HomeMy WebLinkAboutGLACIAL GARDEN INC. 1-2006
INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
&, -')'5~O(P
CLERK OF COUNCIL
DATE: If-j7 -0 I.p
N-2006-028
0: P R.t.S
(C..-r1'w~)
CONSULTANT AGREEMENT
THIS AGREEMENT made and entered into this 3rd day of January, 2006 by and between
Glacial Garden Inc., a California corporation (hereinafter "Consultant"), 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 having special skill and knowledge in ice skating
instruction.
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 from 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:
I. SCOPE OF SERVICES
Consultant shall provide ice skating instruction as set forth in Exhibit A to this
Agreement.
2. COMPENSATION
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 $10,000.00 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 conunence on the date first written above and terminate on
December 31,2006, 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 Conununity 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.
5. INSURANCE
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:
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.
2
(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.
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 of this 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.
3
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:
Glacial Garden Ice Arena
1000 East Cerritos Avenue
Anaheim, California 92805
Telefacsimile 714/758-3862
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 ofCalifomia. 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.
5
16. MISCELLANEOUS PROVISIONS
a. All Exhibits referenced herein and attached hereto shall be incOlporated 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:
,~;;,dA;
PATRICIA E. HEAL .
Clerk of the Council
APPROVED AS TO I<'ORM:
JOSEPH W. FLETCHER
City Attorney
By:ct{AjAi~/') !vPd;'
Laura Sheedy (
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~
Executive Director of Parks,
Recreation and Community Services
CITY OF SANTA ANA
DA Vill {b::?;a
City Manager
CONSULTANT
RON HITE
ent
Tax ID# 88-0281844
6
EXHIBIT A
SCOPE OF SERVICES
. Consultant shall provide ice skating lessons at its ice arena for toddlers, children, youth
and teens.
. Instruction shall be conducted in half-hour classes, once a week for five-week sessions.
. A parent must accompany and participate with each toddler
. Consultant will provide appropriate materials and supplies needed to conduct the class
. Consultant will confer with City to determine class day and time.
. The maximum number of participants in a class is 12. Students will be drawn, by
Consultant, from many different cities and groups.
FEES
For those students signing up through the City's Leisure Class program, City will collect a
registration fee of $45.00 for each five-week session.
City shall collect the class fees from each participant during the registration period.
City agrees to pay Consultant seventy percent (70%) of the total fees within fifteen (15) working
days after completion of a class session. Consultant agrees that City shall retain thirty percent
(30%) of the fees collected.
7
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:
I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; 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 ofliability. 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
MXJRD.. CERTIFICATE OF LIABILITY INSURANCE i gATI~
03/27/2006
...."... (603)742-1616 FAX l603)749-6884 THIS CERTIFi<:ATE IS ISSUED AS A MATTER OF INFORMATION
The Richerdson Croup ONLY AND CONFERS NO RIGHTS UPON THE CERTJFICATE
34 Dover Point Rd. H?~~~f THIS CERTIFICATE DOES NOT AM!!NO, EXTI:ND OR
AL HE COVERAGE AFFORD!!D BY THE POLICIES BELOW.
Dover. NH 03S20-4687
INSUReRS AFFORDING COVERAGE NAICf
'''IUJll.r:D ",Iac,.' GanKal, Inc:. INSURER A' Discover Property & Casualty
1000 E. Cerritos Ave INSURER!:
Anahe;.., CA 92805 IIIfSUftfRC
INSUReft D.
INSUR~R c>
.l<2.VERA""S
'rHl; POL.1CU!S OF INSU~NCE LISTeD BELOw HAV~ BElEN ISSUED TO TMI!! INSURED NAMED AeoVE FOR. THE POLICY PERlOO INOICATED. NOTWITHSTANDING
ANY ReaUIReMENT, TERM OA: CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH R.ESPECT TO WHICH THm CERTIFICATe MAY fiE Issueo O~
MAY F1ERTAJN. TH!.INSURANCEEAfFOROEO BY THE PQUCII;S DESCRIBED HEREIN IS SUBJECT TO Al.l. THE TERMS, exCLUSIONS ANO CONOITIONS OF SUCH
POLjCIES. AGGREGATE LIMITS SHOWN MAY HAVE SEEN REDUCED ElY p_le CLAIMS.
I\ISlIl::Al!""; ~I! OlllNIURANct: ItOUCYHU...... I r y ,nClIVI ~1irI UIIITS
QIHI!RAI,. UA"'-lTY DZ09L00229 06 25/2005 06/25/2006 WH OCC:URRE~CE , J,OOO 001
Ix" COMMEA.CIAL GI!"Nt~ LLAI5R.ITY ONMGe TO RtNTED , 3 00 Oll!
l- n CLAIMS MAD~ m OCCUR MEO fXf) (My OI'lV perlon) , Excl ude
" Pl;RSONofIL & AOV INJURV . 1,ODI!.LOQI
- GENEIUJ.. AOOf;lEOATe , 2 000 001
"fi'N'1. AGGl\tGAn: LIMIT AI"PllE.S PER PA.ODuClS - COMP/OP AGO , 2,000 og{
I '11~.o_n
POLICV .l::C T Loe
~TOIIOOlU! UAIlUTV COMDINl!!D SIf<<iLELIMIT
(E'aceid..nlJ ,
ANVAurO
I t-- ALL OWNED AUTOS 80DlLYINJURY
r- SCNEDLN.ED AUTOS lPlijllllrll)tl) ,
I- HlREOAllTOS
'- BODILY INJURY
(Pet auidentJ ,
NONoOWt4ED "'UTDS
c--
F'ROPERT"f CA,~E .
