Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -1-
1 3
2 5
1 AGREEMENT WITH BAY AREA EDUCATIONAL THEATER COMPANY
FOR RECREATION INSTRUCTOR SERVICES
This Agreement is made and entered into this day _______________ by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and Bay Area Educational Theater Company, a 501(c)(3) ("CONTRACTOR").
R E C I T A L S
A. CITY desires certain instructor services hereinafter described.
B. CITY desires to engage CONTRACTOR to provide these instructor services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
Section 1. Scope of Services. CONTRACTOR shall perform the scope of services as described in Exhibit A to this Agreement, which is attached and incorporated by reference.
Section 2. Duties of Contractor. CONTRACTOR represents that it is qualified to furnish the services described under this Agreement. CONTRACTOR shall be responsible for employing or engaging any persons necessary to perform the services of CONTRACTOR. CONTRACTOR agrees to the following provisions:
a. CONTRACTOR shall cooperate with other City parks and recreation programs and at all times to exercise reasonable and diligent care to protect CITY property. b. CONTRACTOR shall hold its planned class or classes if at least the required minimum number of students have enrolled in the course as set forth in Exhibit A. c. CONTRACTOR shall attend required training programs provided by the CITY’s Parks and Recreation Department and to assist with publicity by giving demonstrations or participating in Department shows, fairs and special events.
d. CONTRACTOR shall not allow any person to participate in the program who is not registered either through the Department, or a partner city in a jointly offered program. e. CONTRACTOR shall be responsible for insuring that all participants in City-sponsored programs are registered, and registration shall be done on a Department standard registration form with the participant's or parent/guardian signature.
f. CONTRACTOR may only use City provided participant information for purposes directly related to the participant’s enrollment or participation in the specific activity in which they are enrolled.
CONTRACTOR shall not use this participant information to contact participant for any other purpose and may not provide this information to any third-party organization or individual unless specifically approved by the CONTRACTOR’S city representative. CONTRACTOR may provide participant, or parent of participant, if participant is a minor; the opportunity within the classroom setting to voluntarily provide their contact information to CONTRACTOR for other purposes.
g. CONTRACTOR shall obtain a business license from the City in accordance with San Mateo Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -2-
1 3
2 5
1 Municipal Code Chapter 5.06
h. CONTRACTOR shall utilize the ePACT Network to securely maintain youth enrollment and emergency information and to manage sign-in and sign-out processes, including authorized pickups.
Section 3. Duties of City. CITY shall assist in providing or arranging for the location, registration, direction and supervision of the instructive services to be provided. CITY will provide Contractor complete class lists prior to the start of each teaching session.
Section 4. Term. The services to be performed under this Agreement shall commence on ___________ and be completed on August 31, 2026.
Section 5. Payment. CITY shall compensate CONTRACTOR an amount not to exceed $200,000 as set forth in Exhibit A to the Agreement, attached and incorporated by reference.
Section 6. Termination. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement for any reason or without cause upon written notice.
Payment will be given for services rendered prior to termination. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice.
Section 7. Interest of Contractor. CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.
Section 8. Contractor’s Status. CONTRACTOR shall at all times be considered an independent contractor under this Agreement as defined in Labor Code Section 3353. CITY will exercise no control over the means by which CONTRACTOR performs the services set forth in Exhibit A. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.
Section 9. Indemnity. CONTRACTOR agrees to hold harmless and indemnify CITY, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of CONTRACTOR’s performance of this Agreement, except those claims arising out of CITY’s sole negligence or willful misconduct. CONTRACTOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The CONTRACTOR’s duty to indemnify shall survive expiration or early termination of this Agreement.
Section 10. Insurance. CONTRACTOR shall provide and maintain a Certificate of Insurance and an Endorsement that satisfies the insurance requirements set forth in Exhibit B.
Section 11. Nonassignability. Both parties hereto recognize that this Agreement is for the services of CONTRACTOR and cannot be transferred or assigned by CONTRACTOR without the prior written consent of CITY.
Section 12. Waivers. The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -3-
1 3
2 5
1 Section 13. Adherence to Laws, Statutes, Ordinances and Regulations. CONTRACTOR agrees to adhere to any and all laws, statutes, ordinances and regulations in the performance of this Agreement, including but not limited to adherence with the Americans with Disabilities Act and any anti-discrimination or harassment laws and regulations. CONTRACTOR agrees to abide and adhere to the City of San Mateo Municipal Code.
Section 14. Fingerprinting. CONTRACTOR, including contractors who do not work with minors, shall comply with the fingerprinting requirements set forth in Education Code Section 10911.5. If CONTRACTOR is an organization and not an individual, CONTRACTOR shall:
a. Confirm, before instruction begins and throughout the term of this contract, that none of its employees or subcontractors have been convicted of any of the offenses specified in Public Resources Code 5164; b. Maintain a “Contract for Subsequent Arrest Notification” with the Department of Justice so that CONTRACTOR will be notified by the DOJ of any employees or subcontractors who become disqualified subsequent to their initial clearance; and
c.Immediately discontinue use of and notify the CONTRACTOR’S city representative if any of CONTRACTOR’s staff that have already worked or are working with minors in programs as part of this Agreement are determined to be in violation of Education Code 10911.5 or have been convicted of any of the offenses specified in Public Resources Code 5164.
