Loading...
HomeMy WebLinkAboutPEP4U (PARKINSON'S EXERCISE PROGRAM FOR YOU) (2)No RE.NRED W0K F'ROGFM Ch'Y C1 ERK 7MT13wirow FEB 2 6 2075 MIT,: f-\ a 90 RECREATION SERVICES AGREEMENT WITH PARKINSONS'S EXERCISE PROGRAM FOR YOU DBA PEP4U FOR SPECIALIZED EXERCISE CLASSES THIS AGREEMENT is made and entered into on this I I th day of February 2025 by and between Parkinson's Exercise Program for You, a California public benefit corporation dba PEP41J ("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"). City and Provider may be collectively referred to as the "Parties" or individually as a "Party." RECITALS A. The City desires to retain a recreation service provider having special skills, resources and knowledge to provide specialized exercise classes in its recreation class program. B. Provider represents that it is able and willing to provide such services to the City. C. In undertaking the pert61-triance of this Agreement, Provider represents that it is knowledgeable in their field and that any set -vices performed by Provider under this Agreement will be pertTinedin compliance with such standards as may reasonably be expected. D. The Parties acknowledge that the City intends to provide recreational activities to the public but must balance the need to comply with all COVID- 19 guidance and restrictions. 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 a. Provider shall perform those services as set forth in Exhibit A to this Agreement. b. All classes operated pursuant to this Agreement for conducting recreation classes at City facilities, including parks, will comply with all applicable guidance and public health orders, including those from the Centers for Disease Control ("CDC"), California Department Of Public Health ("CDPH"), the Orange County Health Care Agency ("OCHCA") and the City itself for as long as those orders and guidance remain in place. Provider will remind participants of these guidelines. To the extent that Provider needs assistance with enforcing any rules or requirements, Provider will contact a City Parks' employee or City security for assistance. c. Provider shall not attend a class or teach any class if Provider is sick or has ally syrnptom(s) associated with COVID-19 including but not limited to, fever above 100.4, chills, cough, shortness of breath, loss of taste or smell, nausea, muscle or body aches, vomiting, headache, sore throat or diarrhea. Page 1 of 8 d. Provider will not attend class or teach a class if Provider or any member of Provider's household has been asked to quarantine or sell -isolate due to symptoms of COVID-19 or a positive test result for COVID-19. e. Provider acknowledges that, to the extent that City is able to and chooses to conduct classes indoors, this Agreement will also cover classes conducted at one of City's recreational centers during the term of this Agreement. f. City reserves the right to change the location(s) at which the services contemplated by this Agreement are provided. g, Provider shall comply with the City's recreation class policy manual and any other City rules and regulations regarding the operation of recreation classes. 2. COMPENSATION The Parties acknowledge the public benefit provided by Provider offering specialized exercise classes for persons with Parkinson's disease and their care partners. Given the acknowledged public benefit, Provider is providing the classes contemplated by this Agreement free of charge. 3. TERM This Agreement shall commence on March 1, 2025 and end on February 28, 2026 unless terminated earlier in accordance with Section 13 below. The term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 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 are 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, unemployment 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. INDEMNIFICATION Provider agrees to and shall indemnify, defend 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 death, and claims for property damage, which may arise from the Page 2 of 8 negligent 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; 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, to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is caused by the negligence of the Provider. 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. City may make all reasonable decisions with respect to its representation in any legal proceeding. In no case will Provider be required to indemnify or hold harmless the City from injury, damages, just compensation, restitution, judicial or equitable relief caused by the negligence of the City. 6. CONFIDENTIALITY If Provider receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information, including but not limited to student records. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either Party by any subsidiary and/or agent of the other Party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. 7. COVID-19 ASSUMPTION OF RISK AND WAIVER Provider acknowledges that Provider could be exposed to persons that may have COVID- 19 providing services pursuant to this Agreement. Provider understands that interacting with any person currently comes with the inherent risk of exposure to COVID-19 and that COVID-19 is highly contagious. Provider assumes the risks associated with providing services pursuant to this Agreement, namely potential exposure to COVID-19. Provider acknowledges that while some people have no symptoms or mild symptoms from COVID-19, some people have become seriously ill requiring hospitalization and that some people have died from COVID-19. Provider acknowledges that persons over the age of 65 and persons with underlying health conditions are at greater risk of contracting COVID-19 and are potentially risking serious injury or death. Provider is agreeing to provide classes pursuant to this Agreement and does so of Provider's own free will. Page 3 of 8 Provider intends to be legally bound by this assumption of risk, release and waiver and to bind Provider's heirs, personal representatives, next of kin and anyone who may make a claim on Provider's behalf. Provider knowingly releases and waives any and all claims that Provider may have or could have in the future and includes any claims resulting from potential exposure or actual exposure to COVID-19, this includes claims for personal injury, transmittal of COVID-19 to others, and/or wrongful death. Provider agrees to hold harmless, defend and indemnify the City, its public officials, officers, employees, volunteers, and agents from any and all claims for liability or damages, including those for exposure to or diagnosis with COVID-19 as a result of providing services pursuant to this Agreement. 