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HomeMy WebLinkAboutYMCA OF CENTRAL ORANGE COUNTY-2009 INSURANCE ON FILE VlO!'.\\ MAY PROCFEO _ \frHlL INSUAANCE: EXPIRE.S 0 (~_ 3-l-Ul. CLE.R\\ OF COUNC1k "11'$ OAF J.\\lb). OJ LIJ'Ji ~~ ~1t -~E u () . -k~ A-2009-103 RECREATION SERVICES AGREEMENT THIS AGREEMENT, made and entered into this I day of July, 2009 by and between YMCA of Orange County, a California non-profit public !1;;fit corporationJhereinafter "Provider"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). REClT ALS A. The City is the recipient of a $50,000 grant to conduct aquatics programs for youth in the community from the LA84 Foundation (the "LA84 Grant"). B. The City desires to retain a service provider to carry out the having special skill and knowledge in the field of aquatics programs to implement the LA84 Grant. C. Provider represents that Provider is able and willing to provide such services to the City. NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement, including compliance with the terms of the LA84 Grant, attached hereto as Exhibit C. 2. COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services, the rates and charges identified in Exhibit C. The total sum to be expended under this Agreement shall not exceed $57,000 during the term of this Agreement, subject to the terms of the LA84 Grant. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2010, unless terminated earlier in accordance with Section ]2, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5, INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1 ,000,000 per occurrence. Provider shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insur nce. In accordance with the provisions of Section 3300 of the Labor Code, Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Provider is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 2 e. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnifY the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Provider agrees to and shall indemnity and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Provider further agrees to indemnifY, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFLICT OF INTEREST CLAUSE Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 3 8. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 7]4- 647-6956 With copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 26 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 Fax 714-571-422] and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Provider: YMCA of Orange County 1382] Newport Blvd. Suite 200 Tustin, California 92780 Attn: Jon Voget A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 4 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Provider. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Provider nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 10. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any ofthe services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 11. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive and the City shall pay Provider compensation for all services performed by Provider prior to receipt of such notice of termination. 12. DISCRIMINATION Provider shall not discriminate because ofrace, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 5 14. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the tenus of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA PA TRICIA E. HEALY Clerk of the Council ~~ r DAVID N. REA City Manager APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: GERARDO MO Executive Director fthe Parks. Recreation and Community Services <:::t s::: - \ toL\..t\ 0;::::, Tax ID # 6 EXHIBIT A SCOPE OF SERVICES The Provider shall carry out all of the services called for in the grant agreement between the City of Santa Ana and the LA84 Foundation, attached as Exhibit C to this Agreement. The purpose of this Grant is to provide support for personnel, scholarships and equipment for learn- to-swim lessons, swim team and water polo programs that benefit the youth of the City of Santa Ana. The Provider shall provide support for 150 youth (unduplicated) by managing all aquatics programming at Memorial Pool as well as the City-wide swim team and water polo activities at the City's five swimming pools, including Memorial, EI Salvador, Jerome, Santa Anita, and Salgado. The terms of the LA84 Grant Agreement are incorporated herein and made a part of this Agreement, and shall control in the event of any conflict between this Exhibit and the LA84 Grant. PROGRAM DESCRIPTION The YMCA will continue to offer the seasonal aquatic programs at Memorial Pool and will assume the management/coaching of the city-wide Swim and Water Polo Teams. The YMCA will manage all registration for these program activities and will charge fees as approved by City Council and listed in the Miscellaneous Fee Schedule. The YMCA may add other programs with prior approval by the PRCSA. The YMCA will handle the collection and management of program fees and will retain 100% of the revenue generated by the aquatics programming at Memorial Pool and for the city-wide swim team and water polo team activities. Swim Lessons The YMCA will provide Swim lessons based on the City's standard program of two-week sessions of 40 minute classes, four days per week at Memorial Pool. The program will operate for a total of I 0 weeks, with five separate two-week sessions. A maximum of 6 students per instructor are enrolled