Section 15. Mandated Reporter. If CONTRACTOR will work with minors, CONTRACTOR shall comply with the mandated reporting requirements of Penal Code Sections 11164 et seq. If CONTRACTOR works with seniors or dependent adults, CONTRACTOR must comply with Welfare and Institutions Code Sections 15630.
Section 16. National Abuse Registry Checks. No person who is listed on the National Abuse Registry (https://www.nsopw.gov/) may work with minors in any capacity for the City. By entering into this Agreement, CONTRACTOR represents and warrants that they are not listed on the National Abuse Registry Check. If Contractor is an organization and not an individual, CONTRACTOR represents and warrants that none of its employees, subcontractors, agents, or volunteers are listed on the National Abuse Registry.
Section 17. Tuberculosis Testing. If CONTRACTOR will work with minors, CONTRACTOR shall comply with Public Resources Code Section 5163 and shall submit a TB certificate providing proof of a negative test within the previous two years to the Department. Thereafter, CONTRACTOR agrees to file a new TB certificate at least within four years of the prior certification.
Section 18. Satisfaction Guarantee. CONTRACTOR agrees that no payment shall be received if a participant withdraws from a class under the Satisfaction Guarantee policy. In accordance with the Satisfaction Guarantee policy, any participant who is dissatisfied may request a 100% refund and neither the CITY nor the CONTRACTOR will receive revenue/payment.
Section 19. Intellectual Property. CONTRACTOR represents and warrants to CITY that neither CONTRACTOR, in performing services under this Agreement, nor any of the materials to be used by CONTRACTOR in the performance of services will infringe upon or violate the copyright, trademark or proprietary rights of any person whomsoever. CONTRACTOR further represents and warrants to CITY that CONTRACTOR will not use any trade secret or confidential proprietary information owned by any third party in performing services under this Agreement. CONTRACTOR agrees to indemnify, defend and hold CITY harmless from any suit, demand, or claim made again CITY based on violation of copyright, trademark or proprietary _____
Initial
_____
Initial
_____
Initial
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -4-
1 3
2 5
1 infringement, and CONTRACTOR further agrees to pay any judgment or reasonable settlement offer resulting from any such suit, demand, or claim, and to pay any reasonable attorney’s fees incurred by CITY in defending against such suit, demand, or claim. The obligations set forth in this special provision shall survive termination or expiration of this Agreement.
If CONTRACTOR provides services on City property, the CITY agrees to provide a site license from one or more of the music license companies to allow CONTRACTOR to use copyrighted music within the context of providing the services outlined in Exhibit A.
Section 20. Mediation. CITY and CONTRACTOR agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation or refuses to mediate after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action.
Section 21. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: Joanne Magrini
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403
To CONTRACTOR: Bay Area Educational Theater Company
Attn: Scott Urman
1030 Terminal Way
San Carlos, CA 94070
Section 22. Agreement Contains All Understandings; Amendment. This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.
Section 23. Governing Law and Venue. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement the day and year first above written.
[SIGNATURE PAGE FOLLOWS]
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -5-
1 3
2 5
1 CITY OF SAN MATEO CONTRACTOR
Joanne Magrini
Director, Parks & Recreation
Date Scott Urman
President
Bay Area Educational Theater
Company
Date
APPROVED AS TO FORM
Mazarin Vakharia
Assistant City Attorney
Date
Attachments:
Exhibit A: Scope Of Instructional Services And Payment Schedule Exhibit B: Insurance Requirements
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -5-
1 3
2 5
1 Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -6-
1 3
2 5
1 EXHIBIT A
SCOPE OF INSTRUCTIONAL SERVICES
AND PAYMENT SCHEDULE
1. Contractor Information
Contractor Name Bay Area Educational Theater Company
Main Contact Scott Urman
Address 1030 Terminal Way, San Carlos, CA 94070
Phone #1 650.867.4856 Phone #2
Email Address [email protected]
2. Agreement Term
From: To: August 31, 2026
3. Instructional Services -
CONTRACTOR shall provide in-person instructional camp programming, rehearsals, and performances as approved by the City of San Mateo Parks and Recreation Department, including instructional activities, rehearsals, and scheduled performances associated with the program.
Saturday performances are an integral component of the instructional program and are included within the scope of services under this Agreement.
4. Facility Use and Responsibilities
4.1 Facility Secured by City
The City shall secure use of a facility with the San Mateo–Foster City School District for the duration of the program.
The primary facility will be the Bayside Performing Arts Center. If the Bayside Performing Arts Center is unavailable and the School District assigns an alternate facility, facility rental costs will be shared as follows:
The City will cover 30% of the rental cost, up to a maximum of $15,000. Bay Area Educational Theater will be responsible for the remaining 70% of the rental cost.
4.2 Facility Access and Security
CONTRACTOR shall be responsible for the daily securing of the facility, using keys provided to the City by the School District.
CONTRACTOR shall be issued two (2) sets of facility keys (or other quantity as determined by the City) for use during the program term.
