HomeMy WebLinkAboutC-7622-2 - MOU to Support the Fostering Interest in Nature Programt1i
N
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF NEWPORT BEACH AND
(� NEWPORT DUNES RESORT AND MARINA,
A CALIFORNIA GENERAL PARTNERSHIP
U TO SUPPORT THE FOSTERING INTEREST IN NATURE PROGRAM
This Memorandum of Understanding ("MOU") is entered into on September 8,
2024, ("Effective Date") by and between the City of Newport Beach, a California municipal
corporation and charter city ("City") and Newport Dunes Resort and Marina, a California
General Partnership ("Dunes"), through their duly elected, appointed, qualified, or acting
representatives. Dunes and City may hereinafter be referred to individually as "Party" or
collectively as the "Parties."
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. On February 17, 2016, the California Coastal Commission ("Commission") issued
to Olson Real Estate Group, Inc., d.b.a. R.D. Olson Development ("RD. Olson"),
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 the Permit's Special Condition Number 6, Lower Cost Overnight
Accommodations Mitigation ("Special Condition No. 6"), on September 15, 2016,
City entered into a Memorandum of Understanding ("Commission MOU") with the
California Coastal Commission, a California public agency ("Commission"), to
memorialize the Commission's acceptance of City's intent to use the in -lieu
mitigation fee, for the purposes of providing lower -cost overnight accommodation
opportunities in conjunction with an outdoor youth educational program in the
vicinity of Newport Beach or greater Orange County ("Fostering interest in Nature
Program" or "FiiN Program").
D. Dunes is the sublessee of certain real property and improvements (the
"Property") commonly known as Newport Dunes Waterfront Resort and Marina
also sometimes known as "The Dunes" located at 1131 Back Bay Drive, Newport
Beach, California, under (i) a certain Amended and Restated Resort Sublease
(2015) dated April 1, 2015, as amended (the "Master Sublease"), between
Waterfront Resort Properties, L.P., a California limited partnership, and Newport
Dunes Marina, LLC, a California limited liability company (collectively, "Master
Sublessors"), and Dunes, (ii) that certain Amended and Restated Lease and
Option dated August, 25, 2009, as amended (the "OC Master Lease"), between
the County of Orange, California and Master Sublessors, and (iii) that certain
Ground Lease between Master Sublessors and City dated June 1, 1962, as
amended and as assigned pursuant to the accepted Offer of Dedication accepted
April 7, 2006 (the "City Master Lease").
E. City has asked Dunes, and Dunes has agreed subject to the terms and conditions
set forth in this MOU, to allow City and its FiiN Program contractors to operate
components of the FiiN Program on designated Property at The Dunes at no cost
to City or FiiN Program contractors, specifically the area known as Camp James
(as described more fully hereinbelow).
F. The Parties desire to enter into this MOU to set forth certain responsibilities in
assisting with support of City's FiiN Program.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
1.1 The term of this MOU shall commence on the Effective Date and shall
terminate on November 27, 2024, unless terminated earlier by Dunes by providing thirty
(30) calendar days' written notice, with or without cause, to City, or if by City, by providing
seven (7) calendar days' written notice, with or without cause, to Dunes. All duties and
obligations of Dunes set forth in this MOU shall be limited to the duration and term of this
MOU as set forth above.
2. DUTIES OF DUNES
2.1 For $1.00 per month during the Term, Dunes shall allow City and its FiiN
Program contractors to operate components of the FiiN Program on designated portions
of The Dunes' Property at no additional cost (except as otherwise set forth in Section 2.4
of this MOU) to City or FiiN Program contractors, specifically the area known as Camp
James (the "Licensed Space"), as more particularly described on the Newport Dunes Map
in Exhibit A as "Camp James," attached hereto and incorporated herein by reference.
City acknowledges and agrees that Dunes may have future obligations to build
improvements on the Licensed Space pursuant to the OC Master Lease and the Master
Sublease, each as the same may be amended from time to time, and Dunes has no
obligation whatsoever to enter into any future MOUs with City relating to the Licensed
Space or any other space at the Property in connection with the FiiN Program or
otherwise.