with the exception of Parent and Me, which accommodates up to 10 students with the support of parent involvement, which is the YMCA standard. The program will serve a minimum of360 students per two-week session. Swim Team The YMCA will manage the Swim Team Program, which is conducted at each of the city's five swimming pools for ages 5 to 17. Teams will compete in the traditional special events as well as YMCA league competitions throughout Southern California. Participation within the YMCA swim meet program will provide additional opportunities to travel and experience a higher level of competition throughout Southern California. The program will serve a minimum of200 swim team participants. Water Polo The YMCA will train and manage a minimum of two water polo teams, one at Memorial pool and one at Jerome pool for Santa Ana residents, ages 8 to 17. Water Polo practice begins the first week of June in preparation for mini-matches throughout the summer months. This team will be able to expand its opportunities for competition by competing against other YMCAs and 7 . . club teams. This experience will give participants a greater competitive edge get them excited to develop their skills while preparing them for high school competition. A total of30 youths will participate in water polo. PERSONNEL The proposed program will be managed by YMCA Executive Director Jon Voget who has over 30 years experience in Athletic Club Management with the last] 0 years at the YMCA of Orange County. Currently a job search is underway to hire a highly qualified Aquatics Director/Coach for the oversite and development of the Santa Ana programming. This Director will also oversee the new YMCA Aquatic Center currently under development by the YMCA of Orange County in Santa Ana. This center will feature an Olympic-size pool, a recreational lap pool and a specially designed swim lesson/play feature pool for aquatic youth skills develoment and water safety. Currently the Santa Ana City staff that are prepared to open Memorial Pool will be hired by the YMCA and will continue to operate the existing programs for this summer. All staff will add to their resume National YMCA Aquatic trainings. The Memorial Pool Manager Angelica Romeo has worked for the City's aquatics program for approximately 10. Angelica has supervised pool facilities, taught swim lessons, and coached the swim team. She oversees the city's largest pool facility and assists in planning all aquatics programs. Angelica is fully certified in CPRFPR and fITst aid and has credentials as a lifeguard, Water Safety Instructor, and Title 22, which allows her to provide swim instruction. BUDGET PERSONNEL Salaries (Please Note: Lifeguards required for all swim lessons, swim team and water polo team workouts as WSI Instructors are in the water instructing students and are not on deck) Swim Team (3 hrs/day x 4 days/wk x 13 wks) 7 WSI (Instructor) @ $12.69 hr x ] 56 hrs 5 Lifeguards @$10.72hrx 156 hrs $13,857 8,362 Swim Lessons (6 hrs/day x 4 days/wk x 10 wks) 10 WSI (Instructor) @ $12.69 hr x 240 hrs 5 Lifeguards @ $10.72 hr x 240 hrs 30,456 12,864 Water Polo (3 hrs/day x 4 days/wk x 13 wks) 2 WSI (Instructor) @ $12.69 hr x 156 hrs 2 Lifeguard @$IO.72hrx 156 hrs Total Salaries 3,959 3,345 $72,843 Benefits: FICA, Workers Comp, Unemployment Insur. Etc. Total of$72,843 x 12% TOTAL PERSONNEL $7,4]0 $80,253 8 . . , OPERA TING EXPENSES Water Polo equipment needed to raise the quality of service and to provide an opportunity for program participants to engage in competitive activities in a more realistic setting to better prepare for water polo games. Floating Water Polo Goals ($1,495 x 2/Memorial) Shot Clocks ($2,195 per set) Jr. Water Polo Balls ($24.95 ea x 24 - 12ea x I pool) TOTAL OPERATING EXPENSES $2,990 2,195 300 $5,485 YMCA ASSOCIATION SERVICES 13% of expenses of $85,438 11,107 TOTAL COST LA 84 GRANT ANTICIPATED REVENUE CITY GENERAL FUND $96,545 50,000 40,000* 6,545 YMCA to receive $50,000 from LA 84 grant plus an amount not to exceed $7,000 from the City's general fund to operate all aquatic programs at Memorial Pool and the city-wide swim team and water polo team activities. (*Estimated revenue for swim lessons, water polo, and swim team only) 9 7/23/2009 4:29:54 PM Faxserver FaxServer003 Page 6 EXHIBIT B . POlley "UNIDCR 01l.X0032347282 COMMERCIAL GENllRAL LWIl.ITY CG 24 04 W 93 THlS ENDORSEMENT CHANGES THE POLICY. PLEASE IU!:AD IT CAREFULLY. WAVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Thi~ p.nd<)"~1":111~nt Tllodifi~,o: nHllnmr:r. pmvid!'!d nnru-:r ,.hl'! f;,lJowins.= CO~\'L\mRCL\L Gu..,TIRAL UAIHun" COVCR...:\.GE PART SCHEDULE Na.me of Person orOrgatU%i.\tion: City of Santa Ana (If no e.utry appears above, information required to complete dlis endorsement v.iJl be s.hown in die Declarations '.\Ii applicable to this endorsement.) 