HomeMy WebLinkAboutMAD SCIENCE OF ORANGE COUNTY 1City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
`i� fi Ejk -Y
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Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect.
Return form to the Clerk of the Council Office (M -30).
Call 647 -6520 if you have any questions.
The agreement with Mad Science of
G 2007
COTC Office Use Only
i3 117
3
No. N- 2004 -037 was completed on 12/31/04 and final payment has been made.
(List all amendments. Use space below if needed.)
�Mrnen�S Department: PRCSA
H - Z94 -931- 01 Phone /Ext.: 5254
N- 240`i- 031-92
N_ -aZO4- 031 -u3 Signature:
Date: 4/17/14
Revised 08 -2310
INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL CONSULTANT AGREEMENT
DATE: 5 d"1 -- 0 "I ,.{
~'(JRi:L, THIS AGREEMENT made and entered into this ?- 2 day of /'rf«f L ,2004 by
. . and between Mad Science of Orange County, a sole proprietor (hereinafter "Consultant"), and
U-~ 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").
N-2004--037
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
teaching science to children through fun, hands-on classes.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected trom a professional consulting firm 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
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2.
COMPENSA nON
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $2,500.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City 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 City.
3.
TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2004, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of Parks,
Recreation and Community Services and the City Attorney.
4.
INDEPENDENT CONTRACTOR
Consultant 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
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant 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.
INSURANCE --rJvz.- % ~ -h fû;j r ~ ~r ~/I:
Prior to undertaking performance of work under this Agreement, Consultant shall ~
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
s.
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) 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 Consultant'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. Consultant 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. Reserved
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant 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, Consultant 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 Consultant
pursuant to this section:
(i)
Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
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...I
(iii)
Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
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.
(ii)
e. If Consultant 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 Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant 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
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, 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 health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I ofthis Agreement. The Consultant 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 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.
CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant 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. 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.
8.
CONFLICT OF INTEREST CLAUSE
Consultant 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.
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9.
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 Consultant:
Mad Science of Orange County
12 Wintermist
Irvine, California 92614
(714) 521-3357
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
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, any notice, tender, demand, delivery, or
other 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.
10.
EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, 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 Consultant. The parties
4
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 Consultant 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.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant 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.
12.
TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination.
13.
DISCRIMINATION
Consultant 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. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14.
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.
15.
PROFESSIONAL LICENSES
Consultant 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. Consultant 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.
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16.
MISCELLANEOUS PROVISIONS
a. 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:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
. ¡Y Ilj
By: '-\((.o.A/V .cJ¡) r:Xc/
LautiÍ Sheedy /
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
j~
Executive Director of Parks,
Recreation and Community Services
CITY OF SANTA ANA
~
~AÓ~
City Manager
CONSULTANT
~#
t"JA Y BRODERICK
Director
TaxID# JJ~O¡2-~ot¡6
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide and instruct a Mad Science camp for children ages 6 to 12, as follows:
FEES
.
Consultant shall instruct a three-hour class, three times a week, for a two-week session,
beginning July 27.
Topics to be explored include sports, earth, nature, space, chemistry, and Mad Messages.
The classes will be held at the Lawn Bowling Club House.
Consultant has determined that classes will be held on Tuesday, Thursday and Friday,
from 9:00am to 12:00pm. Consultant may adjust the schedule, based on the availability
of rooms in the City's facility.
The camp shall have a minimum of 10 and a maximum of 25, registered and paid
participants.
If the minimum registration has not been reached by the first class, the class may be
cancelled by mutual agreement of Consultant and City, with no compensation owed
Consultant for any cancelled class session.
.
.
.
.
.
Each participant shall pay a class registration fee of$63.00 per camp session.
Each participant will pay directly to Consultant, a materials fee of$15.00.
No refunds will be made to participants after the first week of class unless the class is
cancelled by the Parks, Recreation and Community Services Agency.
City shall collect registration fees from each participant. Consultant shall refer interested
students to City for registration.
