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Home My WebLink AboutYOUNG CHAMPIONS 1 -2011�A City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM i COTC Office Use Only Please complete this form when the attached agreement and all CITY amendments (if any) are no longer in effect. CLP *P" 4'. 22-3; J AilyT/} Return form to the Clerk of the Council Office (M-30). ? �r COUNCIL Call 647-6520 if you have any questions. I The agreement with —L v�,aa) /) No. N-2011-017 was completed on , ' ac( and final payment has been made. (List all amendments. Use space below if needed.) Department: 2RC,C-,�Q Phone/Ext.: Signature: A,44 Date: Revised 08-23-10 INSURANCE ON FILE WC required if consultant N- 201'1 -017 WORK MAY PROCEED has employ UNTIL INSURANCE EXPIRES / —// CLERK OF COUNC DAT�EB `Z 'Z �� _ R CREATION PROVIDER AGREEMENT O: PRCS (�) THIS AGREEMENT, made and entered into this 1 �` day of February, 201 1 b and Silvia Cuevas between Youn Cham ions, anon- rofit y g p p public benefit corporation (hereinafter "Instructor "), 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 "). RECITALS A. The City desires to retain a consultant to provide self defense classes in the City's leisure class program. B. Instructor represents that Instructor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Instructor represents that it is knowledgeable in its field and that any services performed by Instructor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting fine in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Instructor shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the City's administration of the program, Instructor agrees to pay the City thirty percent (30 %) of all gross revenue received from program participants. Payment by Provider shall be made within fifteen (15) days following completion of each class. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2011, unless terminated earlier in accordance with Section 1 1, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Parks, Recreation Rc Community Services Agency and the City Attorney. 4_ INDEPENDENT CONTRACTOR Instructor 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 Instructor performs the services which are the subject matter of this Agreement; however, the services to be provided by Instructor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Instructor shall pay all salaries and wages, employers 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, Instructor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Instructor 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 instructor'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. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. in accordance with the provisions of Section 3300 of the Labor Code, Instructor, if Instructor 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, Instructor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Instructor pursuant to this section: (i) Instructor 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. d. If Instructor 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 Instructor's right to be paid for its time and materials expended prior to notification of termination. Instructor 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 Instructor 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 Instructor 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 Instructor 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 Instructor 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 telefacsimile (714) 647 -6956 With courtesy copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M -23) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 571 -4235 To Instructor: Young Champions 1717 S. Grand Ave. Santa Ana, California 92705 Cell 714 -726 -3 162 A party may change its address by giving notice in writing to the other party. Thereafter, 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 Instructor, 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 heretoI 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 Instructor. 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 Instructor 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 Instructor, Instructor 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 serv ices 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, Instructor shall pay City all compensation due prior to receipt of such notice oftermination. 12. DISCRIMINATION Instructor 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. Instructor 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, Californ ia, 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. PROFESSIONAL LICENSES Instructor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Instructor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 15. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms 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 part ies hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: By: Lau �rYieedy Assistant City Attorn ey RECOMMENDED FOR APPROVA GERARDO MOUET Executive Director of the Parks, Recreation 8L Community Services CITY OF SANTA ANA DAVID N. REAM City Manager YouN6 CdIAN P,-- Sr /CHA MPioN Y�ojar►TI S A�lT A A lei A .�1. A BILL MET ER Program Director "GMT EXHIBIT A SCOPE OF SERVICES A. Instructor shall provide self defense and safety awareness classes for children and youth 7-and rap. S- +S� TAAF�ra, P&.— �Q21Age.E 9_/4 B. Classes shall be two- hours, one day per week, conducted in -l- -week sessions. C. Instructor shall work with City staff in setting a schedule for classes, including the location, days and hours when class will be held and holidays to be observed. D. Instructor shall provide materials, supplies, equipment, records and personnel. Instructor shall be responsible for clean -up ofthe facilities and materials and shall ensure the safety and effectiveness of instruction. E. If Instructor allows others to teach her class, those teachers must be over 21, have obtained and maintain an instructor rating, and be covered by Instructors' insurance. CLASS SIZE - REGISTRATION A. The minimum number of registered and paid participants is 15 per class, the maximum is 35. B. In the event the minimum number of enrollees is not realized by the second class, the class may be cancelled by mutual agreement of Instructor and City. In such event, no compensation shall be owed Instructor. FEES A. The class fee is $66.00 per eleven -week session or $7.00 per class, per participant. B. No refunds shall be made to participants unless the class is cancelled as set forth in Section II.B, above. C. City shall register and collect fees from each participant during the period of registration. Instructor shall receive seventy percent (70 %) of the total fees collected each month. City shall retain thirty percent (30 %) of the fees collected as an administrative fee. D. City shall be entitled to audit Instructor's records to ensure compliance with this Agreement. E. City will prepare and deliver a class roster to Instructor. Only registered and paid participants may part icipate in class. 12/07/2H10 17:13 18667241212 PAGE 02/03 `°'�-�"��' CERTIFICATE OF LIABILITY IiYSURANCE °A�`""r'°°^"Y''' 07!76/2010 THIS CEfCCIFIGATE fS ISSV F.D AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON 7FEE CERTIFICATE FIOLDER, THIS CER7IFICATE DOES NOT AFFIRMATIVELY OR NEQATIVELY AMEND, EXfBNO OR ALTER THE COVERAGE AFFORDED HY THE POLICIES BELOW. THIS CERTIFICATE OF IN5VRANCE DOE5 NOT CONSTITUTE A CONTRACT 6EfVVEEN THE ISSUING INSURER(3), AUTHORIZED RHPRHSENTATIVE OR PRODUCER, AND THH CERTIFICATE HOLDER. IMPORTANT; K the oartlflcate holder is an ADDITt AL INSURED, dra poNty(laa) must lea GntlOrsad. If SUBROGATION 19 WArygp, subject t0 the [army and oondklona of the pelley, Celtain polldes may [squire an endorasmenL A StetsmrMt on this Ge/y}Iwta doer not confer rights to the certiTicgta noldsr In lieu of sur3r andets9man a , PRODUCER 1- 800 -955 -6700 WfEh.ar J. O:al'laghnr a Co. Ar Cburr J. 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