'l'hcTRANSFEROII RIGHTS OF RECOVERY AGAINS'l' O'I'HgH.S:'I'O US Condition (Sectiol1 IV ~-C()MMr~KCIAI. GENERAL LIABILITY CONDmONS) ie nmended by die addition of the following: We wai.ve llny right ofrcc::ol"cry we nUl)" ltal'e ag-...inst the person or organiution shown in the Schedule above beca\u;c of p:a.yt~lent8 we make foe injury 0[' damage arising out of your ongoing 0 pcraU0l:111 or ttyollr work" done under 1\ co.a.tr:a.ct \l.ith that penon or organization nnu included in the IrprodllCt&.comple~ operations h~il:rd". Thill wniver-applies anI)' to the pertlon ur orgMization. shown.in the Scbedule l\bove. INSURANCE NOT REQUIRED WORK MAY PROCEED """. A~GERoK;C.1L Kr ~~ i> LA84 ~ Foundation A_2009-102 EXil[IBIT C Grant No. 21655 NON-CAPITAL GRANT AGREEMENT THIS GRANT AGREEMENT is made and entered into by and between the LA84 FOUNDATION (the "Foundation") and CITY OF SANTA ANA (the "Grantee"). RECITALS A. The Foundation, a California nonprofit public benefit corporation, is organized for the purpose of aiding and assisting, through contributions and otherwise, amateur sports programs, primarily for youth, in the Southern California area and desires to make a grant to the Grantee in furtherance of that purpose. B. this Agreement. The Grantee is willing to accept such grant on the terms and conditions of TERMS & CONDITIONS In consideration of the facts recited above and the mutual covenants, conditions and representations set forth herein, the parties agree and covenant as follows: 1. Grant. Subject to the provisions of this Agreement, the Foundation hereby agrees to grant the sum of not more than $50,000 (the "Grant") to the Grantee for the purposes set forth on Schedule A attached hereto. The Foundation shall have no obligation, however, to segregate or set aside any funds or assets for the payment of the Grant. The Grantee shall use the Grant solely for the purposes, and for organizing, implementing and conducting the program (the "Program"), set forth on Schedule A attached hereto. Notwithstanding any other provision of this Agreement, the Grant. shall be used only for charitable and educational purposes qualifying under Section 170(c)(2)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), and neither the Grant nor the income therefrom may be used for purposes other than those so described. Subject to the provisions of Paragraphs 3 and 8 herein, the Grant shall be payable as set forth on Schedule 8 attached hereto. The Grantee covenants that it will hold all unexpended amounts of the Grant in interest- bearing bank accounts with the bank or banks set forth on Exhibit B attached hereto. The Grant will commence on date of board approval January 28, 2009 and conclude one year later. 2. Proqram. As an inducement to the Foundation to make the Grant, the Grantee has previously submitted a written proposal (the "Proposal") to the Foundation, which Proposal includes a description of the Program. The Grantee acknowledges that the Grant is expressly made in reliance on the Proposal and a review of financial information and a final budget submitted by the Grantee. Accordingly, the Grantee shall notify the Foundation immediately, in writing, of any material change in the facts set forth in the Proposal or in any other information or document submitted to the Foundation. Without the advance written consent of the Foundation, the Grantee shall not expend any part of the Grant or interest thereon whether for any purpose or item in excess of the amount budgeted for such purpose or item on the final budget for the Program submitted by the Grantee to the Foundation. 3. Conditions to Grant. Except as such conditions may be waived in writing by the Foundation, the Foundation's obligations to make the Grant and, if the Grant is payable in installments, to pay each installment thereof shall be subject to each of the following conditions: (a) All necessary approvals and consents to the payment of the Grant shall, to the satisfaction of the Foundation, have been obtained and not revoked. (b) No legal, administrative or other proceeding shall be pending that questions the legality of the Grant. (c) The conditions set forth on Schedule C attached hereto shall have been fully satisfied. 4. Covenants of Grantee. The Grantee covenants with the Foundation as follows: of the Grant. (a) To repay any portion of the Grant which is not used for the purposes (b) To submit to the Foundation full and complete at least periodic reports, not less frequently than annual, on the manner in which the Grant is spent and the progress made in accomplishing the purposes of the Grant. (c) To maintain records of receipts and expenditures and to make its books and records relating to the Grant available to the Foundation at reasonable times. (d) Not to use any of the Grant (i) to carry on propaganda, or otherwise to attempt, to influence legislation (within the meaning of Section 4945(d)(1) of the Code), (ii) to influence the outcome of any specific public election, or to carry on, directly or indirectly, any voter registration drive (within the meaning of Section 4945(d)(2) of the Code), (iii) to make any grant which does not comply with the requirements of Section 4945(d)(3) or (4) of the Code or (iv) to undertake any activity for any purpose other than one specified in Section 170(c)(2)(B) ofthe Code. (e) In the performance of this Agreement, the expenditure of the Grant and the organization, implementation and conduct of the Program (i) to comply with all applicable laws, regulations and union agreements to which it is bound and (ii) not to discriminate on the basis of race, color, national origin, age, sex, sexual orientation, marital status, creed, religion, citizenship, ancestry or political affiliation. 2 (f) Without the prior written approval of the Foundation, and except for salaries specifically identified in the Proposal, not to transfer or pay, whether or not for value, any portion of the Grant to (i) any person or entity who directly or indirectly controls, is controlled by or is under common control with the Grantee, (ii) any person or entity who is an officer, employee, partner or trustee of, or serves in a similar capacity with respect to, the Grantee or (iii) any person or entity of which the Grantee or any of its officers, employees, partners or trustees is the beneficial owner of 5% or more of the equity interests therein. 