Consultant shall receive seventy percent (70%) of total fees collected for the aerobic
classes within fifteen (15) working days after completion of each class session. City shall
retain thirty percent (30%) of the fees collected.
Consultant agrees that City shall be entitled to audit Consultant's records and classes to
ensure compliance with this Agreement and that all participants are registered.
Consultant may not waive class participation/registration fees.
City shall prepare class rosters and provide a copy to Consultant. Only registered
participants, listed on roster, may participate in class.
.
.
.
.
.
.
.
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
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
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
8
ACORlJ,. CERTIFICATE OF LIABILITY INSURANCE OP ID V~ DATE (MMlDOIYY'fY)
BRODE-3 10/06/06
PRODUCER N - '2oCI-I- 03'/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Hylant Group - Toledo N-2.oc:A-O~?..o I HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
811 Madison Ave ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
.
Toledo OR 43604
Phone: 419-255-1020 Fax:419-255-7557 INSURERS AFFORDING COVERAGE jNAle"-- -
- -- - -- --_.-- -- - --_.--- - ---"- _.,---- - - - --- --. - -- --- -- -
INSURED N - z.oo'-l-037 -0 2- ~, INSUR~~ Phib<1.el1'-J:i0nd~itY~SI" c~_ 18058
-- --
, INSURERS' --- ---~
Jay Broderick dba Mad Science ~------ - --,-----
of West Orange count~ INSURER C t------
-.--,.-.-.'- ------.-'.- --- -
3501 w. Moore Ave. S e J INSURER D
Santa Ana CA 94702 -"---'- --,-- - -------.-..-
INSURERE
THE POLICIES Uf' INSURANCE LISTED D[LOW HAVl:: ~EEN ISSUFD TO THE INSURED NAMED ABOVE FOR THE POLICY PERIUD INDICATED NOTWITHSTANDING
ANY Rl::QUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH lHIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN_ THE INSURANCl:: AFFORDED flY THE POLICIES DESCKIBED HEREIN IS SUBJECT TO ALL lHE TERMS, EXCLUSIONS AND CONDITIUNS OF SUCH
POLICIES. ACGREGAIE LIMITS SHOWN MAY I lAVE BEEN KI:DUCED BY PAID CLAIMS
I::i:~~--C- TYPEOFI~SU~~C--;- POUCYNUMBER-
GENERAL LIABILITY
A X x~ COMMERClALGENFRALLIABILlTY I PHPK187988
I I -I CLAIMS MADE 1,,_~.1 OCCUR
~ ribuse/Mo_~st_ation PHPK~87988
~~EN'L AGGREGATE LIMIT APPLIES 1"l::R:
;- , I"OUCY r' I m?1 '-1 LOC
, AUTOMOBILE LIABILITY
COVERAGES
POLlC'YEFFECTIVE P UCY EXPIRATION
DATE MMlDDNY DATE MMlDDNY
10/15/06
10/15/07
10/15/06
10/15/07
A
ANY AUTO
tj' ALL OWNeD AUTOS
. SCHFr]ULEDAUTOS
r!.' HIRED AUTOS
~x~ NON-OWNED AUTOS
PRPK187988
10/15/06
10/15/07
1-
l_~J DEDUCTIRLE
I Rl::Il::NTION r,
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
ANY I"ROPRIETOR/PARTNER/CXECUTIVl::
OFFICl::R.'MEMBER FXCLUDED?
1 ,,~CS, descr,be under
SPECIAL I"H.OVISIONS hRluw
I OTHER
I
-.-.--,-.----
LIMITS
1 ~~~gR=- _~s 1 ~Oo... O.QO
~R.[M\-~ES~O~cUrence) _$19_ ~..!...9 O. 0 _
MEOI:::XP(Anyonep..rson). $ *15,000
~ERSONAL & AOV INJURY $ :L:"o 00-,000.
------ --.--------.-
GCNERALAGGkEGATE 1$2,000,000
-----.--------1---=-- .---------
~RODUCTS~OMP~OI" AGG ~~ 000,0 Q.Q.