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -7-
1 3
2 5
1 CONTRACTOR shall be financially responsible for any fees assessed by the School District for lost, stolen, or unreturned keys while such keys are in the CONTRACTOR’s possession.
4.3 Facility Walkthrough
Prior to the transfer of keys, CONTRACTOR agrees to meet with City staff for a facility walkthrough to review access procedures, facility rules, and expectations.
5. Custodial Services
The City shall provide custodial services for the facility as follows:
Weekday Programming: Approximately 8–9 hours per week of custodial services. Saturday Performances: An additional 3.5 hours of custodial services on scheduled performance days.
Custodial services shall include pre- and post-use cleaning and support necessary for instructional activities and performances.
6. Equipment Provided by City
The City shall provide the following equipment for use during the duration of the program:
Two (2) electronic keyboards
Two (2) keyboard stands
7. Instructional Terms – For the performance of instructional services listed in Section 3, the CITY will compensate the CONTRACTOR as follows:
Select
One Rate Type
x 70 % Of in-person and/or virtual courses held on CITY property less the administrative factor surcharges. Total amount paid to Contractor shall not exceed $200,000 for both sessions. % Of in-person and/or virtual courses held off CITY property less the administrative factor surcharges, $10 per registration.
Other (described):
8. Materials Terms: CONTRACTOR shall purchase, obtain, and provide all class materials at the CONTRACTOR’S expense except as described below:
Select
One Rate per participant Type
x Varies
$ Added to course fee and paid in full to Contractor.
Material rates per participant varies with mutual
agreement between Contractor and City.
$
9. Special Terms
a. COURSE CANCELLATION: If course is cancelled due to low enrollment, neither City Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -8-
1 3
2 5
1 nor Contractor will receive revenue/payment due to patrons being refunded 100%. Refer to Independent Contractor Handbook.
b. CLASS CANCELLATION: Make-up classes will be held at the discretion of the Parks and Recreation Department.
c. CONTRACTORS unless otherwise agreed, agrees to use Zoom for virtual classes and must adhere to the security settings required by the City of San Mateo IT department. d. The parties acknowledge that Saturday performances are part of the instructional program and may occur outside of typical class or camp hours. e. Facility use, custodial services, and equipment associated with Saturday performances are included in this Exhibit A.
f. All services are subject to facility availability and School District requirements.
10. Payment Terms – CONTRACTOR shall be paid upon the following basis:
a. Session 1 ends on July 10, 2026, and session 2 ends on July 31, 2026. Payment of the amount due for each session will be paid to the CONTRACTOR within three (3) weeks of the end of the session.
b. CONTRACTOR understands that fees for registrants signing up for a class after the start date or withdrawing from a class before the end date may result in pro-rated fees. Compensation paid to Contractors shall reflect prorated amounts.
EXHIBIT B
INSURANCE REQUIREMENTS
CONTRACTOR shall provide and maintain a Certificate of Insurance and endorsements that shows the Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -9-
1 3
2 5
1 following coverage:
X Low to Medium-Risk
Activities
$1,000,000 each occurrence and
$2,000,000 Aggregate Limit Minimum
Lectures, Seminars etc.
Music Lessons-Group or Private
Book Club
Adult/Youth Dance and Fitness
Arts and Crafts (not involving heavy machinery or hazardous materials) Learning and Enrichment (Science, cooking, language, etc.) Yoga/Chair Yoga
Other: ________________________
A.Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits no less than $1,000,000 per occurrence ($2,000,000 if required above). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
3.Proof of Automobile Insurance for the vehicle the Contractor will use as required by the State of California. If the Contractor’s vehicle changes, it is the Contractor’s responsibility to update the proof of automobile insurance provided to the City.
4.Sexual Abuse or Molestation (SAM) Liability: If the work will include contact with minors, and the CGL policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Certificate Holder:
City of San Mateo
330 W 20th Ave
San Mateo, CA 94403
B. Insurance Endorsement Requirements:
The CGL policy is to contain, or be endorsed to contain, the following provisions:
1.Additional Insured Endorsement
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -10-
1 3
2 5
1 The City, its elected and appointed officials, employees, and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
The Additional Insured Endorsement should be a separate document from the certificate and should indicate: “The City of San Mateo, its elected and appointed officials, employees, and agents are named as additional insured.”
2.Primary & Non-Contributory Endorsement
For any claims related to this contract, the Contractor’s CGL coverage shall be primary insurance as respects the City, its elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, or agents shall be in excess of the Contractor’s insurance and shall not contribute with it.
3.Waiver of Transfer (Subrogation) Endorsement
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
The Waiver of Transfer (Subrogation) Endorsement should be a separate document from the certificate and should indicate: “The City of San Mateo, its elected and appointed officials, employees, and agents are named as additional insured.” C.Additional Insurance Information
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be cancelled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this Exhibit. All certificates and endorsements are to be received and approved by the City before work commences, at least 30 days before programming begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Failure to provide required insurance documents may result in cancellation or postponement of scheduled programming.
Recreation Contract for Services
Last updated and approved by City Attorney’s Office 3/14/2025 -11-
1 3
2 5
1 The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.