HomeMy WebLinkAboutCLIMB IT (3)-2017City of Santa A 7
Clerk of the Council
AGREEMENT TERMINATION FORM
COTC Office Use
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Please complete this form in its entirety when the attached agreement and al
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amendments (if any) are no longer in effect. Cl T
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Note: If your agreement is grant related, please ensure that all grant retention requirements CL F Up- r'i NH 0 t- AN.4
have been satisfied prior to signing the termination form. C0(/j(C/`
Is the agreement(s) a permanent record? Yes No
Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
Na N-2017-037 was completed on YL;c n and final payment has been made.
(List all amendments. Use space below if needed.) (�
Department: PPC5A
Phone/Ext.: tqR
Signature:
Date:
Revised: 10-18-16
C NA1PLETE LE N-2017-037
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N CD DATA: �$ `8 2011. AMUSEMENT DEVICE PROVIDER AGREEMENT
a 2 THIS AGREEMENT is made and entered into this 27"' day of March, 2017, by and
p between Climb It ("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 ("City").
RECITALS
A. The City desires to retain a provider to supply one mobile Rockwall for the Dia de los Nihos
event that the City is hosting on April 22, 2017 ("Event").
B. Provider represents that Provider is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Provider represents that it is
knowledgeable in its held and that any services performed by Provider under this Agreement
will be performed in compliance with such standards as may reasonably be expected.
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
Provider shall furnish one (1) mobile Rockwall and one (1) attendant as more fully
described in Exhibit A attached hereto and incorporated by reference. City grants Provider the
right to enter its property for the purpose of delivery, set-up, and pick-up. The Rockwall shall be
sat up and ready for operation by start of Event at a location to be specified by City and shall be
disassembled and removed immediately at the conclusion of the Event.
2. COMPENSATION
a. City agrees to pay, and Provider agrees to accept as total payment for its services the
amount of Sic Hundred. and Twenty Five Dollars ($625.00). The cost is identified in Exhibit A,
attached hereto and incorporated by reference.
b. Payment by City shall be made within thirty (30) days following receipt of a proper
invoice evidencing work performed, subject to the City's 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 the City.
3. TERM
This term of this Agreement shall commence on the above -referenced date and end on
April 30, 2017, unless terminated earlier in accordance with Section 11 below.
Page 1 of 7
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 manner in which Provider performs the
services which axe 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,
unernploytnent insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes. Provider is not an agent, representative or employee of City and
Provider shall have no authority to act on behalf of the City.
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 which 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 and $2,000,000 in the aggregate, including coverage of sexual misconduct. Such
insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives
as additional insured(s); (b) be, primary and not contributory with respect to insurance or self-
insurance programs maintained by the City; (c) contain standard separation of insured provisions;
and (d) contain a waiver of subrogation.
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 California
state law, 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 AgreenmQat, Provider agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. 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. Certificates
Page 2 of 7
of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City.
(ii) 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.
e. 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 affect 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 defend, indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability for personal
injury, damages, just compensation, restitution., judicial or equitable relief arising out of claims
for personal injury, including death, and claims for property damage, which may arise from the
negligent acts or 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 1 of 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 asserting; personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arising by reason of the
terms of, or effects arising from this Agreement. City may make all reasonable decisions witli
respect to its representation in any legal proceeding.
7. CONFLICT OF INTEREST
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.
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 fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Page 3 of 7
Santa Ana, CA 92702-1988
Facsimile (714) 647-6956
With 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
Facsimile (714) 571-4211
To Provider: Climb -It
Mobile Rock Climbing
2565 Royal Crest Drive
Escondido, CA 92025
Telephone (760) 519-7951
Email l(atielealivasCa)gmail.com
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 fax, communication shall be effective or deemed to have
been givers 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
Provider regarding the subject matter herein, 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 or -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 is not embodied herein.
I.O. ASSIGNMENT
The experience, knowledge, capability and reputation of Provider were a substantial
inducement for City to enter into this Agreement. Therefore, 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.