5. Foundation that: Representations of Grantee. The Grantee represents and warrants to the (a) The Grantee, a charter city and municipal corporation, is located at 20 Civic Center Plaza(M-84), P.O. Box 1988, Santa Ana, CA 92702 duly formed, validly existing and in good standing under the laws of the State of California, and has the legal power and authority to conduct its business, to own its properties and to execute and deliver, and to perform its obligations under, this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Grantee, and constitutes a legal, valid and binding obligation of the Grantee for the benefit of the Foundation. (c) All proceedings legally required to be taken by the Grantee in connection with the authorization of this Agreement and of the transactions related thereto, and all approvals, authorizations, consents and other orders of public boards or bodies as may be legally required to be obtained by the Grantee prior to the date hereof with respect to all or any of such matters, have been taken or obtained. (d) The execution and delivery of this Agreement by the Grantee, and the performance by the Grantee of its obligations hereunder, do not (i) violate any provisions of the Articles of Incorporation, Bylaws or other governing instrument of the Grantee, (ii) violate any law, rule or regulation having applicability to the Grantee or any order, writ, judgment, decree, determination or award to which the Grantee is a party or (iii) result in the breach of or constitute a default under any agreement, lease or instrument to which the Grantee is a party or by which the Grantee is bound. (e) No audit, investigation, proceeding or other inquiry is pending by the Internal Revenue Service, the Franchise Tax Board or the Attorney General of any state with respect to the Grantee or any affiliated organization, and no legal, administrative or other proceeding is pending that questions the legality of the Grant, except as is disclosed on Schedule C attached hereto. 6. Publicitv. All promotional and advertising materials, including announcements, brochures, publications, films, videotapes, exhibitions and visual materials, produced or authorized by the Grantee relating to the Program shall, to the extent directed by the Foundation, give credit to the Foundation at least as prominent as that given any other person, organization or entity which makes a grant or contribution of funds to the Grantee. The Foundation shall have the right, but not the obligatiori, to review in advance and approve the contents of all press announcements issued by the Grantee, the planning of all press events, and the contents of all promotional and advertising materials relating to the Grant and the Program. The Foundation may, in its discretion, also publish and distribute promotional 3 materials relating to the Program and the Grant. The Grantee shall have no right to use any symbol, logo, trade name or trademark of the Foundation without the Foundation's advance written consent. 7. Reports and Records, The Grantee agrees to submit such reports, in addition to the reports required under Paragraph 4(b) hereof, as may b.e requested by the Foundation, in such form as the Foundation may prescribe at reasonable intervals, reiating to the Grantee's performance of or ability to fulfill its obligations under this Agreement. Notwithstanding the foregoing, the Grantee shall timely submit such reports as are described on Schedule 0 attached hereto. The Grantee shall maintain complete, accurate and current records of all income and expenses relating to the Program and the Grant. During the term of this Agreement and at any time within five (5) years thereafter, the Grantee shall make such records available upon request to the Foundation for review, copying and audit. In addition, the Grantee agrees to cooperate fully with the Foundation, and to allow the Foundation and any person designated by it full and complete access to the facilities, activities and operations of the Grantee, for the purpose of auditing, monitoring and evaluating the Program, the Grant and the compliance of the Grantee with the terms and conditions of this Agreement. 8. Termination. The Foundation shall have the right to terminate this Agreement and the Grant at its sole and absolute discretion, with or without cause. Upon termination of this Agreement by the Foundation, the Foundation shall be relieved from making any further payments to the Grantee in regard to the Grant. In the event the termination is pursuant to a determination by the Foundation that the Grantee (a) has misrepresented any material fact or supplied false or misleading material information to the Foundation in the Proposal or otherwise in regard to this Agreement or the Grant, (b) has diverted any payments made under this Agreement to a purpose other than that permitted hereunder, (c) has failed to maintain or provide any material records or reports required to be maintained or provided hereunder or (d) has terminated, abandoned, cancelled or substantially altered, or is likely to terminate, abandon, cancel or substantially alter, the Program, the Foundation may require the Grantee to refund any or all payments of the Grant heretofore made. The foregoing remedies of the Foundation are in addition to any other remedies provided by law, and all such remedies shall be cumulative and not exclusive. 