Loading...
18-0904_BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY_Professional Services Agreement CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT WITH THE BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY THIS AGREEMENT is made on the '1-o-A day of . }e�N f 2018, by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and the Boys & Girls Clubs of Capistrano Valley, a Youth Development Agency (a 501(c)(3) corporation)("Contractor") City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. The City wished to engage the Contractor to provide an Afterschool Recreation Program for youth at the Boys & Girls Clubs of Capistrano Valley. B. Contractor is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Contractor to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Contractor shall provide a high quality, comprehensive Afterschool Recreation Program ("Program") for school age children, subject to annual membership fees, that shall include the following: a. Contractor shall provide transportation services to and from the Program for children residing in the San Juan Elementary School/Capistrano Villas neighborhoods. b. The Program will be conducted Monday through Friday, immediately after school for children ages seven (7) through eighteen (18). C. The hours of operations of the Program shall be from 2:OOpm to 6:OOpm during the school year with modifications for holiday and minimum day school schedules. Friday hours shall be extended for teens (ages thirteen (13) to eighteen (18)) until 10:00 p.m. d. The Program activities shall be advertised through media releases. e. A monthly calendar of daily and special events shall be provided to participants. f. Contractor shall obtain and maintain a release of liability/waiver form for each participant in the Program in a form approved of by the City. g. The Program shall participate in City wide events which include San Juan Summer Nites, the 4th of July Celebration and the Tree Lighting Ceremony. h. Contractor to provide and fund transportation, at no cost to the City, to and from local attractions and events for Program participants. i. Contractor shall supply all equipment and supplies need to conduct the Program. All equipment and supplies shall be in good, operable and safe condition. j. Contractor shall keep City property free from damage, and shall notify City of damage in accordance with section 3(d) herein. 2. Compensation. a. The City shall pay Contractor for Program, in an amount not to exceed the sum of $78,058 annually. Contractor shall invoice City on a monthly basis for services rendered ("Monthly Invoice"). b. Contractor shall maintain sufficient accounting records, timecards, and other documentation as deemed necessary in order to adequately document costs for the provisions of services under this Agreement. C. Within 30 days of receipt of the Monthly Report (section 3(b) herein) and Monthly Invoice, City shall pay Contractor. Payments begin in September of each year and the final payment is in June of each year. No payments shall be due in July or August. 3. Reports. a. Accident/Incident Reports. Contractor shall report to the City any accident or incident during Afterschool Recreation Program activities. Official reports must be completed and submitted to the City within twenty- four (24) hours of the occurrence, Monday through Friday, and the following Monday for occurrences on Friday night through Sunday. b. Monthly_ Reports. Contractor shall provide City with Monthly Reports, which shall be due to the City by the fifth working day of each month. Monthly Reports shall include the following: (1) Daily Afterschool Recreation Program attendance records. (2) A monthly financial Pro Forma spreadsheet. (3) A monthly calendar of events and special activities. C. Year-end Report. Contactor shall provide a year-end summary to City by January 15 of each year of this Agreement. The year-end summary shall include, but is not limited to, the following data for the previous year broken down by City: (1) The average daily attendance. (2) The number of registered members. (3) The amount spent per member. (4) The cost of membership per member. d. Facility damage report. Contractor shall report to City any damage to the facility within twenty-four(24) hours of occurrence of damage. 4. Site Visits. The City shall have the right to visit a program site at any time during the term of this Agreement, without prior notice to Contractor. City shall not hinder the normal operation of Contractor's services. 5. Inspection of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Contractor and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 6. Term. a. This agreement shall be in effect for a period of three (3) ten (10) months terms as follows: September 1, 2018 through June 30, 2019, September 1, 2019 through June 30, 2020, and September 1, 2021 through June 30, 2021. The City Manager and the Contractor may agree in writing to two (2) additional ten (10) month extensions (September 1, 2022 to June 30, 2022, and September 1, 2023 to June 30, 2023) b. City reserves the right to terminate all services of Contractor at any time upon sixty (60) days written notice, or immediately upon breach of the Agreement. 