Page 4 of 7
11. TERMINATION
This Agreement may be terminated by the City upon seven (7) days written notice of
termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
compensation for all services rendered prior to the effective date of terrrunation,
12. RECORDS
Provider shall keep records and invoices in connection with the work to be performed
under this Agreement. Provider shall maintain complete and accurate records with respect to the
costs incurred under this Agreement and any services, expenditures, and disbursements charged to
the City for a minimum period of three (3) years, or for any longer period required by law, from
the date of final payment to City under this Agreement. Provider shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to City under this Agreement.
13. NON-DISCRtiIMINATION
Provider 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, teaching, training, utilization, promotion, termination
or other employment related activities or in connection with any activities under this Agreement.
14. JURISDICTION — VENUE
This Agreement has beezr 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.
15. LICENSES
Provider 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,
IC SEVERABILITY
In the event that one or more of the phrases, sentences, clauses, paragraphs or sections
contained in this Agreement shall be declared invalid or unenforceable by valid judgment or.
decree of a court of compctent jurisdiction, such invalidity or unenforceability shall not affect any
of the retraining phrases, sentences, clauses, paragraphs or sections of this Agreement, which
shall be interpreted to carry out the intent of the parties hereunder.
Page 5 of 7
17. EXHIBITS
All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
the body of this Agreement.
18. AUTHORITY
The person(s) executing; this Agreement on behalf of the parties hereto warrant that they are
duly authorized to execrate this Agreement an behalf ofsaid parties and that by so executing this
Agreement, the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREON, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MI,AR.iA D. HUIZAR
"ler of tl�e Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By-(14 U.
J N M. FUND
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
.�
JEANNIE JURADO
Acting Executive Director of Parks,
Recreation and Community Services Agency
CITY OF SANTA ANA
A 4A401a
4ERARDO MO ET ... .
Acting City Manager
PROVIDER.
By. a Name: -G t�_P-S
'title: Owl
Page 6 of
Exhibit A
SCOPE OF SERVICES
VENDOR INFORMATION;
CLIMB -IT
MOBILE ROCK CLIMBING
2565 Royal Crest Dr.,
Escondido, CA 92025
(760)519-7951
E-mail: katiekalivas@gmail.com
www.rnobilerockwalls.com
EVENT: Santa Ana Public Library's Entertainment Shows
SERVICE DATE(S); April 22, 2017
COMPENSATION: Not to exceed $625.00
DESCRIPTION:
Climb -It will be supplying one mobile Rockwall that will be used by visitors of the event. The
mobile Rockwall will have one attendant for the duration of the Dia de los Ninos event taking
place Saturday, April 22, 2017. The mobile Rockwall is a stand still activity, there are no games
associated with them. Climb It! has previously participated in the same event.
Setup/teardown- Event will setup on Saturday morning at 10 a.m. and tear down Saturday
afternoon at 2:00 p.m.
Open Hours — Event will open 11:00 a,m. -- 2.00 p.m,
Page 7 of 7
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` CERTIFICATE CIF LIABILITY INSURANCE D
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, MEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT SVWEEN THE: ISSUING INSURER(S), AUTHORIZED
REPRESSNTAME OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the polloy(tes) must be endorsed. If SUBROGATION IS WANTED, subject to
the terms and conditions of the policy, certain polic let may require an endorsement, A Statement on this cartlfiante does not Confer rights to the
certificate holder In 4eu of such endarsement(s).
PRODUCER
GA ACT Shellsy Escobar CT5R
James G Parker insurance Associates
oNe (559)222-7772 arC (5591222-LT21
License #0554959
RL , aelgaobarg jglsarker. cam
ADDRr$URER
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S AFPCRAINO COVERAG6
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Fresno CA 93950
$URQRA:SCl7ttsdale Insuranco caMEany
41297
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INSURERC:
2565 Royal Crest: Drive
INSURER 0 i
SURER E :
Escondido CA 92025
INSURERr:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE; MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1LTA TYPEGFIN$URANce POLICY NUMBER AND PP YIY LIMETS
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DESCRIPTION OF OPERA710143 1 LCCAnoNFs I VSKICLES iACORD 101, AddlUonaN Remake Sc:neula, may ba S"Chad If mere apada le nqulmd)
city Of Santa Alta, its Offi,aara, Agents, and r4P10yee3 are named as additional insured as respects
general liability and per Form CG2026 attached.