9. No Liabilitv. The Grantee shall indemnify, defend and hold the Foundation harmless from and against any and all liability to any third party for or from loss, damage or injury to persons or property in any manner arising out of or incident to the performance of this Agreement or the planning, arranging, implementing, sponsoring or conducting of the Program or any other program or activity by the Grantee. IN NO CASE SHALL THE FOUNDATION BE LIABLE TO THE GRANTEE OR ANY THIRD PARTY FOR CONSEQUENTIAL DAMAGES. The Foundation shall have no liability for any debts, liabilities, deficits or cost overruns of the Grantee. It is expressly understood by the parties that no director, member, officer, employee or other representative of the Foundation shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with this Agreement or any subsequent agreement between the parties regarding the subject matter hereof. The parties agree that the liability of the Foundation hereunder shall be limited to the payment of the Grant pursuant to the terms and conditions of this Agreement. Any contracts entered into or other obligations or liabilities incurred by the Grantee in connection with the Program or otherwise relating to this Agreement shall be the sole responsibility of the Grantee, and the Foundation shall have no obligation or liability whatsoever thereunder or with respect thereto. The Grantee covenants that all contracts to which it shall become a party in regard to the Program and/or the Grant shall include the following clause: 4 "It is expressly agreed and understood that neither the LA84 Foundation (the "Foundation") nor any director, member, officer, employee or other representative of the Foundation shall incur any financial responsibility or liability of any kind or nature whatsoever in connection with this Agreement, and that the foregoing provisions concerning financial responsibility or liability shall be expressly included in and made a part of any and all agreements between the parties subsequent to this Agreement." 10. Insurance. The Grantee represents and warrants that (a) it IS, and will continue to be, adequately insured against all risks, including such risks as would be covered by fire and property damage, worker's compensation, automobile and comprehensive general liability insurance, with respect to the conduct of the Program and all other programs and activities of the Grantee and (b) the premises and facilities of third parties where the Grantee conducts and will conduct its programs and activities also are and will be so adequatelyinsured, except as expressly set forth on Schedule C attached hereto. Upon demand of the Foundation, the Grantee shall furnish the Foundation the policy or policies of insurance or a certificate of insurance or either written evidence satisfactory to the Foundation, evidencing the insurance carried by or otherwise benefiting the Grantee. The Grantee covenants that it will cause the Foundation to be added as an additional insured on all policies of insurance carried by the Grantee. 11. Other Provisions. This Agreement and the Proposal together constitute the entire agreement of the parties with respect to the subject matter hereof, and the provisions hereof and thereof have superseded any and all prior and contemporaneous agreements or understandings relating to the matters specifically addressed herein or therein. Failure or inability of either party to enforce any right hereunder shall not waive any right with respect to any other or future rights or occurrences, nor shall waiver of any condition or right in any instance be deemed a waiver of any condition or right in any other instance. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled. This Agreement and the Grantee's rights, duties and obligations hereunder may not be assigned by the Grantee without the prior written consent of the Foundation. Any attempt at assignment shall be void and a material breach of this Agreement by the Grantee. This Agreement has been negotiated, executed and delivered and will be performed in the State of California and shall be governed by and construed in accordance with its laws. The Schedules attached hereto are incorporated herein by reference and made a part of this Agreement as if fully set forth herein. 12. Amendments and Modifications. This Agreement may be amended or modified only by a written instrument executed by the Foundation and by the Grantee. Notwithstanding the foregoing, modifications to the scope of the Program, alterations in the funding schedule, revisions to the Proposal and other changes to the terms and conditions of this Agreement set forth on the Schedules attached hereto may be effectuated by the substitution of replacement Schedule(s), provided that such replacement Schedule(s) are executed by both the Foundation and the Qrantee. 5 13. Termination of Grant. The Grantee covenants to execute and deliver to the Foundation a termination letter in the form attached hereto as Exhibit "1" upon completion of the program. IN WITNESS WHEREOF, the parties have executed this Grant Agreement on . ~ -~ - , 2009. GRANTEE: FOUNDATION: CITY OF SANTA ANA LA84 FOUNDATION BY: {2/I;a. ../ ByrZ..