HomeMy WebLinkAboutC-10108-1 - Contract for Beach and Coast Accessibility ProgramORANGE COUNTY
Orange County Coastkeeper
3151 Airway Ave, Suite F-110
Costa Mesa, CA 92626
714-850-1965
www.coastkeeper.org
Beach and Coast
Accessibility Program,
Ii
Contract with the City of Newport Beach
Microsoft Office User
Date
1. Introduction: This Agreement (the "Agreement") is entered into on this 121h of December
2025 by and between: Orange County Coastkeeper (referred to as "OCCK"), a California
nonprofit corporation with its principal office located at 3151 Airway Avenue, Suite F-110,
Costa Mesa, CA 92626, and the City of Newport Beach (referred to as the "Sub -Grantee"),
a public agency, with its principal office located at 70 Newport Pier, Newport Beach, CA
92663.
2. Background:
-Whereas, OCCK has entered into a Grant Agreement (Grant Agreement No. 23-110)
with the State Coastal Conservancy (the "Conservancy"), whereby OCCK has received a
grant to manage and implement the California coast -wide Beach and Coastal Accessibility
Program (the "Program");
-Whereas, the Program aims to provide grants to nonprofit organizations, public entities,
and tribes for the purchase of equipment to improve beach and coast accessibility for
people with disabilities;
-Whereas, OCCK has selected the Sub -Grantee to receive funds under the Program to
carry out certain activities related to the purchase and maintenance of beach accessibility
equipment, as described in this Agreement;
Now, Therefore, in consideration of the mutual covenants and conditions set forth herein, the
parties hereby agree as follows:
3. Scope of Work:
3.1. The Sub -Grantee agrees to implement the scope of work (the "Scope of Work") as
detailed in Exhibit 2, which is attached hereto and incorporated herein by reference.
The Scope of Work outlines the specific tasks, activities, and deliverables that the Sub -
Grantee is responsible for under this Agreement. The Sub -Grantee shall carry out the
Scope of Work in a timely and professional manner, in accordance with the terms of
this agreement.
The Sub -Grantee agrees to use the grant funds exclusively for the activities and purposes
described in the Scope of Work.
3.2. Any modifications to the Scope of Work must be approved in writing by OCCK
before implementation. Such modifications must also be consistent with the Grant
Agreement and approved by the Conservancy if required.
3.3. The Sub -Grantee shall ensure that all work performed under this Agreement complies
with all applicable federal, state, and local laws, regulations, and standards.
4. Grant Funds and Disbursement:
4.1. OCCK agrees to provide the Sub -Grantee with grant funds in an amount not to exceed
Two Thousand, Seven Hundred and Fifty Dollars ($2,750.00). These funds are
provided exclusively for the implementation of the Scope of Work as described in
Exhibit 2.
4.2. Disbursement Schedule: Disbursements to the Sub -Grantee will be made on a
reimbursement basis within sixty (60) days of receipt of the documents described in
the subsequent paragraph 4.3.
4.3. Condition Precedent to Disbursement: The following conditions must be met before
any disbursement of funds to the Sub -Grantee:
Proof of Insurance: The Sub -Grantee must provide OCCK with
proof of insurance as required under Section 11 of this Agreement.
2. Approval of Scope of Work: The Scope of Work (Exhibit 2) must
be approved in writing by OCCK.
3. Invoice: Sub -Grantee must provide OCCK with an invoice that
includes all costs for which Sub -Grantee is seeking reimbursement.
4. Receipts: Sub -Grantee must provide OCCK with all receipts
related to purchases within the Scope of Work.
5. Photographs: Sub -Grantee must provide OCCK with photographs
sufficient to show completion of the Scope of Work.
4.4. Use of Funds: The Sub -Grantee agrees to use the grant funds solely for the purposes
set forth in the Scope of Work. None of the grant funds may be spent on indirect costs.
Any expenditure of funds for purposes other than those authorized under this
Agreement is prohibited and may result in the termination of this Agreement and the
requirement to return disbursed funds.
5. Reporting Requirements:
5.1. Progress Reports: The Sub -Grantee shall submit written progress reports to OCCK
within thirty (30) days of the Sub -Grantee's receipt of purchased equipment, and then
annually for five (5) years until the final report, or as otherwise directed by OCCK. Each
progress report shall include:
5.1.1. Summary of Activities: A detailed description of the activities undertaken
during the reporting period, including progress made towards completing the Scope
of Work (Exhibit 2).