2.2 Dunes shall provide, at no cost to City or FiiN Program contractors,
bathroom and shower facilities at the Newport Dunes Marina in Buildings 3 & 4, as shown
on the Building Map in Exhibit B, attached hereto and incorporated herein by reference,
for FiiN Program participants and staff to use during a mutually designated block of time.
Newport Dunes Resort and Marina MOU Page 2
Dunes shall also allow FiiN Program staff use of laundry facilities for urgent program
related incidents through the duration of the FiiN Program at The Dunes.
2.3 Dunes shall provide, at no cost to City or FiiN Program contractors, an
indoor meeting space for FiiN Program -related activities, in the event of inclement
weather, to accommodate up to forty eight (48) participants and staff.
2.4 Dunes shall provide food to be purchased by City or FiiN Program
contractors at cost (and also including administrative, labor, and labor burden costs and
any amounts necessary to cover costs Dunes may incur under the OC Master Lease and
the Master Sublease for providing food under the FiiN Program) for the FiiN Program
participants and staff.
2.5 Dunes shall provide, at no cost to City or FiiN Program contractors, dining
space for breakfast, lunch, and dinner at The Dunes' Back Bay Bistro or other location to
be determined by Dunes for the duration of the FiiN Program during mutually designated
blocks of time for up to forty eight (48) participants and staff.
2.6 Dunes shall include existing security services, including its regularly
scheduled patrols in and around the Licensed Space during FiiN Program camp sessions.
2.7 Dunes shall allow City or HN Program contractors to use The Dunes name
and logo in promotional material, such as informational packets, apparel, and online
materials relating to the HN Program; provided that (i) Dunes shall have the right to first
approve in writing any such use; (ii) Dunes makes no representations or warranties about
the ownership or trademark status of any logo; (iii) any use by City or HN Program
contractors or their respective employees of a logo shall be solely at their own risk, and
(iv) Dunes shall incur no liability, losses or damages, and shall be held harmless and
indemnified by City for any liability, losses or damages, incurred or arising out of such use
by City or FHN Program contractors, including any challenge made by any third party as
to such use.
2.8 Dunes shall not be liable for any losses or damages as a result of any breach
by Dunes of this MOU.
3. DUTIES OF CITY
3.1 City shall operate the FiiN Program one season in 2024 from the Effective
Date through and including November 27, 2024. Each FiiN Program session will begin
on a Monday morning and end on the Friday afternoon of that week.
Newport Dunes Resort and Marina MOU Page 3
3.2 City shall provide a FiiN Program operations manual for the Program
season to Dunes prior to the commencement of the first FHN Program session.
3.3 City shall coordinate all facility needs and program scheduling for the FiiN
Program season with Dunes at least thirty (30) days prior to the commencement of the
first FiiN Program session. The proposed FiiN Program schedule for this year is attached
hereto as Exhibit C and incorporated herein by reference.
3.4 City may request additional facility needs or changes from Dunes at least
twenty four (24) hours in advance when inclement weather is expected, which Dunes will
seek to accommodate, but shall have no obligation to do so.
3.5 City shall order meals and provide quantities for FiiN Program season from
Dunes one week prior to the commencement of the first FiiN Program session and shall
verify meals and quantities ordered at least one week prior to each session. City shall
order sufficient food to feed each participant and staff related to the FiiN Program for no
more than ten (10) meal periods for each program session (Monday -Friday), as follows:
(a) Four (4) breakfast meal periods (Tuesday, Wednesday, Thursday,
Friday);
(b) Four (4) lunch meal periods (Monday, Tuesday, Wednesday, Thursday);
and,
(c) Four (4) dinner meal periods (Monday, Tuesday, Wednesday,
Thursday).
3.6 City accepts the Licensed Space in its as -is current condition, and City
represents that the Licensed Space meets City's and FiiN's needs. Dunes makes no
representation or warranty as to fitness or suitability of the Licensed Space for any
particular purpose or use, and no such warranty shall be implied. Dunes has no obligation
to make any changes, improvements or repairs to the Licensed Space.