7. Facilitv Use. a. Contractor may use City facilities for implementation of Program activities, as agreed upon in writing by the parties. However, City programs have priority use of City facilities. Programs hosted by Contractor in City facilities may be canceled on occasion in the event of conflict with a City program. City will make every effort to provide Contractor with sufficient notice of such cancellation. In case of emergency, advance notice may not be possible. b. As part of this Agreement, the Contractor may use the gymnasium from 2:00 p.m. to 6:00 p.m. each weekday to provide a youth sports program, provided the City is not using the facility for a City program. For each hour, or any part thereof, Contractor shall pay the City $14.00 per hour for use of the gymnasium. C. In accordance with Administrative Policy No. 61, Contractor shall only use the City's gymnasium for basketball, volleyball, indoor soccer, and badminton. Any other proposed uses much receive prior written approval from the Community Services Department 8. Designated Representatives a. City and Contractor shall each designate one (1) person to be the designated representative who shall serve as the primary contact for each Party ("designative representative"). If either party makes a change to the designative representative, that party shall notify the other party of said change within five (5) working days. b. The Contractor or his/her designee will attend staff, community, Commission, or City Council meetings as requested by the City. 9, Independent Contractor. Contractor and its officials, agent and employees shall act and be independent contractors and not agents or employees of City and shall obtain no rights to any benefits which accrue to City's employees. 10. Insurance. Contractor shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (1) The Contractor shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (2) Coverage for Commercial General Liability insurance shall be at least as broad as the following: i. Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. ii. Commercial General Liability Insurance must include coverage for the following: a. Bodily Injury and Property Damage b. Personal Injury/Advertising Injury c. Premises/Operations Liability d. Products/Completed Operations Liability e. Aggregate Limits that Apply per Project f. Explosion, Collapse and Underground (UCX) exclusion deleted g. Contractual Liability with respect to this Contract h. Broad Form Property Damage i. Independent Contractors Coverage iii. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. iv. The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. v. The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (1) At all times during the performance of the work under this Agreement, the Contractor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (2) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (3) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (4) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. C. Workers' Compensation/Employer's Liability (1) Contractor certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (2) To the extent Contractor has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Contractor shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Contractor shall require all subcontractors to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Minimum Policy Limits Required The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $5,000,000 per occurrence for bodily injury and property damage Employer's Liability $1,000,000 per occurrence (1) Defense costs shall be payable in addition to the limits. (2) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. e. Evidence Required. Prior to execution of the Agreement, the Contractor shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of .the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. f. Policy Provisions Required. Contractor shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Contractor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration g. The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Contractor's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. h. The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Contractor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. i. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications 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 and insurance clauses from each of its subcontractors. j. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit the Contractor's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. k. Qualifying Insurers (1) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (2) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. I. Additional Insurance Provisions (1) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (2) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (3) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (4) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. 11. Indemnification. To the fullest extent permitted by law, Contractor shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor, the City, its officials, officers, employees, agents, or volunteers. 12. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Community Services Director To Contractor: James Littlejohn, Executive Director Boys & Girls Clubs of Capistrano Valley 1 Via Positiva San Juan Capistrano, CA 92675 13. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 14. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 15. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Contractor. 16. Equal Opportunity, Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 17. Entire Agreement. This Agreement, with its exhibits, represents the entire understanding of City and Contractor as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. 18. Severability. Theunenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 19. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Contractor shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 20. Non-Waiver. None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 21. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. [SIGNATURES ON FOLLOWING PAGE] SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND THE BOYS& GIRLS CLUBS OF CAPISTRANO VALLEY IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. City of San Juan Capistrano The Boys & Girls Clubs of Capistrano A California municipal corporation Valley. jBy- . 8Y B J MiN ity Manag ATTEST: ey: i RRI APPROVED AS To FORM' B ' JE 8 LINGER, -- City Attorney i .: