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HomeMy WebLinkAboutDISCOVERY MUSEUM OF ORANGE COUNTY-2010City of Santa AI . I Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) ;CITY OF SANTA ANA are no longer in effect. CLFRK OF COUNCIL Return form to the Clerk of the Council Office (M-30). Call 647-2520 if you have any questions. The agreement with No. was completed on 1; I I and final payment has been made. (List all amendments. Use space below if needed.) Department:C YYIRA lam' Phone/Ext.: Signature:_Q.�It�.� Date: -7)ate 13' Revised 07-22-09 ur~~r- . ! ~I:. ~} ' v ~~ =~"I~~s N-2010-031 CLE. ~t ~, pATI-, ,~~ ~, ;w~ L~~~ RECREATION FACILITY USE AGREEMENT THIS AGREEMENT, made and entered into this ~~~ day of n~~, 2010 by and between DISCOVERY SCIENCE CENTER OF ORANGE COUNTY, a California non-profit public benefit corporation_(hereinafter "User"), 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"). 1. SCOPE OF AGREEMENT User wishes to utilize portion of City's Zoo to provide summer camping programs to children including residents of the City of Santa Ana. City is willing license use of portions of the Zoo for such purposes in conformance with the terms of this Agreement, including Exhibit A to this Agreement. 2. COMPENSATION City will make its facilities available to User in exchange for $25 per student to the City, due and payable the week after each week of camp concludes. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2010, unless terminated earlier in accordance with Section 12, below. The term of this Agreement maybe extended upon a writing executed by the Executive Director of Parks, Recreation and Community Services and the City Attorney. 4. INDEPENDENT CONTRACTOR User 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 User performs the services which are the subject matter of this Agreement; however, the services to be provided by User shall be provided in a manner consistent with all applicable standards and regulations governing such services. User 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, User shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. User shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) 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 User'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. User 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 Insurance. In accordance with the provisions of Section 3300 of the Labor Code, User, if User 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, User agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If User 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. e. The following requirements apply to the insurance to be provided by User pursuant to this section: (i) User 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 User 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. 6. INDEMNIFICATION User agrees to and shall indemnify 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 User or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 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 User 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 User 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. 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 714- 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 714-571-4221 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 User: DISCOVERY SCIENCE CENTER OF ORANGE COUNTY 2500 N Main Street Santa Ana, CA 92705 Attn: Janet Yamaguchi, VP, Education 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. 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and User, 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 User. 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 User 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 User 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 of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 11. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. 4 12. DISCRIMINATION User shall not discriminate because of race, 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. User 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. 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 terms of this Agreement. 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. ATTEST: ~, MARIA D: HIJIZAR~- Clerk ofthe Council APP~AV~D AS TO FORM: CITY OF SANTA ANA 1/~:~._.._. ~~~ DAVID N. REAM City Manager RECOMMENDED FOR APPROVAL: i~~~~` ~ - GERARDO MOUE Executive Director the Parks, Recreation and Community Services [Signatures continue on next page] USER Janet Yam u i VP, Education ~~-- bk~-~38t~ Tax ID # EXHIBIT A SCOPE OF SERVICES The User will provide the City with up to six weeks of summer day camp instruction, "Zoo Camp", at the Santa Ana Zoo at Prentice Park in the numbers, ages and dates set forth below: Max. number of campers 30 campers 30 campers 30 campers 30 campers 15 campers 15 campers Age of campers: 5-6 years old 5-6 years old 7 - 10 years old 7 - 10 years old 7 - 10 years old 5-6 years old Week of: July 12, 2010 July 19, 2010 July 26, 2010 Aug 2, 2010 Aug 9, 2010 Aug 16 2010 User shall have the responsibility to set programming for each camp, in consultation with Zoo staff. Zoo staff and User shall designate in writing any limitations on use of certain portions of the Zoo. ,®'9iV~~~Li'rM ~L.~ {~~~~~A Y ~ ~~ ~~/'1~~~~~~ ~~~~J~A~~~ DATE IMM/DD/1'Y\'V; ~ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Marsh Commercial Business Center ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE a Service of Seabury ~ Smith HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 9830 Colonnade Blvd. #40o ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Sox 659520 Antonio, Tx 78265-9520 INSURERS AFFORDING COVERAGE NAIC# INSURED Di i INSURER A: TRAVELERS PROP CASUALTY INS CO scovery Sc ence Center INSURER B: Pennsylvania Mfgers Assn Ins 2500 North Main Street INSURER C: Santa Ana, CA 92705 INSURER D: INSURER E: CAVFRAf;FS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR DD'L POLICY NUMBER POLICY EFFECTIVE DATE MM V POLICY EXPIRATION DATE MM DD V LIMITS GENERAL LIABILITY EACH OCCURRENCE S A COMMERCIAL GENERAL LIABILITY 6300232L645 12/15/2009 12~15~2010 DAMAGE TO RENTED PREMISES Ea occurence S CLAIMSMADE ~ OCCUR MED EXP IAny one person) S PERSONAL & ADV INJURY S GENERAL AGGREGATE S GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG S PRO POLICY LOC A AU TOMOBILE LIABILITY 810329D533 12~15~2009 1215 2010 COMBINED SINGLE LIMIT S ANY AUTO (Ea accident) 1, 000, 000 ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS IPer person) HIRED AUTOS BODILY INJURY S NON-OWNED AUTOS IPer accident) PROPERTY DAMAGE S IPer accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S ANY AUTO 07HER THAN EA ACC S AUTO ONLY; AGG S A EXCESS/UMBRELLA LIABILITY PSMCUP329D0809TIL 2/15/2009 12/15/2010 EACH OCCURRENCE S OCCUR ^ CLAIMS MADE AGGREGATE _ S S DEDUCTIBLE - RETENTION S i S B WORKERS COMPENSATION AND 1794965200901 4~f' /20 04/01/2010 wC STATU- OTH- ' Y I I EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT 5 1, 000, 000 OFFICER/MEMBER EXCLUDED? If ib d d C``..'E E.L. DISEASE - EA EMPLOYEE S 1, 000, 000 yes, escr e un er SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT S 1 , 0 00 , 000 OTHER :panoi d~ DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY M T / SPE IAL PRO ISIO Certificate holder is recognized as an Additional Insur• Cl~~r~ja~~ability as required by written contract. daruo~r ~E~ / ~ ~~S 3~ ~i~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Santa And, Parks, Recreation and Cotrununity Serv DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~_ DAYS WRITTEN Actency NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL t: Editha Santiano IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Pty BOX 1988 M-23 REPRESENTATIVES. Santa Aria, CA 92701 AUTHORIZED REPRESENTATIVE n I ACORD 25 (2001 /OS) r rv ® ACa D CORPCIRGTICIN ~QRu DS#11859115 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policylies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s-. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementls). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s1, authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001!08) EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company ~rot.~ ~~ ~XS This endorsement modifies such insurance as is afforded by the provisions of Policy # P--i.~e-oz.~L~4~1S•T~C. relating to the following: - vq 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective i ~~ ~ s ~ o R-! a ~ i 4 j i o ,this endorsement form as a part of Policy# f --lv3c~~ a~3z.c..~yS --~-~c - o~ Issued to ~ iscrv e~~ Sc%~ ~,.~e.~. ~,.,.~-J Named Insured Countersigned by J~ ~ Authorized Representative ~~,.`~'-~..~°.- °~ ~~~"` `~ `..~~..{ ~` - City of Santa Ana / City Attony;