PM
Birds
Monday
Wednesday
4:00 PM
Native Americans
Monday
Wednesday
4.30 PM
Walk back to Bistro for Dinner
Monday
Wednesday
5:00 PM
Back Bay Bistro Dinner
Monday
Wednesday
6:00 PM
Nature at Night
Monday
Wednesday
7:00 PM
Tent Time
Monday
Wednesday
8:00 PM
Camp Fire program
Monday
Wednesday
9:00 PM
Bed Time, quiet by 10pm
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-6
18-19
Monday
Wednesday
10:00 PM-
12:00 PM
Sleeping (2 hrs)
Tuesday
Thursday
12:00 AM-
7:00 AM
Sleeping (7 hrs) 7am-7:30- Activity Leader
showers
Tuesday
Thursday
7:30 AM
Wake-up, Showers, get dressed
Tuesday
Thursday
8:30AM
Breakfast at Bistro- Hot breakfast
Tuesday
Thursday
9:OOAM
Walk to Back Bay Science Center
Tuesday
Thursday
9:30 AM
Intro to Marine Mammals- BBSC Classroom
Tuesday
Thursday
10:00AM
Cool Breeze Harbor Cruise
Tuesday
Thursday
12:00 PM
Arrive back from cruise, box lunch at BBSC
Tuesday
Thursday
12:30 PM
Marine Lab at BBSC
Tuesday
Thursday
1:30 PM
Plankton
Tuesday
Thursday
2:00 PM
Water Quality
Tuesday
Thursday
2:30 PM
Pollution
Tuesday
Thursday
3:00 PM
Touch Tanks
Tuesday
Thursday
3:30 PM
Movie and worksheets- Racing Extinction
Tuesday
Thursday
5:00 PM
Dinner at Bistro
Tuesday
Thursday
6:00 PM
Nature at Night
Tuesday
Thursday
7:00 PM
Tent Time
Tuesday
Thursday
8:00 PM
Campfire Program
Tuesday
Thursday
9:00 PM
Bed Time, quiet by 10pm
Tuesday
Thursday
10:00 PM-
12:00 AM
Sleeping (2 hrs)
Wednesday
Friday
12:00 AM-
7:OOAM
Sleeping (7 hrs) 7am-7:30- Activity Leader
showers
Wednesday
Friday
7:30 AM
Wake-up, Showers, get dressed
Wednesday
Friday
8:30 AM
Breakfast at Bistro- BIG hot breakfast
Wednesday
Friday
9:30 AM
Load Bus
Wednesday
Friday
10:00 AM
Kayaking/Beach Games
Wednesday
Friday
11:00 AM
Kayaking/Beach Games
Wednesday
Friday
12:00 PM
Bus departs- back to school
Wednesday
Friday
12:00 PM-
1:00 PM
VOLUNTEER Staff meeting,
issues/concerns/needs/acknowledgement
5. SUMMARY
• Contractor shall be responsible for continuous camp oversight from 9:00 a.m.
on Monday to 1:00 p.m. on Friday during each week of programming, for up to
ten (10) consecutive weeks.
• Newport Dunes shall be responsible for facilitating thirteen (13)meals including
breakfast (8:00 a.m. to 9:00 a.m.), lunch (12:00 p.m. to 1:00 p.m.), and dinner
(5:30 p.m. to 6:30 p.m.) daily, pursuant to a separate Memorandum of
Understanding entered into concurrently herewith between the City and
Newport Dunes.
• City shall be responsible for managing communication with school/students.
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-7
18-20
FUN SITE MAP:
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page A-8
18-21
EXHIBIT B
SCHEDULE OF BILLING RATES
FINANCIAL AND PAYMENT TERMS:
Compensation for services is set forth below by the City and the Contractor shall be
compensated under the following terms:
STAFFING
Year 1
Operations Director:
$44.00
per hour
Volunteer Coordinator:
$28.00
per hour
Education Manager:
$26.00
per hour
Activity Leader:
$17.00
per hour
Year 2
Operations Director:
$46.00
per hour
Volunteer Coordinator:
$29.00
per hour
Education Manager:
$27.00
per hour
Activity Leader:
$18.00
per hour
Year 3
Operations Director:
$48.00
per hour
Volunteer Coordinator:
$30.00
per hour
Education Manager:
$28.00
per hour
Activity Leader:
$19.00
per hour
Year 4
Operations Director:
$50.00
per hour
Volunteer Coordinator:
$31.50
per hour
Education Manager:
$29.50
per hour
Activity Leader:
$20.00
per hour
Year 5
Operations Director:
$52.50
per hour
Volunteer Coordinator:
$33.00
per hour
Education Manager:
$31.00
per hour
Activity Leader:
$21.00
per hour
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page B-1
18-22
OTHER
Volunteer and staff
Not to exceed $2,000
fingerprinting:
annually.