5.1.2. Financial Report: An itemized account of expenditures made using the grant
funds during the reporting period, including receipts and documentation as
necessary to support the reported costs.
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5.2. Final Report: Upon completion of the project, and no later than sixty (60) days after the
project's end date (5 years after receiving equipment), the Sub -Grantee shall submit a
final report to OCCK. The final report shall include:
5.2.1. Comprehensive Summary: A complete summary of the project's activities,
outcomes, and achievements, including how the project met the objectives outlined
in the Scope of Work (Exhibit 2).
5.2.2. Final Financial Report: A full accounting of all grant funds expended,
including a comparison of the budgeted vs. actual expenditures, along with final
receipts and documentation for all costs.
5.2.3. Evaluation and Impact: An assessment of the project's impact, including
feedback from beneficiaries, any lessons learned, and recommendations for future
projects.
5.2.4. Documentation: Any relevant documentation produced as part of the project,
including photos, videos, promotional materials, and media coverage, if applicable.
5.3. Additional Reports: OCCK reserves the right to request additional reports or
information from the Sub -Grantee as needed to ensure compliance with the terms of this
Agreement.
5.4. Record Retention: The Sub -Grantee shall retain all project -related records, including
financial documents, for a minimum of three (3) years following the completion of the
project. These records must be made available for audit or inspection by OCCK, the
Conservancy, or other authorized entities upon request.
5.5. Non -Compliance: Failure to submit the required reports in a timely and complete
manner may result in OCCK seeking recovery of grant funds, termination of this
Agreement, or other actions as deemed appropriate by OCCK.
6. Monitoring and Evaluation
6.1. Evaluation: OCCK reserves the right to monitor and evaluate the Sub -Grantee's
performance under this Agreement. This may include site visits, review of project -
related documentation, and interviews with staff and beneficiaries to ensure compliance
with the Scope of Work (Exhibit 2) and the terms of this Agreement. The Sub -Grantee's
performance will be evaluated based on the timely completion of project milestones,
adherence to the Scope of Work (Exhibit 2), effective use of grant funds, and the impact
of the project in improving beach and coastal accessibility.
6.2. Corrective Action: If OCCK determines that the Sub -Grantee is not in compliance with
the terms of this Agreement or the Scope of Work (Exhibit 2), OCCK may require the
Sub -Grantee to take corrective action within a specified timeframe. Failure to take
corrective action may result in OCCK seeking recovery of grant funds, termination of
this Agreement, or other actions as deemed appropriate by OCCK.
7. Equipment Maintenance:
The Sub -Grantee agrees that all equipment purchased under this Agreement shall be
maintained and kept in good repair for a minimum period of five (5) years from the date of
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acquisition. Given the challenges posed by sand, wind, and salt water, the Sub -Grantee may
allocate grant funds for the purchase of replacement components that have been shown,
through previous experience, to require regular replacement due to wear and tear.
Additionally, if necessary, the Sub -Grantee may use grant funds to purchase locked storage
for the equipment to ensure its safekeeping. The Sub -Grantee shall monitor and document the
usage of the equipment, providing such documentation to OCCK and the Conservancy to
quantify the program's impact on coast and beach access. The Sub -Grantee shall include
these updates in its periodic reports as required under Section 4 of this Agreement.
8. Information Dissemination Plan:
The Sub -Grantee shall develop and implement a plan for disseminating information about the
availability of the accessibility equipment to target communities and organizations. This plan
shall include strategies to ensure that people with disabilities are made aware of the
equipment and can readily access and use it. The Sub -Grantee shall include updates on the
implementation of this plan in its progress reports to OCCK.
9. Work Products and Acknowledgement of Conservancy Support:
9.1. All material, data, information, and written, graphic or other work produced, developed
or acquired under this agreement is subject to the unqualified and unconditional right of
the Conservancy and OCCK to use, reproduce, publish, display, and make derivative use
of all such work, or any part of it, free of charge and in any manner and for any purpose;
and to authorize others to do so. If any of the work is subject to copyright, trademark,
service mark, or patent, the Conservancy and OCCK are granted and shall have a
perpetual, royalty -free, nonexclusive and irrevocable license to use, reproduce, publish,
use in the creation of derivative works, and display and perform the work, or any part of
it, and to grant to any third party a comparable and coextensive sublicense.
9.2. The Sub -Grantee shall not utilize the work produced under this agreement for any profit -
making venture.
