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Home My WebLink About VIRGINIA MISCIONEAGREEMENT TERMINATION r e 6 't 3 R x Please complete this form when the attached agreement is no longer in effect. ? _ ANA Return form to the Deputy Clerk of the Council (M -30). Call 647 -5237 if you have any questions. The agreement with ```� p No. Iy �0 % - 3 (o was completed on and final payment has been made. Department: FU--,SA Signature: 6A Q -O Nl-1 "10 Date: iD1101 iLL City of Santa Ana Clerk of the Council Revised 06 -14 -07 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES J1/68 CLERK Of COUNCIL DATE: ~ ~, 3,0~ N-2007-136 ~ ~ ~QYk~ Rte'. ~ eom~^^ •S~es. (a~ CONSULTANT AGREEMENT Carly ~how`Pk'"THIS AGREEMENT made and entered into this 7`h day of November 2007 by and between VIRGINIA MISCIONE, an individual (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 the field of teaching tap dance for children and adults. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance ofthis 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: 1. SCOPE OF SERVICES Consultant shall perform those services 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 commence on the date first written above and terminate on December 31, 2008, 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. 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 insureds) 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 farm 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 se]f-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. (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 oftermination. 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 1 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. 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 ofthis 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. 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 Ciry: 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: Virginia Miscione 700 E. Lake Drive, #118 Orange, CA 92866 Telefacsimile (714) 744-7251 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 telefacsimile, 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 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 behalfofany 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 Califomia 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 Califomia. Both parties further agree that Orange County, Califomia, 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 ofthis Agreement. 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 CITY OF SANTA ANA .tom. a DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney 4~ Lauaa Sheedy Assistant City Attorney FOR APPROVAL: //" v ~ GERARDO MOUE Executive Director o Parks, Recreation and Community Services CONSULTANT ~. VIRG IA MISCIONE /s ~~ ~~ -.:v93 ~!~ ~,r # EXHIBIT A Consultant will teach intermediate tap dance class in the City's leisure class program. The class is designed for students who have taken beginning tap and wish to further their skills. The classes will be scheduled on dates and times to be agreed between Consultant and City. Consultant will provide and be responsible for equipment, records, personnel and clean up ofthe facilities and materials necessary to ensure the safety and effectiveness of the instnrction. If Consultant allows others to teach a class, those teachers must be over 21, have obtained and maintain an instructor rating and be covered by Consultant's insurance. Consultant