Training and
Not to exceed $3,000
Orientation:
annually.
Educational supplies:
$7,000 annually.
TOTAL COST
Year One Total Cost:
Not to Exceed $125,913.65
Year Two Total Cost:
Not to Exceed $132,135.20
Year Three Total Cost:
Not to Exceed $138,636.75
Year Four Total Cost:
Not to Exceed $144,790.80
Year Five Total Cost:
Not to Exceed $151,296.60
Contract Total Cost (5 Year):
Not to Exceed $692,500.00
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page B-2
18-23
EXHIBIT C
REPRESENTATIVE APPROVAL FORM
PLEASE PRINT LEGIBLY
CONTRACTOR NAME:
REPRESENTATIVE: NAME:
ADDRESS:
CITY, STATE ZIP:
DATE OF BIRTH: PHONE#
EMAIL:
SIGNATURE OF REPRESENTATIVE: DATE
--------------------------------------------------
CITY USE ONL Y
CONTRACT ##:
FINGERPRINTS: YES 0 No
BACKGROUND: YES 0 No
CLEARED
CLEARED TO YES NO
WORK
PHOTO TAKEN: YES 0 No
CONTRACTOR YES NO
NOTIFIED BY EMAIL
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page C-1
18-24
EXHIBIT D
INSURANCE REQUIREMENTS — INDEPENDENT CONTRACTOR FOR
RECREATION AND SENIOR SERVICES
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and
prior to commencement of Work, Contractor 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. Contractor
agrees to provide insurance in accordance with requirements set forth here. If
Contractor uses existing coverage to comply and that coverage does not meet
these requirements, Contractor agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor 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.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than two million dollars ($2,000,000) per
occurrence,. If an aggregate limit applies, either the aggregate limit shall
apply separately to each occurrence or the aggregate limit shall be twice
the required occurrence limit specified herein. The policy shall cover liability
arising from premises, operations, personal and advertising injury, and
liability assumed under an insured contract (including the tort liability of
another assumed in a business contract).
C. Automobile Liability Insurance. Contractor 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 Contractor
arising out of or in connection with Work to be performed under this
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page D-1
18-25
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. Professional Liability (Errors & Omissions) Insurance. Contractor shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Contractor agrees to maintain continuous coverage through a period no less
than three years after completion of the Services required by this
Agreement.
E. Sexual Abuse/Molestation: Sexual abuse/molestation coverage shall be
included under Commercial General Liability or obtained in a separate
policy with a limit no less than $1,000,000 per occurrence and $3,000,000
in the aggregate.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page D-2
18-26
A. Evidence of Insurance. Contractor 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 City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Contractor shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Contractor sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Contractor, City and Contractor may renegotiate
Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Contractor acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Contractor of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page D-3
18-27
other coverage, or a waiver of any type. If the Contractor maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Contractor or any subcontractors
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 Contractor'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 Contractor or
reimbursed by Contractor upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Contractor's Insurance. Contractor 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
Work.
Newport Bay Naturalists and Friends DBA Newport Bay Conservancy Page D-4
r��Pokr ATTACHMENT B
°' K City of Newport Beach
= BUDGET AMENDMENT
2023-24 BA#: 24-017
Department: Recreation & Sr Services
ONETIME: ❑ Yes ❑� No
Requestor: Matt Chong
Approvals
❑ CITY MANAGER'S APPROVAL ONLY
Finance Director: Aww W- Date 0/f /1-3
0 COUNCIL APPROVAL REQUIRED City Clerk: Date
EXPLANATION FOR REQUEST:
Independent Contract Agreement with Newport Bay Naturalists and Friends, d.ba. Newport Bay Conservancy, for the ❑ from existing budget appropriations
Fostering Interest in Nature (FiiN) program. from additional estimated revenues
from unappropriated fund balance
REVENUES
Fund #
Org
Object Project
Description
Increase or (Decrease) $
Subtotall $
EXPENDITURES
Fund #
Org
Object Project
Description
Increase or (Decrease) $
164
16470
811008
FiiN Rec Support - SERVICES PROFESSIONAL
15,908.65
164
16470
841015
FiiN Rec Support - SPECIAL DEPT SUPPLIES NOC
60,850.00
Subtotal $ 76,758.65
FUND BALANCE
Fund #
Object
Description
Increase or (Decrease) $
164
300000
HN FUND - FUND BALANCE CONTROL
(76,758.65)
Subtotal $ (76,758.65)
Fund Balance Change Required
18-29