{~,~o;u1M1)
~":~::m AuTO ONLY. ~AC(;lotNT .
ornf,iR T~N l!!AACC .
AUrO ONLY AM .
llXCllllUM8l\iu.A UADIUTY EACH OCCUflAENCE ,
~ OCCUlt 0 ClAIMS .'MOl; "CGREGATE ,
FO <.M ,
,\PPP..()V l2.~) ;l jI)
I R OEOUCTIIILr: ,
It[,~T10~ . /} ~ 1- ,
WORK'''' COMPI!NMTION ANg ~'?2 tlLl/11 I T~~~rQI#~ I IOn-i-
fUP'LOYEItI'1.IA111JTY
IINV PROPRIE'OIWARTNI!]~/OECUTI\IE -,-.- r L.ll;.ra Sr It 'iLccdy E L IOACfi ACCIDENT ,
OFFICEHlMEMBER filCCLUt'lEO? E L DISEASE .1;:4 eMPLOYE ,
;.re~='~~~StleIOW f\~::ilSH; ,H l~ ty AtlOC1CY ~ L DISEASE - "OI..IC" L~!T ,
OlMllIt
uatlllTlOlf OF OPE!lAT~"'II.QC"'TlON" YI!HtCLD j UC~IlON8 ADDiD 8Y ."DOI\SEMEN' t ~1ItC1A1. I"fUMSIDNI . in Skating
Irt;ficate Hol e~ 1$ na~d as an A ditional Insured so ely as respects their ,nterest
lasse. offered to their parks and re<reation department by the named insured.
.is insurance is primary to any other id$UranCe p~ovided to the N~med Insured.
MAR-27-2005 15:2'3 FROM:RICHRRD5DN GROUP
T- wnl I'\Fg
City of Santa Ana
20 Civic Ce"ter P'aza
Santa "na. CA 92702
5103 749 5884
TD:71457142i'l9
P.2/4
CANC-' A Tit....
:lNOU&.D ANY OF THI! AGO". OnCRl8l!D POLICIES III: t:ANcII.LID BE'ORI! '"1$
EXPIRATION DATE TtfiRfOF. Tltl! IsaUltflllNSURU WILL cNDEAVQR TO Il4A.II.
~ DAn MaTTY NOTteE TO THE CUTIIFlCATI! HOl-DER HJ.ME~ TO THE LI!I!T.
BUT FAll.UI\E TO ..All. auOtl NOTIC! $H"I.L IMI"O~1! 1110 OIiUOATIOH OR UIIB1Lm
0' AfIIV K.O 1,11"0" 'l'"1! INSU"i!". IT. AOIlIUS 01'1. IlPJ\liliNTAl'l\Iq.
AUNOJuUg RI!..ItI~TAnv~
CORD 25 (20011081
@ACORD CORPORATION 1115
\
MPR-27-2005 15:29 FRDM:RICHAROSDN GROUP
503 749 5884
TO: 7145n4209
P.3/4
IMPORTANT
If the certificate holder i. an ADDITIONAL INSURED, the policy(ies) must be endorsed. A slalement
on thiS eet1ificate does not confel' rights to the certificate holder in lieu of such endorsement(e).
If SU8ROGATION IS WAIVED, .ubject 10 Ihe terms and conditions of Ihe policy, certain pOlicies may
require an endorsement A slatement on this certifICate does not confer rights to the certificele
holder in lieu of sucl1 endorsement(s).
DISCLAIMER
The Certificate of Insurance on tho reverse side of this form does not constitute a contract between
th$ issuing insurer(s). authOrized representatIve or prOducer, and the certificate holder, nor does it
affirmativeiy or negatively amend, extend or aile< the coverage afforded by the policies iisted thereon,
CORO 25 (200110BI
APPRO V ED A~; TO FOlD,j
~ s~!s~ceJY
AS.)lsuur City Attor~jCY
. .
MAR-27-2006 15:29 FROM:RICHARDSDN GROUP
6133 7~9 688~
TD:71~571~209
P.4/4
\.......
POLlCY NUMBER: D209100229
THIs ENDORSEMENT CHANGES THE POI..ICY. PLEASE READ IT CAREFULLY.
'--'
COMMERCIAL GENERAL LIABILITY
ADDI1:IONAL INSURED. DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies in.urance provided under the fullowing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Nl:Utlt ofPe.non or OrgBllization:
THE CITY OF SANTA AN^
20 CIVIC CENTER PLAZA
S~A ANA, C^ 92702
CIt'YOF STANTON
7BOO KATELL^ AVE.
STANTON, CA 90680
nf no entry appears above. information required to complete this endorsement will be shown in the Declarations
u.& appJic,,"bte fo this endorscoJ.l:nt.)
WI{O IS AN INSURED (Soelion II) is amended 10 include.. an insured the person or org.nizaL;on >hown in Ihe
&:hedule, as lin ,insured but only with respecllo liability arising out of)'tlur operntiuns or premises owned by or
remcd te) yuu.
. "j'!)' L'ORM
AI'l'ROVJ:::;) AS 1
:iLIa St.lt Stccdy
;\..s:-'Jsta.ll City Attor",cy
CG2026 II 85
Copyright, [nsur.nce.servlCe. Office, Inc. 1984
o