SOCIAL AND ENVIRONMENTAL ENTREPRENEURS 1

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INSURANCE NOT REQUIRED WORK tegy PpripFrq (-'L # ,� _'%loll ► ATIE.. y -/,' March 29, 2016 Jennifer Hoffinan, Executive Director Social and Environmental Entrepreneurs 23532 Calabasas Road, Suite A Calabasas, CA 91302 Re: Community Bicycle Services Dear Jennifer Hoffinan : This letter shall be our Agreement regarding the Community Bicycle Services ("Services") to be provided by Social and Environmental Entrepreneurs -The Bicycle 'Tree ("Contractor") to the City of Santa Ana ("City"), for programs entitled "Wheels of Possibility" and "Pop -Up Bicycle Repair Workshop" ("Programs"), as more specifically described on Exhibit A. The Programs shall be scheduled at dates and times mutually agreed upon by the Parties. The term of this Agreement shall be from April Is`, 2016 to March 31st, 2017. Contractor shall perform all. Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws, rules and regulations. Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses, and approvals shall be maintained throughout the term of this Agreement. City retains Contractor as an independent contractor and not as an employee. All personnel performing the Services shall not be City employees and at all times shall be under the exclusive control and direction of Contractor. Compensation for the Services shall be based on the rates and charges identified on Exhibit A. Unless expressly agreed in writing in advance by the City, the cost to the City for the Services shall not exceed $3,000. Contractor shall provide proof of commercial general liability, automobile insurance, and workers' compensation insurance appropriate to the Services to the City in amounts and with policies, endorsements and conditions required by the City for the Services, if any. Invoices shall be submitted to the City monthly for performance of the Services. Contractor shall provide, at City's request, documentation of all charges contained in any invoice(s). City shall review and pay the approved charges on such invoices in a timely manner. The City may terminate this Agreement at any time with or without cause. If the City finds it necessary to terminate this Agreement without cause before Program completion, Contractor shall be paid in full for those Services completed to the City's satisfaction prior to the notification of termination. Contractor may terminate this Agreement for cause only, following a minimum of ten (10) days notice stating the basis for termination and providing an opportunity to cure.