shall provide City with documentation to verify instructor and insurance requirements. Each class will have a minimum of 5 paid students and a maximum of 30. If the minimum number is not met by the commencement of a given class, that class will be cancelled. CLASS FEE Each participant shall pay an $80.00 registration fee per 10 week session. The City will collect the registration fee from each participant. Consultant shall not collect fee, but shall refer interested persons to the Santa Ana Parks, Recreation and Community Services Agency. City will prepare a roster of registered participants. Only those on the City prepared list may participate in the class. Consultant may not waive class registration fees for any participants. Consultant will receive 70% of the registration fees collected by City. City will retain 30% of registration fees. City may audit Consultant's books and classes to ensure compliance with the terms and conditions of this Agreement. 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, Califomia 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 ., A CORD_ CERTIFICATE OF LIABILITY INSURANCE I OATElllllfMJOlYYYY} 10/12/2007 PROOUCER (818)225-6200 FAX' (818) 225-6210 ms CERTIflCATE IS ISSUED AS A MATTER OF INFORMAllON Venbrook ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERllACATE DOES NOT AMEND, EXTEND OR 22801 Ventura Boulevard ALTER THE COVERAGE AFfORI)ED BY THE POUCIES BELOW. Third Floor Woodland Hills CA 91364-5815 INSURERS AFFORDtNG COVERAGE NAlC# INSURED INSURER 10:. S tar ~surance t""nmnanv virginia Miscione INSURER B: 700 E Lake Drive Unit 118 INSURER c: INSURER D: Orange CA 92866 INSURER E: TI-E POUCfES OF INSURANCE USTEO BElOW HAVE BEEN ISSUED TO 1liE INSURED NAMED ABOVE FOR 1liE POLICY PERIOD INDICATED. NOTVY\1liSTANDING ANY REOlJREMENT, TERM OR CONDmON OF AN'( CONTRACT OR OTHER DOCUMENT WJ1H RESPECT TO WHICH TJ-US CERllFlCATE MAY BE ISSUED OR ....AY PERTAIN. n-E INSURANCE ~ORDED BY 11-E POliCIES DESCRIBED HEREtN IS SUBJECT TO ALL ll-tE TERMS, EXClUSIONS AND CONDITIONS OF SUCH PQ..IaES. INSR TYPE "" IIlSURANCE ~~~ I'OUCY EXPlRAllON POlICY NUMBER DAlE UMflS ~NEAAL lIABILITY E>CH . 500,000 ~ 3MERClAL GENERAL lIABILITY OAMAGETO RENTE.e...ce\ . 100,000 A f- CLAIMS MADE ~ OCCUR GL0320~B6 GL0376516 5/1/2007 5/1/2008 MEO EXP 'A"u one 00' . N/C X PROFESSIONAL & AfN INJURY . 500,000 X L:tABIL:ITY .. . 1,000,000 ~AGGn=Ar~tlPER: . 1,000,000 X POLICY JECT LOC ~EL.IABIlJfY COUBINED SINGlE LIMIT . I- IWYAUTO """'*""" I- ALLOWED AUTOS BOOlL Y INJURY . SCHEDULED AUTOS (Pe<""""", f- f- HIRED AUTOS BOOIl Y INJURY . NQN-O'vVNED AUTOS (Pe<"'*""'l - - PRClf'5ITV [),ANAGE . {Peraccidentl GARAGE UABllITY AUTO ON... Y - EA ACCIDENT . l-ANYAUTO OTHER nw< .. .ee . AlITOONLY. AGG . 5SSlUMBREllA LIABIlITY I.~ . OCCUR 0 ClAIMS MADE I ....,...,REGATE . A.prI~"-j "-'...' , , ')J\,1 . =l ~UCT16lE \.JL{ . RETENTIO S i $ WORKmS COMPENSATION AND // ;'/ ! r L--- ---"- - 1 we STATU-~ I -IOJb'- EftFlOYERS' UABllITY r, f<N'( PROPRIETORIPARTNERlEXECUTlVE ~ E.L. EAOi A.CClOENT . OFACER/MEMBER EXCLUDED? A"::.6t EL DISEASE + EA EMPlOYEE . Ifyes.desai:le~der SPECIAL PROVISIONS below E.L DISEASE. POUCY UNItT . 01ll<R DESCRIPTION OF OPERATIONSlLOCATlONSIVEHICLESlEXCLUSlONS ADDED BY ENDORSEllIEHTlSPEClAl PROVISIONS *10 Days Notice of Cancellation for Non-payment of pradum, 30 Days All Others. certificate Bolder is named as Additional Insured as their interest aay appear in the operations of the Named Insured. SHOULD ANY OF 'THE ASCNE DESCRiBED POLICIES BE CANCELlED BefORE THE CITY OF SANTA ANA EXPIRATION DATE THEREOF, "<E ISSUING INSURER W1U ENDEAVOR TO .....l 888 W. SANTA ANA BLVD. 