City of Santa Ana
Its Officers, Agents and Emgloyeas
Atkin: Purchasing Department
2D Civic Center Plaza
Santa Ana, CA 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE GANC9LLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILT. BE DELIV£REA IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTHORIZED REPRESENTATIVE
z Parker III/SCG
At-wnu 4a j4U 14ruTI I he ACORD name and toga are registered marks of ACORD
INS025 r7n,an+l
ACC>RVr CERTIFICATE OF LIABILITY INSURANCE
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7/19/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. TH19
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT., If the certificate holder Is an ADDITIONAL_ INSURED, the parley{ies) must be endorsed. 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 dghta to the
certificatb holder In lieu of such endorsement(s}.
PRODUCER
ZaUmtes G Parker Insurance Associates
N& ShelleyEscobar CISR
PHONE {559)222-7722 "'� o,iSS712Z2.1710
Liaande #0554939
H O Son 3947
Fresno CA 93650
CDIL ;sescobar@jgparker,cam
INSURER S AFFOR NG COVERAGE
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41297
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2565 Royal Crest Drive
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INSURERP;
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THIS IS TO CERTIFY THAT 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 ISSUEO OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 19 SUBJECT TO ALL THE TERMS,
EXCLV64ONS AND CONDITIONS OF SUCH POLICIES, LIMITS
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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DESCRIPnOR OP OPBRATtONSI LCCATIOMS IVEHICLES IACORD i0i, 444104,mf Ramaty 3g11e►161 anaehrd It mostspa s is roqulntli
Rock Climbing Wall Rentals
Katie Kalivas
dba Climb it
2565 Royal Crest Drivel
Eacondido, CA R2025
SHOULD ANY OF! THE ABOVE DFSCRISED POLICIES BE CANCELLED B EPORL
THE EXPIRATION DATE THEREOF, N0710E MLL se DEnLNERLO IN
ACCORDANCE MIN THE POLICY PItbVIStONS.
AUTHORIZED REPRESENTATIVE
s Parker 11ZISCG
01988-2014 ACORD CORPORATION. All rights rasar
ACORD 25 [2014101j The: ACORD name and logo are registered marks of ACORD
WS(125 ni)um E
POLICY NUMBER CPS511143
COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following
COMMERCIAL GENERAL_ L.LABIL17TY COVERAGE PART
SCHEDUL9
Name Of Additional Insured Person(s) Or Organization(s):
City of Santa Ana, It's Officers, Agents and Employees
20 Civic Center Plaza
Santa Ana, CA 92701
Information re aired to coal late this Schedule, if not shown above, will be shown in the Declarations
A. Section II -- Who Is An Insured is amended to
Include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "faddy injury" "property
damage" or "personal and advertising injury"
caused, In whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf`,
1. In the performance of your ongoing operations,
or
2. In connection with your premises owned by or
rented to you.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law, and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or ,agreement to
provide for such additional insured
B. With respect to the Insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by s contract or agreement, the most we
will pay on behalf or the additional insured is the
amount or insurance
1, Required by the contract or agreement, or
2. Available under the applicable limits of
Insurance shown in the Declarations
whichever is less
This endorsement shall not increase the
applicable limits of Ir mvw shown in the
Declarations Vie
?Ipel
t3
CG 20 26 04 13 0 Insurance Services Office Inc 2012 Page i of 1
WQRMR.S' COMI'ENSATIpN DECLARATION
I %PXIv4kio-S� hereby affirm under penalty of perjury, the
following declaration :
I certify on behalf of tab- that during the term of my
R (ConsoRwtiComWy Namo)
connet for oy6u 1' Get 1 V,0 services with the City of Santa Ana, I will
not employ any person in any manner so as to become subject to the workers'
compensation laws of California, and agree that if I should become subject to the
workers' compensation provisions of Section 3700 of the Labor Code, i shall forthwith
comply with those provisions and provide proof of workers' compensation coverage.
BATE: , _ ��Y ��(�
By: L ► t� "�t�1til �.
Name: C6wtf12. �tt'yaS
Title-,�
Telephoner
WARNING. FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS
UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES
AND CIVIL PINES UP TO ONE HUNDRED THOUSAND DOLLAR 100,000). IN
ADDITION TO THE COST OF COMPENSATION, DAAkggtI�ELi FOR
IN SECTION 3706 OF THE LABOR CODE, INTERESTORNEY'S FEES.
A.