{f t~ ~ Ie). David N. Ream City Manager Arlit3 b.. ~'iFrli''1t~ rlo;:l;J~I,t Patricia E. Healy Clerk of the Council Attest: BY:~ ~ ~ BY: Joseph W. Fletcher City Attorney 6 SCHEDULE A DESCRIPTION OF PROGRAM AND PURPOSES: The purpose of this Grant to City of Santa Ana is to provide support for personnel, scholarships and equipment for learn-to-swim lessons, swim team and water pOlo programs that benefit the youth of the City of Santa Ana. The grant will provide support for 150 youth (unduplicated). The program description and budget are attached hereto and incorporated herein by this reference. A-1 SCHEDULE B The funding schedule set forth below constitutes an estimate of the Grantee's need for funds based upon the Proposal. The amounts and timing of the payment of installments of the Grant as set forth in such funding schedule are subject to change, in the discretion of the Foundation, in the following circumstances: 1. Reports required by Paragraph 7 of the Grant Agreement and/or by Schedule D attached thereto are not submitted in a timely manner or with all required information. 2. The Program is modified, enhanced, reduced or otherwise altered in any substantive manner without the prior written approval of the Foundation. 3. The Foundation determines that cost savings may be achieved through utilization of other resources or the Foundation's purchase requisition procedures for equipment and other items required by the Program. 4. The Grant is terminated pursuant to Paragraph 8 of the Grant Agreement. FUNDING SCHEDULE: Amount Date * * * Amount requested by submission of Progress Reports to be reviewed and approved by Foundation prior to payment authorizations. The total grant funds released based on Grantee submitted Progress Reports may be less than the approved grant, but in no case will the total payment exceed $50,000. BANKes) IN WHICH GRANT FUNDS ARE TO BE HELD: ACCOUNT #: (insert information here) BANK NAME AND ADDRESS: (insert information here) MAIL CHECK TO: City of Santa Ana clo Jenny Rios, Recreation Superintendent 20 Civic Center Plaza M-84 P.O. Box 1988 Santa Ana, CA 92702 B-1 SCHEDULE C ADDITIONAL CONDITIONS PRECEDENT TO GRANT: The Foundation shall be named as an additional insured on the Grantee's policy and provide Foundation with a certificate of insurance. PENDiNG LITIGATION AND OTHER PROCEEDINGS: Grantee warrants that there is no pending litigation or other proceedings. UNINSURED RISKS: Grantee further represents and warrants that there are no uninsured risks the occurrence of which would have a material adverse affect on the program. C-1 SCHEDULE D REPORTS TO BE FURNISHED: I. PROGRESS REPORTS' A. Interim Progress Reports due: July 15, 2009 II. FINAL REPORT" A. Final Report due: October 16, 2009 . Progress Reports must include, at a minimUm, a written narrative addressing the progress of all phases of program development and a detailed accounting of expenditures to date and any available statistics or evaluative data on the program. Progress Report forms will be supplied. .. Final Report must be a complete review and report of the program including all statistical data, evaluation results expenditures. Final Report forms will be supplied. D-1 SCHEDULE E OTHER TERMS AND CONDITIONS: The LA84 Foundation shall have the right to approve all publicity in advance of publication and Grantee shall submit to the Foundation any proposed materials for approval prior to their release. All temporary or permanent signage shall be recommended and approved by Foundation. Foundation and Grantee shall mutually agree on proper name recognition for Foundation on equipment purchased with grant funds. Grantee shall participate in the Foundation's Coaching Program by making arrangements with the Foundation for the Grantee's coaches to attend a coaching workshop. Arrangements by Grantee shall be coordinated with Foundation prior to the beginning of each sport season and is a requirement prior to the release of second payment. E-1 SAMPLE Grantee Name Address EXHIBIT "1" Termination Letter -- Non-Capital Grant Agreement Re: Grant # Dear Sir or Madam: This letter has reference to that certain Grant Agreement [the "Grant Agreement"] and any modifications or alterations thereto dated (insert date) between the LA84 Foundation (the "Foundation") and the Organization Name (the "Grantee"). Capitalized terms used herein without further definition have the meanings specified in the Grant Agreement. In consideration of the payment by the Foundation of the final installment of the Grant under the Grant Agreement: 1. The Grantee hereby reaffirms ail of its executory obligations and duties under the Grant Agreement, including, but not limited to, its obligation to indemnify, defend and hold the Foundation harmless from liabilities and losses pursuant to Paragraph 9 of the Grant Agreement, without setoff or other defense. 2. The Grantee represents and warrants that, in the performance of the Grant Agreement and in the planning, arrangement, Implementation, sponsoring and conduct of the program, no losses, injuries or damages were sustained by or to any person or property that have not been reported in writing to the Foundation. 3. The Grantee represents and warrants (a) that no audit, investigation, proceeding or other inquiry is pending by the intemal Revenue Service, the Franchise Tax Board, the Attorney General of any state orany other governmental agency with respect to the Grantee or any affiliated organization and (b) that no legal, administrative or other proceeding is pending that concerns the Grant or the Program. 