A&M 500,000
I' COMBINED SINGLE LIMIT
.(EaaCCldent)
--;~DILYINJURY.- i~-' - ---
I ~~~~e:~I:nJ}UR-; - - ~1.. -
(peraccldf'lll) $
~OPl::RTY DAMA"F - I $ -- ---
I rp~raCCldent)
I AUTOONL ~A A,CClD,ENT -l-~--
OTHER THAN _Ell. ACC::_..:....$ _
AUTO ONLY: AGG . S
~CH OCCURRENCE _ _+: _ __ ____
rAGGR>"'T' ~~ _ ~ -- - - -
-~-- [$ -
$1,000,000
LL DISEASlo - POLICY LIMIT
DESCRIPTION OF OPERATIONS I LOCATIONS IVEHICLESI EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
*Medical payments excludes Participants. Certificate Holder is included as
an Additional Insured/Landlord ATIMA.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR L1AIiILlTY OF ANY KINO UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES,
AUTHORI D REPRESENTAT~VE
CERTIFICATE HOLDER
CANCELLATION
City of Santa Ana
888 W Santa Ana #200
P.O. Box 1988 M-23
Santa Ana CA 92702
ACORD 25 (2001108)
@ACORD ORPORATION 198B
l"~~r'l": Dana Cable At: Hylant GrallP, Int: FOlxID: Ilylant Grollp To: Carla I-hompkins
POLICY NUMBER PliPK187988
Date: 10/1312006 03:32 PM I-'age: L of 3
COMMERCIAL GENERAL LIABILITY
CG 20 1007 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL Y.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifioP-s insurance provided under the follovving:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s}
Or Organization{s); LocationJ~) Of Covered Operations
City of Santa Ana (with respect to
Santiago Lawn Bowling C1ubhollSf'
at 510 E Memory Lilne)
Information reauired to compl~te this Schedule, if not shown above, will be shown in the Declarations
A. Section II - Who Is An Insured is amended to
"~\;(~e as an additional insured the pen;on(s) 01
crganization(s) ~Ilown in the Schedule, but only
V'Jith respect to liability fOl' "bodily injury". "property
damage" or "personal and advel1isin~J injury"
caused, in whole or in part, by:
1. Your acts or omissions: or
2. The acts or omissions of those acting on your
behan:
in the pertormance of YOllr ongoing opelatiolls for
the additional insured(s) at the location(s) deSIg-
nated above
..,H____
B. \^Jitll respecl tu tile illsmance afforded to these
additional insllleds, the following additional exclu-
sions apply:
This insurance does not apply to "bodily injmy" 01
"property damage" occlllTing after.
1. All Walk, Includin~ materials, parts or equip-
ment furnished in connection Witll such work,
on the project (other than service. maintenance
or repairs) to be performed by or on hoP-half of
the additional inslIrcd(s) at the location of tile
Gavered opel<itiollS I1ds been completed: 01
2. That portion of "your work" out of which the
injury or damage ,UI""e"" hss been put to its ill
tended use by any person 01 01 ~Jdllizatlon
other 111dn ,lIlother contractor or subcontractol
engageclln performing operations fOl a princi-
pal as a part of tile same project.
"
: r;fJ (
/;,
CG 20 100704
(Q) ISO Propelties, Inc. 2004
Page 1 of 1
o
"'-(~". O"l'a Cable At: Hylant GroLlp, lnc FaxlD: Hylant Group To: Carla Thompkins
Philadelphia Indemnity Insurance Company
Additional Insured Schedule
Policy Number: PHPK187988
Add itional Insured
MAD SCIENCE GROUP
8360 BOUGAINVILLE ST., STE, 201
MONTREAL, QU H4P2G-1
CG2029 - CA - Lac #1
Additional Insured
City of Santa Ana (with respect to
Santiago Lawn Bowling Clubhouse
at 510 E Memory Lane)
888 W Santa Ana #200
POBox 1988 M-23
Santa Ana, r:A 9/l02
CG2010 - General liability
Page 1 of 1
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Date: 10/1312006 03-32 r'M Page: 3 013