3.7 City shall cause parents and guardians of all campers to sign the forms of
Third Party Release and Rules and Regulations attached hereto as Exhibit E, which are
similar in form and substance to the ones signed for Camp James.
4. NOTICES
All notices, demands, requests or approvals to be given under the terms of this MOU
shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third (3rd) business day after the deposit thereof in the United States
mail, postage prepaid, first-class mail, addressed as hereinafter provided, with a copy sent
by e-mail. All notices, demands, requests or approvals from Dunes to City shall be
addressed to City at:
Newport Dunes Resort and Marina MOU Page 4
WITH A COPY TO:
Attention: Recreation & Senior Services Director
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Email:
Attention: Community Development Director
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Email:
All notices, demands, requests or approvals from City to Dunes shall be addressed to Dunes
at:
Attention: Michael Gelfand
c/o Terra Vista Management, Inc.
445 Marine View Ave., Suite 110
Del Mar, CA 92014
Email: michaelg(a-)-campland.com;
pravenna(d-)newportdunes.com
4. INSURANCE
Without limiting the City's indemnification obligations, and prior to commencement
of any FiiN Program season, the City shall obtain, provide and maintain at its own
expense during the term of this MOU or for other periods as specified in this MOU, 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. City
will not self -insure unless first agreed to in writing by Dunes. All policies, endorsements,
certificates, and/or binders shall be subject to approval by City and Dunes as to form and
content. These requirements are subject to amendment or waiver only if so approved in
writing by City and Dunes. A lapse in any required insurance coverage during this MOU
shall be a breach of this MOU by City and shall, notwithstanding anything to the contrary
in Section 1.1 of this MOU, give Dunes the right to terminate this MOU immediately with
no prior notice. Dunes shall maintain the insurance required under the OC Master Lease,
Newport Dunes Resort and Marina MOU Page 5
Master Sublease, and City Master Lease, with no obligation to name City (other than
under the City Master Lease) or any FiiN Program contractor.
5. INDEMNIFICATION
City shall indemnify, defend and hold harmless Dunes, its direct and indirect
beneficial owners , and its and their, partners, members, shareholders, affiliates, officers,
directors, employees, managers, sublessors, lessors (including, without limitation, the
County of Orange), lenders, agents, and representatives ("Indemnified Parties") with
respect to any loss, liability, injury or damage that arises out of, or is in any way related
to, the acts or omissions of City and/or contractors of the FiiN Program, and/or their
respective employees, representatives, officers, agents, participants, campers and their
parents or guardians, arising out of or relating to the FiiN Program or access to and use
of the Licensed Space or any portion of the Property under this MOU; however, City shall
not be required to indemnify Dunes to the extent of any claim arising directly and solely
from the gross negligence or willful misconduct of Dunes or the Indemnified Parties.
6. STANDARD PROVISIONS
6.1 Recitals. City acknowledges the Recitals in A, B, C, E and F of this MOU
are true and correct, and Dunes acknowledges the Recitals in D, E, and F are true and
correct. The Recitals are hereby incorporated by reference into this MOU.
6.2 Compliance with all Laws and Leases. Each Party 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. City shall be responsible for such compliance by its FiiN Program
contractors. City shall not violate any of the terms, covenants or conditions set forth in
the OC Master Lease or City Master Lease which are applicable to The Dunes.
6.3 Waiver. A waiver by either Party of any breach, of any term, covenant or
condition contained herein shall be in writing and 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.
6.4 Integrated Contract. This MOU (including all Exhibits attached hereto and
incorporated herein by this reference) represents the full and complete understanding of
every kind or nature whatsoever between the Parties hereto relating to the license granted
hereunder, 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.
6.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this MOU and any Exhibit to this MOU, the terms of this MOU
shall govern. In the event there are any conflicts or inconsistencies between this MOU
or any Exhibit to this MOU and the OC Master Lease, the OC Master Lease shall control.
Newport Dunes Resort and Marina MOU Page 6
6.6 Interpretation. The terms of this MOU 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 MOU or any other rule of construction which
might otherwise apply.
6.7 Amendments. This MOU may be modified or amended only by a written
document executed by both Parties and approved as to form by the City Attorney.
6.8 Severability. If any term or portion of this MOU is held to be invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this MOU shall continue in full force and effect.
6.9 Controlling Law and Venue. The laws of the State of California shall govern
this MOU and all matters relating to it, and any action brought relating to this MOU shall
be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
6.10 No Attorneys' Fees. In the event of any dispute or legal action arising under
this MOU, the prevailing Party shall not be entitled to attorneys' fees.
6.11 Counterparts. This MOU 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. The Parties agree that this MOU may be executed
electronically. An electronic signature, whether digital or scanned, shall be deemed as
valid and binding as a handwritten signature for all purposes
6.12 Authority to Enter Into MOU. The Parties warrant that they are duly
authorized to enter into this MOU and perform their obligations hereunder, and have
received (or Dunes will seek to obtain) all necessary third party consents and approvals
to perform such obligations; notwithstanding the foregoing, Dunes makes no
representations, warranties or covenants that Dunes will be able to obtain any necessary
consents from third parties.
[SIGNATURES ON NEXT PAGE]
Newport Dunes Resort and Marina MOU Page 7
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed on
the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation and
charter city
Date: q / 1ZJZL Date: q 119 o)4
By: t P W (a,)
4on C. Harp
Ci Attorney
ATTEST:
V5 MV
By: C46W;J-�I�
Leilani I. Brow
City Clerk
ro
r-
,U .
By:
ra K. Leung ci
C' Manager
NEWPORT DUNES RESORT AND
MARINA,
a California general partnership
By: NEWPORT DUNES MARINA, LLC,
a California limited liability
company
Its: General Partner
By Second Street Group GP,
LLC, a California limited liability
company, a manager
Signed in Counterpart
By:
Ezra Kest, Manager
Date:
Newport Dunes Resort and Marina MOU Page 8
IN WITNESS WHEREOF, the Parties have caused this MOU to be executed on
the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By: pe4)
6n C. Harp
it Attorney
ATTEST:
Date:
By:
Leilani 1. BrQwn
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation and
charter city
Date:
AS
Grace K. Leung
City Manager
NEWPORT DUNES RESORT AND
MARINA,
a California general partnership
By: NEWPORT DUNES MARINA, LLC,
a California limited liability
company
Its: General Partner
By Seco/I Street Group GP,
LLC, akalifornia limited liability
By_x
Kest, Manager
Date:
Newport Dunes Resort and Marina MOU Page 8
By: DUNES RESORT, LP,
A California limited partnership
Its: General Partner
By: DUNES RESORT, LLC,
a California limited liability
company
Its: General Partner
Signed in Counterpart
Bv:
Michael Gelfand
Manager
By: '�n�'�l n r'ni interpart
Michael Silverman
Manager
Date:
Attachments: Exhibit A — Newport Dunes Map
Exhibit B — Building Map
Exhibit C — Sample HN Program Schedule
Exhibit D — Insurance Requirements
Exhibit E —Third Party Release and Rules and Regulations
Newport Dunes Resort and Marina MOU Page 9
By: DUNES RESORT, LP,
A California limited partnership
Its: General Partner
By: DUNES RESORT, LLC,
a California limited liability
company
Its: General Partner
By: 4'.�f-v j
Michael Gelfan
Manager
By:
Michael Silverman
Manager
Date:
Attachments: Exhibit A — Newport Dunes Map
Exhibit B — Building Map
Exhibit C — Sample FiiN Program Schedule
Exhibit D — Insurance Requirements
Exhibit E —Third Party Release and Rules and Regulations
Newport Dunes Resort and Marina MOU Page 9
By: DUNES RESORT, LP,
A California limited partnership
Its: General Partner
By: DUNES RESORT, LLC,
a California limited liability
company
Its: General Partner
By:
Michael Gelfand
Manager
By d/
Michael Silverman
Manager
Date: e��f/�'�
Attachments: Exhibit A — Newport Dunes Map
Exhibit B — Building Map
Exhibit C — Sample FiiN Program Schedule
Exhibit D — Insurance Requirements
Exhibit E —Third Party Release and Rules and Regulations
Newport Dunes Resort and Marina MOU Page 9
M"IMA
Irm" MCf
UPORI DUN12
(949) 729-3863
EXHIBIT A
NEWPORT DUNES MAP
ro ccaocac,u
rtu.n
BACK BA
�.,.« BISTRO
$OAT
rlW WING
WING
SITES
��•� NKN1.ONl COWI
' M.�nr.sal
u.[Nr.oNl coa.I
l f..Y •' Os' . sWi
IOU UU4CN MKNI.ONT
INr1ANC[ .... Mwnf'.301
... DKX.