9.3. To acknowledge the Conservancy's support of the project, the grantee shall display the
Conservancy's name and logo in the final report in a prominent location. The grantee
shall mention the Conservancy's support in its project -related press releases, contacts
with the media, and social media postings, and on its website.
10. Audits and Accounting:
10.1. Accounting Standards: The Sub -Grantee shall maintain financial accounts,
documents, and records (collectively, the "Records") relating to this Agreement in
accordance with Generally Accepted Accounting Principles (GAAP) as published by the
American Institute of Certified Public Accountants. The Records shall include, without
limitation, evidence sufficient to reflect properly the amount, receipt, and disbursement
of all funds related to work performed under this Agreement, as well as time and effort
reports that permit tracing from the request for disbursement forms to the accounting
records and to the supporting documentation.
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10.2. Audit Rights: OCCK, the State Coastal Conservancy, the California State Auditor,
or their authorized representatives, shall have the right to review, obtain, and copy all
Records maintained by the Sub -Grantee related to this Agreement. The Sub -Grantee
agrees to provide any relevant information requested and shall grant access to its
premises upon reasonable notice during normal business hours to interview employees
and inspect and copy books, records, accounts, and other material that may be relevant to
determining compliance with this Agreement and any applicable laws and regulations.
10.3. Record Retention: The Sub -Grantee shall retain the Records for a minimum of three
(3) years following the final disbursement of funds by OCCK under this Agreement. The
Records shall be subject to examination and audit by OCCK, the State Coastal
Conservancy, and the California State Auditor during this retention period.
10.4. Disallowance of Costs: OCCK may disallow all or part of the cost of any activity or
action that it determines to be not in compliance with the requirements of this
Agreement or the Grant Agreement with the State Coastal Conservancy.
II.Insurance:
11.1. Insurance Requirements: Throughout the term of this Agreement, the Sub -Grantee
shall procure and maintain insurance coverage as specified in this section, against claims
for injuries to persons or damages to property that may arise from or in connection with
the performance of work under this Agreement by the Sub -Grantee, its agents,
representatives, employees, or contractors.
11.2. Types and Limits of Insurance: The Sub -Grantee shall maintain the following
minimum insurance coverage:
1. Commercial General Liability Insurance: Coverage with limits of not less than
$2,000,000 per occurrence for bodily injury, personal injury, and property damage.
If a general aggregate limit is used, the general aggregate limit shall apply separately
to the work under this Agreement or shall be twice the required occurrence limit.
2. Automobile Liability Insurance: Coverage with limits of not less than $1,000,000
per accident for bodily injury and property damage, covering any auto.
3. Worker's Compensation and Employer's Liability Insurance: Worker's
compensation insurance as required by the laws of the State of California, with
Employer's Liability limits of not less than $1,000,000 per accident for bodily injury
or disease.
11.3. Additional Insured: The Sub -Grantee shall ensure that the insurance policies
required under this Agreement name Orange County Coastkeeper (OCCK), the State
Coastal Conservancy (the "Conservancy"), and the State of California, its officers,
agents, and employees as additional insureds. The coverage shall be primary insurance
with respect to OCCK, the Conservancy, and the State of California, its officers, agents,
and employees and not contributing with any insurance or self-insurance maintained by
OCCK or the Conservancy. The limits of the additional insured coverage must equal the
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limits of the named insured coverage regardless of whether the limits of the named
insurance coverage exceed those limits required by this agreement.
11.4. Compliance with Original Grant Agreement between OCCK and the
Conservancy:
11.4.1. Required Provisions Concerning the Conservancy and the State of
California:
11.4.1.1. The Sub -Grantee shall notify OCCK within two (2) days of receipt of
notice that any required insurance policy will lapse or be canceled. At least ten
(10) days before an insurance policy held by the grantee lapses or is cancelled,
the grantee shall provide the OCCK with evidence of renewal or replacement
of the policy.
11.4.1.2. The grantee hereby grants to the State of California, its officers, agents,
employees, and volunteers, a waiver of any right to subrogation which any
insurer of the grantee may acquire against the State of California, its officers,
agents, employees, and volunteers, by virtue of the payment of any loss under
such insurance. Sub -Grantee agrees to obtain any endorsement that may be
necessary to effect this waiver of subrogation, but this provision applies
regardless of whether or not the Sub -Grantee has received a waiver of
subrogation endorsement from the insurer.
11.4.1.3. Coverage does not extend to any indemnity coverage for the active
negligence of the additional insured in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of
Section 2782 of the Civil Code.
