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:
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APPROVED AS To FORM'
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JE 8 LINGER, --
City Attorney
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