um fl ll
mum
.
ns•. wl
HNri
cD
00wi Mac
; nr • at
F ;
—(EEJO
....
<
ns• aI
WG
nf'.a
saws
x
nr.]s"i
a '
0000 cs"
��
-
0000.� �,
COAST HIGHWAY
Newport Dunes Resort and Marina MOU Page A-1
EXHIBIT B
BUILDING MAP
[CAN THIS BE ENLARGED OR SHIFTED SO ONE
CAN READ THE LETTERS ON THE BUILDINGS?]
Upper Newport Bey
Ecological Rcserve
....... .. na.p ... .. ■ •._. _. _. ���. ....A
�� O1lAtIF 1 J % r�elvi
Newport Dunes Resort and Marina MOU Page B-1
EXHIBIT C
SAMPLE FIIN PROGRAM SCHEDULE
Day Time Activity
Notes
day 1: MIW
8:00 AM
STAFF ARRIVE
Set up camp and morning rotations.
Incoming
groups
10:00 AM
Campers arrive
Unload, facility tour, safety, and rules/expectations.
11:00 AM-12:00 PM
Introduction/Morning program (@
basecamp)
4 rotations (15 mins each)- Name tags/Pre-evals,
Habitats 101, History/Conservation, Nature
'ournalin .
12:00 PM -1:00 PM
LUNCH
Bistro (chicken fingers, mac&cheese, salad).
1:00 PM-3:00 PM
Afternoon program (@ Gazebo & Back
Bay Hike)
2 rotations (30 min each)- Food Webs and Nature
Photography, then Bayview park hike.
3:30 PM
Return to home base
3:30 PM - 4:45 PM
Downtime and Showers
5:00 PM- 6:00 PM
DINNER
Bistro (spaghetti, garlic bread, salad).
6:00 PM
Evening program (Nature at Night @
basecamp)
2 rotations (20-30 min each)- Nocturnal Animals
(owl pellets) and Astronomy.
7:00 PM
Tent Time
Downtime & freeplay.
7:30 PM
Campfire
Decomposers Activity (Worms & Dirt Dessert)
20-30 min).
8:00 PM
Recap Game by the campfire
Jeopardy game (play in teams)
8:30 PM
Prep for sleep
9:30 PM
LIGHTS OUT
day 2:
TITH
7:00 AM - 8:00 AM
Wake up and get ready for the day
8:00 AM - 9:00 AM
BREAKFAST
At Bistro (breakfast burritos).
9:00 AM - 9:15 AM
Lifeguard talk
9:15 AM -11:30 AM
Morning program (Kayaking/Beach
activities)
2 Rotations (45 min each w/15 snack break) -
Kayaking and Relay Race/Sand Castle Building.
12:00 PM -1:00 PM
LUNCH
Bistro Lunch (tacos or sandwiches).
1:30 PM
Afternoon program @ BBSC (Marine
Ecology & Plants)
4 group rotations (20-30 mins/ea)-
Watersheds/Pollution, Touchtanksllab,
Fish/Sharks, Nursery/Plants.
3:30 PM
Return to home base
3:30 PM - 4:45 PM
Downtime and Showers
Clean up tents/lightly start packing.
5:00 PM - 6:00 PM
DINNER
Bistro (pizza or burgers).
6:15 PM
Evening program (Nature at Night @
basecamp)
2 rotations (20 min each)- Skits and
Plankton/Bioluminescence.
7:30 PM
Campfire
Smores and Storytime/skits
8:30 PM
Prep for sleep
9:30 PM
LIGHTS OUT
Newport Dunes Resort and Marina MOU Page C-1
day 3: WIF
7:00 AM-8.00 AM
Wake up and get ready for the day
Students should be packed with change of clothes
prepared.
Outgoing
groups
7:30 AM - 8:30 AM
BREAKFAST (to go at Bistro)
snack box for departing groups
9:00 AM -10:00 AM
Boat tour
Harbor Cruise with emphasis on marine mammals.
10:30 AM
Return to home base
11:00 AM
Departing group leaves
Newport Dunes Resort and Marina MOU Page C-2
EXHIBIT D
INSURANCE REQUIREMENTS
A. Provision of Insurance. Without limiting City's indemnification obligations, and prior
to commencement of FiiN Program season, the City shall obtain, provide and
maintain at its own expense during the term of this MOU, policies of insurance of
the type and amounts described below and in a form that is satisfactory to the
Parties. The City agrees to provide insurance in accordance with requirements set
forth herein. If City uses existing coverage to comply and that coverage does not
meet these requirements, City agrees to amend, supplement or endorse the
existing coverage.
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 Dunes and City's Risk Manager.
C. City's Coverage Requirements.
1. Workers' Compensation Insurance. City (and its FiiN contractors) shall
maintain Workers' Compensation Insurance providing 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.
City shall submit to Dunes, along with the certificate of insurance, a Waiver
of Subrogation endorsement in favor of Dunes and its Indemnified Parties
and any person or entity owning or otherwise in legal control of the Property
upon which City performs the FiiN Program contemplated by this MOU.
2. General Liability Insurance. City 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 and two million dollars ($2,000,000) in
the aggregate.
The policy shall cover liability arising from products and completed
operations, property damage, bodily injury, personal and advertising injury,
premises, operations, 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.
Newport Dunes Resort and Marina MOU Page D-1
The policy shall cover sexual abuse and molestation with defense costs
included in an amount not less than two million dollars ($2,000,000).
3. Automobile Liability Insurance. Unless City confirms in writing that neither
City nor any FiiN Contractors will be driving onsite at all to discharge duties
during the HN Program, City (and its FiiN contractors) 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 City
or HN Program contractors or subcontractors arising out of or in connection
with the FiiN Program to be performed under this MOU, 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 for each
accident.
4. City's 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 MOU shall be endorsed to waive
subrogation against Dunes and its Indemnified Parties, and any
other person or entity owning or otherwise in legal control of the
Property upon which City allows the FiiN Program. . City hereby
waives its own right of recovery against Dunes and the Indemnified
Parties, and shall require similar written express waivers from each
of its FiiN Program contractors and subcontractors .
b) Additional Insured Status. All liability policies, but not including
professional liability, shall provide or be endorsed to provide that
Dunes and the Indemnified Parties shall be included as additional
named insureds under such policies. Without limiting the foregoing,
the following parties must be listed: (a) Newport Dunes Resort and
Marina; (b) Dunes Resort, LLC; (c) Newport Dunes Marina, LLC;
(d)The County of Orange; (e) Waterfront Resort Properties, L.P; (f)
Terra Vista Management, Inc.; (g) G&K Management Co., Inc.; (h)
Dunes Resort, LP.
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 Dunes or the Indemnified Parties.
No insurance policies maintained by Dunes or its Indemnified
Parties, whether primary or excess, and which also apply to a loss
covered hereunder, shall be called upon to contribute to a loss.
d) Notice of Cancellation. All policies shall provide Dunes with thirty (30)
days' notice of cancellation (except for nonpayment for which ten
Newport Dunes Resort and Marina MOU Page D-2
(10) days' notice is required) or nonrenewal of coverage for each
required coverage.
e) FiiN Program Contractors and Subcontractors. City shall require and
verify that all FiiN Program contractors and subcontractors maintain
insurance meeting all the requirements stated herein, and City shall
ensure that each of Dunes and the Indemnified Parties is an
additional insured on insurance required from those parties. For
CGL coverage , FiiN Program contractors and subcontractors shall
provide coverage with a format at least as broad as CG 20 38 04 13.