11.4.1.4. Insurance must be placed with insurers admitted to transact business in
the State of California and having a current Best's rating of `B+:VII" or better
or, in the alternative, acceptable to the Conservancy and approved in writing
by the Executive Officer.
11.5. Proof of Insurance: Prior to the commencement of any work under this Agreement,
the Sub -Grantee shall provide OCCK with certificates of insurance and amendatory
endorsements or copies of the applicable policy language effecting coverage required by
this section. All certificates and endorsements are to be received and approved by OCCK
before work commences. OCCK reserves the right to require complete, certified copies
of all required insurance policies, including endorsements affecting the coverage, at any
time.
11.6. Continuation of Coverage: The Sub -Grantee shall ensure that all insurance
coverage required under this Agreement remains in effect for the duration of the project
and for a period of at least three (3) years following the completion of the project.
12. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the
State of California, without regard to its conflict of law principles. The Sub -Grantee agrees to
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comply with all applicable federal, state, and local laws, regulations, and ordinances in
carrying out the activities under this Agreement.
13. Compliance with Laws:
13.1. Americans with Disabilities Act (ADA): By signing this Agreement, the Sub -
Grantee certifies that it is in compliance with the Americans with Disabilities Act (ADA)
of 1990, as amended (42 U.S.C. § 12101 et seq.), which prohibits discrimination on the
basis of disability, as well as all applicable regulations and guidelines issued pursuant to
the ADA.
13.2. Non -Discrimination: During the performance of this Agreement, the Sub -Grantee
shall not deny the Agreement's benefits to any person on the basis of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status, nor shall it
discriminate unlawfully against any employee or applicant for employment because of
such characteristics. The Sub -Grantee shall ensure that the evaluation and treatment of
employees and applicants for employment are free of such discrimination. The Sub -
Grantee shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code § 12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs.,
tit. 2, § 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2
of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or
standards adopted by the State Coastal Conservancy to implement such arti-cle—T-he-Sub-
Grantee shall permit access by representatives of the Department of Fair Employment
and Housing and OCCK upon reasonable notice at any time during the normal business
hours, but in no case less than 24 hours' notice, to such of its books, records, accounts,
and all other sources of information and its facilities as the Department or OCCK shall
require to ascertain compliance with this clause. The Sub -Grantee shall include the non-
discrimination and compliance provisions of this clause in all contracts to perform work
under this Agreement.
13.3. Copyright Laws: The Sub -Grantee certifies that it has instituted and will employ
systems and controls appropriate to ensure that, in the performance of this contract, state
funds will not be used for the acquisition, operation, or maintenance of computer
software in violation of copyright laws.
13.4. Executive Order N-6-22 —Russia Sanctions: On March 4, 2022, Governor Gavin
Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against
Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions
imposed by the U.S. government in response to Russia's actions in Ukraine, as well as
any sanctions imposed under state law. The EO directs state agencies to terminate
contracts with, and to refrain from entering any new contracts with, individuals or
entities that are determined to be a target of Economic Sanctions. Accordingly, should
the Conservancy determine the Sub -Grantee is a target of Economic Sanctions or is
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conducting prohibited transactions with sanctioned individuals or entities, that shall be
grounds for termination of this agreement. OCCK shall prov de the Sub -Grantee
advance written notice of such termination, allowing the Sub -Grantee at least 30
calendar days to provide a written response. Termination shall be at the sole discretion of
the Conservancy.
14. Indemnification:
The Sub -Grantee shall indemnify, defend, and hold harmless OCCK, the State Coastal
Conservancy, and their respective officers, agents, employees, and volunteers from and
against any and all claims, liabilities, losses, damages, costs, or expenses (including
reasonable attorneys' fees) arising out of or in any way connected with the performance of
this Agreement by the Sub -Grantee, its officers, agents, employees, contractors, or
subcontractors, except to the extent caused by the gross negligence or willful misconduct of
OCCK or the State Coastal Conservancy. The obligations under this section shall survive the
expiration or termination of this Agreement.
15. Termination:
15.1. Termination for Cause: OCCK may terminate this Agreement for cause upon
providing written notice to the Sub -Grantee if the Sub -Grantee fails to perform any of its
obligations under this Agreement, misuses grant funds, or otherwise breaches any term
of this Agreement. The Sub -Grantee shall have 30 days to cure any such breach unless
OCCK determines that the breach is not curable.
15.2. Termination for Convenience: OCCK may terminate this Agreement for
convenience at any time by providing the Sub -Grantee with 10 days' written notice. In
the event of termination for convenience, OCCK shall reimburse the Sub -Grantee for all
eligible expenses incurred up to the effective date of termination.
15.3. Effect of Termination: Upon termination of this Agreement, the Sub -Grantee shall
immediately cease all work under the Agreement, and shall return any unspent grant
funds to OCCK within 30 days. The Sub -Grantee shall also submit a final report
detailing all activities and expenditures up to the date of termination. The parties
expressly agree to waive, release, and relinquish the recovery of any consequential
damages that may arise out of the termination or suspension of this agreement under this
section.
16. Miscellaneous Provisions:
16.1. Dispute Resolution: In an effort to resolve any conflicts that may arise during the
Agreement or following project completion, sub -grantee and OCCK agree that all
disputes between them arising out of or relating to this Agreement shall be submitted to
non -binding mediation unless the parties mutually agree otherwise.
16.2. Assignment: The Sub -Grantee shall not assign or transfer any interest in this
Agreement without the prior written consent of OCCK, and if required, the
Conservancy. Any unauthorized assignment shall be void and may result in the
termination of this Agreement.
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16.3. Amendments: No change, amendment, or modification of this Agreement shall be
valid unless it is in writing and signed by both parties. Oral agreements or
understandings not incorporated in this Agreement shall not be binding on either party.
16.4. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
16.5. Entire Agreement: This Agreement, including all exhibits attached hereto,
constitutes the entire agreement between the parties and supersedes all prior agreements,
negotiations, and understandings, whether written or oral, with respect to the subject
matter hereof.
16.6. Notices: All notices required or permitted under this Agreement shall be in writing
and shall be deemed given when delivered in person, sent by email with receipt
confirmed, or sent by certified mail, return receipt requested, to the addresses of the
parties set forth in this Agreement or to such other address as a party may designate by
notice to the other party.
16.7. Prevailing Wage: Work done under this sub -grant agreement maybe subject to the
prevailing wage and other related requirements of the California Labor Code, Division 2,
Part 7, Chapter 1, sections 1720-1861. If required by law to do so, the grantee shall pay
prevailing wage to all persons employed in the performance of any part of the project
and otherwise comply with all associated requirements and obligations.
16.8. Independent Capacity: The sub -grantee, and the agents and employees of the sub -
grantee, in the performance of this agreement, are acting in an independent capacity and
not as officers or employees or agents of the State of California or OCCK.
16.9. Timeliness: Time is of the essence in this Agreement.
16.10. Drug -Free Workplace: The Sub -Grantee's signature on this Agreement constitutes
the certification required by Government Code Section 8355 (Drug -Free Workplace Act
of 1990), which requires that all state grantees provide a drug -free workplace by doing
all of the following:
16.10.1. Publishing a statement notifying employees that the unlawful manufacture,
distribution, dispensation, possession, or use of a controlled substance is prohibited
in the person's or organization's workplace and specifying actions that will be taken
against employees for violations of the prohibition.
16.10.2. Establishing a drug -free awareness program to inform employees about all of
the following:
16.10.2.1. The dangers of drug abuse in the workplace.
16.10.2.2. The person's or organization's policy of maintaining a drug -free
workplace.
16.10.2.3. Any available drug counseling, rehabilitation, and employee assistance
programs.
16.10.2.4. The penalties that may be imposed upon employees for drug abuse
violations.
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16.10.3. Requiring that each employee engaged in the performance of the grant be given
a copy of the drug -free workplace statement and that, as a condition of employment
on the grant, the employee agrees to abide by the terms of the statement.
Date: Date:
Name: o Ju Q.J cs Name:
Si ature� si atuSigned in Counterpart
City of Newport Beach Orange County Coastkee er
APPROVED AS TO FORM:
GHY ATTORNEY'S OFFICE
Date: 1111,1 z (, —
By: /
Fear n C. f tarp, City F;it(Drney
Y
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Attest:
City Clerk
16.10.3. Requiring that each employee engaged in the performance of the grant be given
a copy of the drug -free workplace statement and that, as a condition of employment
on the grant, the employee agrees to abide by the terms of the statement.
Date:
Date:
Name: I Name:C�q1� kk/ -13ad cL) J
City of Newoort Beach I Orange Co
APPROVED AS TO FORM:
CITY ATTORNETS OFFICE
Date: I t-z%7
By:
Aar n C. I -tarp, City Attorney
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