4. The Grantee acknowledges and confirms (a) that, upon payment of the final installment of the Grant, the Foundation has no further duty or obligation to the Grantee and (b) that no officer, director, employee or other representative of the Foundation had made any statement, representation or warranty that the Grant wiil be renewed or extended. 5. The Grantee represents and warrants that ail promotional and advertising materials produced or authorized by the Grantee relating to the Program have given appropriate credit to the Foundation as required by the Grant Agreement. The Grantee confirms that ail future promotional and advertising material produced or authorized by the Grantee relating to the Program will give appropriate credit to the Foundation as required by the Grant Agreement. 6. The Grantee represents and warrants that ail contracts to which it has become a party in regard to the Program and/or the Grant are listed on Annex A attached hereto and include the language required by Paragraph 9 of the Grant Agreement. 7. The Grantee represents and warrants that the Grant has been expended solely for the purposes set forth in the Grant Agreement. 8. The Grantee agrees to repay any portion of the Grant which is not used for the purposes set forth in the Grant Agreement. The Foundation shail be entitled to rely on the foregoing representations, warranties, confirmations, acknowledgments and agreements in disbursing the final installment of the Grant. Sincerely yours, Organization Name EXECUTED BY: DATE TITLE: 7/23/20~9 4:28:40 PM Faxserver FaxServer003 Page 3 ..Acoj:iii:.....~!~$IIIJ~III!I~I.IJ.IIII.lilli~.iF.......... DATE(MM/OO!YYYY) ".'.,:;-",.: 07/23/2009 ...'.........w.'w...-.,-...,...-. Pl/,ODUCER THIS CERnFlCA TE IS ISSUED AS A MATTER OF INFORMATION ONLY Aon Risk Insu ranee services west, Inc, fka Aon Risk servi ces, Inc. of S CA AND CONFERS NO RIGHTS UPON THE CERTIPICA TE HOLDER. THIS 1901 Main St reet CERTIPICA TE DOES NOT AMEND, EXTEND OR ALTER THE Suite 300 COVERAGE AFFORDED BY THE POLICIES BELOW. Irvine CA 92614 USA ,"0NE'(94~) li08-6300 FAX. C~4~) 608-6451 INSURERS AFFORDING COVERAGE NAIC# INSURED lNSUPJlJtA: United States Fi re Insurance co, 211B .. - YMCA of orange county Granite State Insurance Company 2~809 " 13821 Newport Avenue,su;te 200 lNSUF.ERB: ~ Tustin CA 92780 USA New Hampshire Ins Co 23841 0 lNSURl!.kC: . '0 ~ INSUlU!Jl..D: - . '0 lN9UlllUll:: .. I'~PO~CIES OF lNSURANCEUSlED BELOW HAVE BEEN ISSUED TO TIlBINSURED NAMED ABOVE FOR TIlBPOUCY PERIOD INDICATED. NOTWITHSTAI"D1NG := ANYREQUlR1MENT, TERM ORCONDmON OF ANY CONrnAcr OR OTHER DOCUMENt WmI RESl'ECTTO WHICHnns CERTIFICATE MAY BBISSUED OR MAY PERTAIN, TIm rnSURANCE AFFORDED BY THE POUCIES DESCRIBED HHRB!N IS SUBJECT TO AlL TIlE TERMS, ExCWSrONS AND CONDITIONS OF SUCH poucrns AGGREGATBLDMrS SHOWN MAY HAVE BEBN R.BDUCBD BY PAID ct..A1Ms. LIMITS SHOWN ARE AS REQUESTED ~ POlJCV~D. POLl'" J'OUC'!t' EXPIR.A110N' LTR TYPE OF INSURANCE DA'n(MM\IlDlY'Y) DATJ:.(MM'.DDlY\') LIMIT> C LlAIIlLl'lY 01LXOO32347282 03/01/09 03/01/10 EACH OCCUJt.RENCE $1,000,000 X OOMME.RC3AL OI!NERAL UABIllTV DAMAOE TOJl.ENI'ED 5100,000 I- [l:] PJlP.MJSES (b.oeam.nec) CL'JMS "^"" OCCUF. CllICllCl"IQIl -'-"'" ?- m I- PERSONAl.&I\DVlNmJty 51,000,000 m ~ ro '- GENEJV.L AaaRlWATE 12,000,000 ro ~ Ol!N'LACJ(]]l,EOATE IJMIT Al'PlJES PER: ~ [!I POUCY PRODUCTs. COMJ'IOJ' Aao $1,000,000 2; 0 ~DLOC 0 "- ~ 0200055453492 03/01109 03/01/10 " . AUTOMOBlLE LlABWTY COMB1NJ!.D SINOU UMlT 0 r:: !.NY AUro (I!a.loeldUll') $1.000,000 Z ~ AU O\VNED Amos BODlL Y INJURY " I- (PcrprnOll) '" SCHBDUlJ!.DAuros L7 TO 1: I- HiRED Amos aRM BODIl YJN1Ulty U I- NON OWNED AUTOS A~~"i, (l'uaeeldellt) I- P!l.OJ'EItT'Y DAMAQE I- (f'enoeidcnl) .JllL ,]I' GARAGE UABJLlTI' ~~ ~ORNE Iv A'l.'TOONLY.EAACClIlE!'."l' 18 ~WAvtO otHmt "THAN EA~cC AurO ONLY : AOO v.::CD91'OMD.ELLA LIABILIlY EACH OCCOMENCE DOCClJJ>. 0 ClAlMS MADE AOaJI.EGAT.I!. 8~EOUCITBU RP:WmON A WORKERSC~AnONAND "'/V,/v, X ("e lIT',,:" I I;;:" EMPLOYERS' LJABll.rrv EJ..llAC'l AcaDENT 51,000,0001:;;; A'NV PROP.R.lETO:R/I"AlU'NERI EXECUTl\IF. P.L DJSEASE-EAEMPLOVEE n,ooo,ooo~ OFFJCl!MdEMIIER EXCLUDED? lfyn, dc)Cfbe under SPEC1.AL I"ROVlSIONS E.L. DJSEASlW'OUCY LIMIT n,ooo,OOO below ~ ~ cmml ~ ~ -----------.- ~ RE: Branch: AO, Contract Date: 7-21~2009 to 3-1-2010, A~tiVit~: Contrac~ ~ana~er for santa Ana Pool. C~ty of _; Santa Ana, its officers, employees, a ents and representat1ves s all be Addlt10na Insure~ to the General. . liability policy in accordance with a~l the tenns, conditions, and ',imitations of the POllCY a.nd then only 'tilth .- ,- ':..:' '.::.; ,: '. .~. ." -' ::;:~:::;~~:::::::::~;::~:::Y:r:~::@;:mit:;~%#~~*~~'\$;M::~t;;W~:~~Hj* ':: : . ':.. ;:. .