D. Additional Agreements Between the Parties. The Parties hereby agree to the
following:
Evidence of Insurance. City shall provide certificates of insurance to Dunes
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 Dunes and City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City and Dunes at all times during the term of this
contract. Dunes reserves the right to require complete, certified copies of
all required insurance policies, at any time.
2. 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 City maintains higher limits than
the minimums shown above, Dunes requires and shall be entitled to
coverage for higher limits maintained by City. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to Dunes.
3. Self -insured Retentions. Any self -insured retentions must be declared to
and first approved by the Parties in writing..
4. Dunes Remedies for Non Compliance. If City or any FiiN Program
contractor or subcontractor fails to provide and maintain insurance as
required herein, then Dunes shall have the right but not the obligation to
terminate this MOU or to suspend City's and FiiN Program's rights to
proceed until proper evidence of insurance is provided.
5. Timely Notice of Claims. City shall give Dunes prompt and timely notice of
claims made or suits instituted that arise out of or result from the FHN
Newport Dunes Resort and Marina MOU Page D-3
Program operations or City's or FiiN Program contractors' or
subcontractors' performance under this MOU, and that involve or may
involve coverage under any of the required liability policies.
6. City's Insurance. City 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 services or
products provided under this MOU.
Newport Dunes Resort and Marina MOU Page D-4
EXHIBIT E
THIRD PARTY RELEASE AND RULES AND REGULATIONS
Please be advised that the FiiN Program does not own the property it uses at Newport Dunes Waterfront
Resort. Such property is licensed from Newport Dunes Resort and Marina, a California general partnership
("Newport Dunes"), doing business as Newport Dunes Waterfront Resort, and is under ground lease from
the County of Orange ("Orange County"). FiiN Program has no affiliation with Newport Dunes or Orange
County. Newport Dunes and Orange County have no responsibility or liability in connection with the FiiN
Program's activities at Newport Dunes Waterfront Resort, including, without limitation, supervision of
your campers(s) (whether conducting activities with FiiN Program or not).
By signing this document, you hereby contractually agree to the Rules and Regulations attached
hereto and assume all risks relating to allowing your camper to attend the FiiN Program at Newport Dunes
Waterfront Resort with respect to the Dunes Parties (defined below), which include, without limitation,
the direct and indirect owners and property managing entities of Newport Dunes Waterfront Resort. You
hereby (i) agree to hold Newport Dunes, Orange County, Dunes Resort, LP, Dunes Resort, LLC, Newport
Dunes Marina, LLC, Waterfront Resort Properties, L.P., Terra Vista Management, Inc. and GK Management
Co., Inc. and their direct and indirect owners, managers, members, shareholders, partners, agents,
employees, and lenders (collectively, the "Dunes Parties") harmless from any and all liability arising from
events occurring while your camper attends the FiiN Program at Newport Dunes Waterfront Resort, and
(ii) waive and release the Dunes Parties from any and all claims which you, your camper, or any relative
or guardian may acquire as a result of any act or omission that occurs at the FiiN Program at Newport
Dunes Waterfront Resort, except as to any Dunes Party in the event and solely and directly as a result of
the gross negligence or willful misconduct of such Dunes Party.
Camper Name(s)
Parent/Legal Guardian Signature
Parent/Legal Guardian Printed Name
Date
Newport Dunes Resort and Marina MOU Page D-5
Rules and Regulations
SECURITY officers are here to assist you. They patrol 24-hours a day by bicycle, electric cart, and on foot.
Security may be reached by calling (949) 999-3151 or by contacting the gatehouse at the Main Entrance.
Management is not responsible for lost, stolen, or damaged articles. Keep yourvaluables locked up. Please
report any problems with your site to the Registration Office or Security immediately. Newport Dunes
adheres to and maintains all state, county, and local laws on our property. The legal age for alcohol
consumption is 21 years. Alcohol is not allowed on the beach, clubhouse, and pool unless sold at a function
catered and supervised by Newport Dunes Resort.
QUIET HOURS Quiet hours are from 10 p.m.- 8 a.m. Please turn off TVs and amplified sound, and lower
voices to a whisper to allow your neighbors a good night's rest. Please be courteous to other guests around
you. Music language must be clean and radio friendly. Inconsiderate guests will be asked to leave.
TENTS must be freestanding; stakes are strictly prohibited. Tarps may not be used as tents.
VEHICLES Observe 5 M.P.H. speed limit. Working on vehicles is prohibited. Washing vehicles is allowed
only at the wash rack located near the boat launch ramp. Valid vehicle passes must be displayed at all
times. Vehicles must be parked in a registered guests RV site or in a designated parking spot. Vehicles are
not allowed to park in empty RV sites at any time. Additional vehicles must be registered at the
Registration Office and are subject to additional charges. Vehicle passes are not transferable between
different cars or guests unless you bring your original pass into the office to get a new one. If you lose
your pass, you will need to purchase a new pass. One habitable RV, trailer, or camper per site is allowed.
Newport Dunes does not allow RV, trailer, or vehicle storage in our parking lot. Due to fire codes and
safety concerns, parking on the blacktop is not allowed. Streets in the RV Park are designated fire lanes.
No parking allowed between the two red fire lanes. Vehicles parked in unauthorized areas, blocking sites,
or parked for more than 72 hours will be towed at owner's expense or charged the daily rate for the
illegally occupied campsite.
CAMPFIRES/BBQ's Controlled campfires/BBQ's are allowed on RV sites only. BBQs and Firepits are
prohibited on the beach. Campfires must be in a self-contained fire ring only (enclosed bottom and sides).
Please keep fire pits and BBQ's off of grass areas. Campfires/BBQ's must never be left unattended. Use
fire rings and BBQ's at your own risk. You are responsible for any injury or property damage. Newport
Dunes Resort assumes no liability for any accidents, injuries or damages incurred.
NON-SMOKING Newport Dunes endorses a clean, healthy environment. Smoking is strictly prohibited
inside any building on property, including all restrooms, offices, meeting facilities, Back Bay Bistro,
cottages, pool and Jacuzzi area, and the Market Place. Marijuana is not allowed on property.
COURTESY Newport Dunes staff is proud to provide our patrons with the best possible courteous and
respectful service. Profanity or violence towards our staff will not be tolerated. We reserve the right to
refuse service to anyone.
Newport Dunes Resort and Marina MOU Page D-6
DRONES Newport Dunes is in the direct flight path for John Wayne Airport. Personal drone use is
prohibited at Newport Dunes and the air space above Newport Dunes property.
CONDUCT Actions by any person of any nature which may be dangerous or may create a health and safety
problem or disturb others are not permitted. This includes, but is not limited to, any unusual, disturbing
or excessive noise, intoxication, quarreling, threatening, fighting, immoral or illegal conduct, profanity, or
rude, boisterous, objectionable or abusive language or conduct. The use or display of any weapon,
including, but not limited to, a bow and arrow, BB guns, knives, swords, batons, fireworks, explosives,
mace, pepper spray, electric "tasers" and guns is expressly forbidden. Persons under the influence of
alcohol or any other substance shall not be permitted in any common area or other area of the Park which
is generally open to RVers and their guests. The violation of any law or ordinance of the city, county, state
or federal government will not be tolerated. No acts or demeanor shall be permitted which would place
the Park Management in violation of any law or ordinance. Persons responsible for the actions and
conduct of guests and invitees shall have financial responsibility for any breakage, destruction, or
vandalism of the Park's recreational facilities and common areas by such guests and invitees.
Management reserves all rights to amend, revise, and add to these rules and regulations at any time.
Determinations made in enforcing or interpreting these rules and regulations are in the sole discretion
of Dunes Resort management.
Newport Dunes Resort and Marina MOU Page D-7