8. 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. 9. BACKGROUND CHECK Provider shall ensure that all employees, subcontractors, and any volunteers are fingerprinted and background checked prior to conducting any work pursuant to this Agreement. Provider shall not assign any employee, agent, subcontractor, volunteer or the Provider personally to provide services pursuant to this Agreement, if that employee, agent, subcontractor, volunteer, or the Provider personally are required to register as a sex offender under California Penal Code Section 290 et seq, have a conviction for any crime of moral turpitude, have a conviction for a sexual based crime, have a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190-190.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.1(b) or 236,1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311,2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750, or 18755, t2022,53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. 10. 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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Page 4 of 8 Fax (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, CA 92702 Fax (714) 571-4211 To Provider: Parkinson's Exercise Program for You dba PEP4U Attn: Jerome Miller, President 32565 B Golden Lantern Suite #194 Dana Point, CA 92629 j11kLi)p04u.or,g 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 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. 11. 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 attaclurients 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. 12. 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 5 of 8 13. TERMINATION a. This Agreement may be terminated by the City upon thirty (30) days written notice of termination. b. Termination or cancellation of classes by the Provider must be given to the City, in writing, at least thirty (30) days prior to termination/cancellation. Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk. 14. RECORDS Provider shall use attendance sheets generated and supplied by the City to record attendance in each class. Provider shall keep these and any other records in connection with the work to be performed under this Agreement and shall permit City, upon. request, to review such records for a period of three (3) years from the date of final payment to Provider under this Agreement. 15. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, 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 any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. 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. 17. 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. 18. 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 Page 6 of 8 of a Court of competent jurisdiction, such invalidity or Linenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties hereunder. 19. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. AUTHORITY The person(s) executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing tl-ds Agreement, the Parties hereto are fbn-nally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and year First above written. ATTEST: 1crinife'r L. 11" y_Cler V APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Jonathan T. Martin"'e'z Assistant City Attorney RECOMMENDED FOR APPROVAL: Hawk Scott Executive Director of Parks, Recreation and CorinnLinity Services Agency CITY OF SA TA ANA Alvaro Nunez City Manager PROVIDER: wd&4� Jdfome Miller President Page 7 of 8 Exhibit A SCOPE OF SERVICES A. Provider shall conduct PEP4U free exercise classes for adults 18+ with Parkinson's disease and their care partners, B. Provider shall teach such or similar classes (1) at the times below at facilities to be designated by the City or (2) on a schedule agreed upon by the parties for each class session or term, including the location, specific days and hours when classes will be held, and holidays to be observed, in accordance with City's needs, Parkinson's Exercise Program for You (PEP4U) is a community based 501 (c)3 non- profit organization in Orange County, dedicated to serving people living with Parkinson's disease and their care partners. We offer exercise classes, educational programs and social events and support. Classes are led by professional therapists and specially trained fitness instructors, are appropriate for all ability levels, and FREE to all participants — funded through donations, grants, and sponsorships. INSTRUCTOR: PEP4U Staff LOCATION: Southwest Senior Center, 2201 W McFadden Ave, Santa Ana, CA 92704 • PEP4U will consist of free seasonal weekly sessions (Fall, Winter, Summer, & Spring), held 1 day per week for 1 hour. INSTRUCTOR: PEP4U-Staff LOCATION: Santa Ana Senior Center, 424 W 3rd St, Santa Ana, CA 92701 • PEP41J will consist of free seasonal weekly sessions (Fall, Winter, Summer, & Spring), held 1 day per week for 1 hour, C. Provider shall provide all materials, supplies, equipment, records and personnel. Provider shall be responsible for cleanup of the facilities and materials and shall ensure the safety and effectiveness of instruction. CLASS SIZE A. Each class will have no minimum and a maximum of no more than 25 students. B. Open registration will be accepted up to the last class per season. Page 8 of 8