-,C.: . -., - ; city of Santa Ana SllOULD ANYOI'TImABOVllDl!SCJUa""l'OUc",,.a"""CEW.llDB1lFo,", TIlF.BX>lRAnON i 20 Clinic Center Plaza ~~~~riM~~~~.f:~~~~RJz.m~iOTHEI.EPT,_ Santa Ana CA 92701 USA Bur PAJl.URE TO DO so SHAU..IMPOSENOOWGATtONOJl.UABlLlTY :!!: OF ANY KIND UPON 'l"HE INSllRBR.l"!'S AOE.."fl'S OR RPl'R.ESEN'l' A'!TVES. r;..s: AU'mOJJZEDUl'RESIlNTA1!VE ~~J__~..... ~..Y.:. ~ ,. ',', . '..; ., , 7/23/2009 4:29:00 PM Faxserver FaxServer003 Page 4 Attachment to ACORD Certificate for YMCA of '''nge Co"ty The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional descriptiQn <;:if the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions., GOverages or exclusions contained in the policy. IN,,,,,,,, YMCA of Orange county 13821 Newoort Avenue,Suite 200 Tustin CA 92780 USA INSURER INSURER INSURER INSURER INSURER ADDITIONAL POLICIES Ifa policy below does not Include limit mfonnatlon, refer to the correspondmg policy on the ACORD certificate fom for policy limits. ADD'L POUCYN'llloDmt POLl<"> YQLJCY INSR. IN"'" TIn OF JNSlj'Jl:A.NCE l'OLlCYDXScRIPnON ....cnVE DCPIKATION LlMrrS LTIt DATE DATE DESClUl'TION OF OP.ERAl'lONSJl.Oc::.o.TlONSIVE.HICl.ESlBXCLUSJONS ADD!.DBY ENJ:XmSEMl!.NT/SPBC1AL PROVISJONS respect to liability caused by the negligen~ acts or omissions of the Named Insured and then only with respect to 7-21-2009 to 3~1-2010. Certificate No : 570035588433 7/23/2009 4:29:00 PM Faxserver FaxServer003 Page 5 AUACHED TO AND FORMING A PART OF ENDORSEMENT NO.. INSURED ! AGENCY ANDi CODE I 01LX0032347282 YMCA Orange County The Redwoods Group THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ORGANIZATION ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE: city of Sant. An. A. SECTION II . WHO IS AN INSURED Is atn.nded to include as an insured 8flY person or o'ian1zaUon desrgnated in the schedule whom you are required to add as an additional insured to this policy'under a written contract, agreement or permit 1. Currently in effect or which wlll become effective during the term of the policy; alld 2. Executed pdor'to the ~occurrence" which results In -bodIly inj\.lry' or 'propilrty d-amage' under Coverage- A, or the offtmse which results in'personat add advertising injury' undeor Coverage S. B. The insurance provided to this additional Insured E's limited IS follows: 1. That person or organization is an additional insL8'ed only with respect to liability arlsl"g out of: a. Premises you own, rent, tease or occupy; or b_ Your ongoing operations performed for that additional insured as specified In the written contract, agreement or p.nnre. This insurance does not apply to 'bodily injury' or 'property damage- arising out of 'your work' Included In the ~product:s completed operations hazard unress.you are required fa provide such coverage by written contract, agreemetlt or permit and then only tor the period oftims required by the contract and In no event beyond t~e expiration dat. of the policy. 2, The limits of insurance appllcable to the .addltionaf Insured are those specified in the contract, agreement, permit or In the Declarations oftl1ls pOlicy, which.var are 16u. These limits 01 insuranc. art inclusill' of Ind not in addi1ion to the Limits of Insurance shown in the Declarations, 3. The Insurance pro\lided to th& additionat Ineurad does not Ippry fa -bOdily injury\ 'property darTYtge', or 'personal and advertising injury" arising out of the sole negligence aftl1& addltionllllnsurecl. 4. The, insurance provided to the additional insured does not apply to nbodlly injury', 'property damage", or "personal and adwrfisln9 rnjury- arIsing out of an architec:f's, engineer's or surveyor's rendering orfailure to render any professiClnal services ineluding: a. The prepiildng, approving or failing to prepare or .approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and speo cations; and b. Supervisory, inspection, architectural or engineering actiVities. C. Coverage provided by this endorstment will apply on a primary and non.contributory basis. if a written contract, agreement' or permit specifically requires that this insurance be primary and noncontributory. Otherwise, coverage provided by t~is endor.ement will be excel8 over any other valid and conectibl. insurance avahble fo the addltlonallnsured whel~er primary, exc"" contingent or Dn any other basis. Wh.n Ihis insuranc. Is oxcess w. will have no duly under COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY or COV.RAGE B. PERSONAL AND ADVERTISING INJURY UABllITY to d.fend the addlJion.i Insured .gainsl .ny 'suit'- if any other insurer has a duty to defend the addltlonallnsured against that "suit,- if no other Insurer defends, we may undertake to do so, but we will be enHled fo the additional Insured's daft against all thos. other insurers. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED AUTHORIZED REPRESENTATIVE DATE 7/23/2009 4:29:54 PM Faxserver FaxServer003 Page 6 EXHIBIT B . POLICY XUNIDER 01LXOO32347282 COMMERCIAL GENERAL LIMI!.ITY CG 24 04 ltJ 93 TH1S ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREll'ULLY, WAVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US TI,j!t p.l1rl'''T"~..:menrm(ldjt~.'l ;n~IlI":I1l"r: pH1\.jrle.rlllll~' thl'! fi)11,nvins: CO~11n:RCL"..L Gli)':ERAL LL'\BILIT'~{ COVER...iGE PART SCHEDULE Na.me of Person or Ol'gatLi2:.\tion: City of SiIlInta Ana (If no entry appears above, information required to complete tbis endoneme:rll v,.iJJ be sbo-wn in die Declarations;lfl appiicable to this endorsement.) "1\c 'I'RAN1,WEIt ()Jo' RH,H'J'S OF RECOVERY .\GA rNS'r ()'I'HI<:H,S "'0 US Condition (Scc[ion IV _ COMMHItCIAI. GENERAL LIABILm' CONDmONS) is .\fD.ended h)' the addition of tbe foUowing< We Wal\-"e any right of recovery \\'11: may have ag-..riost the persoll o:r orgoulizatioll sbown in tbe 8ehedu1e above b~nl.t&e of p'oI.yments we make fo& inju.y 01." dam::tge ari!!ling OUt of your ongoing openuioDlI oe "'your 't\.otk" done und~r a c.::onnc.::t with that penon or organizatioD lWU included iD the ItprOdIlCUl-CQmple~ Qp\\'ratio:QY bnzl\td", Thilt wl'liverappJies onl). to the person ur organizatio.n sbown in the ScbednJt: above.