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT 2ND FLOOR FAILURE TO DO SO SHAll IMPOSE NO OBUGAT1ON OR UABllITY OF ANY KIND UPON THE SANTA ANA. CA 92701 INSURER, ITS AGENTS OR REPRESENT A T1VES. AUlHORIZED REPRESENTATIVE ~ .Jf.,.It. .f;' Glynne Simpson/EBR @ACORDCORPORATION 1988 p_1"f? CERTIFICATE HOLDER CANCELLA 110N ACORD 25 (2001/08) IN~n.,.c",,"Q\"Q~ ." POLICY TERM: 05/01/07-08 COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Califomia 92701; its officers, employees, agents and volunteers WHO IS AN INSURED (SECTION II) is amended to include as an insured the person or organization shown in the schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. "This insurance is primary and non-contributing to any other insurance held by the policy holder." For: Virginia Miscione CG20111185 Copyrigh~ Insurance services office Inc. 1984 ACORD CERTIFICATE OF LIABILITY INSURANCE ! DATE (MMJDDNYYY) TM. 0510612OO8 PRODUCER Phone: (800) 395-8075 Fox: (858) 519.fl822 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION FITNESSAND~NESS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 380 STEVENS AVENUE, SUITE 206 HOLDER. lHIS CERTIFICATE DOES NOT AMEND, EXTBlD OR SOLANA BEACH CA 92075 ALTER THECOVERAGE AFFORDED BY THePOUCIES BELOW. , /v/ 2007-/3 b I INSURERS AFFORDING COVERAGE NAIC# .... .---....--.--......- AQIlncy UeI: 03n645 : .~.._-_.._..." INSURED ilNSURER A: F'~I~~&llp~ia II!~_n~ Insurance CompanY-.__~_....._.___._ Virginia Mlsclone :INS~RER B: - -.-..... ....- 700 E. Lake Drive [INSURER c: Unit 118 ... ...-"-------_.-- --_..--~.-----_........-.....- Orange, CA 92866 INSURER 0: ! ------............ : INSURER E: COVERAGES ntE POlICIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO ntE INSURED NAMED ABOtIE FOR THE POLICYPERlDD INDICATED, NOlWl1HSTANDING AfoN REQUIREMENT, TERM OR CONDITION OF Nfl CONTRACT OR OTHER DOCUMENT WIlli RESPECT lOWHlCH ntIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AlLlliE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --=-----.. ....:Niin.! .~~~;~~N~~u Poua'NUMBER LlR . GENERAL lIABILITY ix COMMERCIAL GENERAL LIABILITY r~ CLAIMS MADEL)(] OCCUR ~-; : GEN'L AGGREGATE LIMIT APPLIES PER: f---o . PRO- j , X : POliCY 'T LOCI I AUTOMOBIlE UABIUTY i........... ! : ANY AUTO !. ... j ALLOWNEDAUTOS 1-"""'; L-J SCHEDULED AUTOS I : :::::AUTOS PHPK284105 POLICY EFnCTIVE DA1'E 05/01108 : POI.It:\' l!llPlRATION ! . DATa ; 05101/09 ; EACH OCCURRENCE , ONAAGE TO REHTl!D L~ES(Ea-1 L~s.>..~~~-~-_. : PERSONAL & ADV INJURY . GENERAl-AGGREGATE UMITS PROOUCTS-COMPJOP AGG. $ $ $ $ j: -.1,OOO,o..!J~. 100,000 __;~~O 1,000,000_ _.~..1!OO,oOO _~,.o.o.~1o.00 A : BOOL Y INJURY dPer p8ImI'l) I 1$ I.- Is ; i i~~~=:.__..__._..1~ 1$ ! COMBINED SINGLE LIMIT . (Eo aceidenl) ~ EXCESS I UMBRELLA UABlLlTY i-I OCCUR [J ClAIMS MADE AUTO Q.Nl Y::..EA AC.!lIOENT )$ : OlliER THAN I:AAg: :$ 'AUTOONLY: AGG i$ j EACH OCCURRENCE ____..__/!.._..______ ,AGGREGATE :$ I. !$ --~.---_.. ........-.---.-.-....!... i$ .._-~--=---------~---_._..__..._--- $ , ~f=TS I OTHER +--________. i.;:~:~;:~~O::LOYEe--~___---.- : EL DISEASE-POLICY LIMIT Is . GARAGE LIABILITY . ANY AUTO U. ...~ ; DEDlICTIBLE RETENllON $ WORKERS COMPENSATION AND EMPLOYeRS' lIABILITY ANY PRDPRIETORIPARTlIERlEXECUTIVE OFflCERlMEM8ER EIlCI.UOED? If,... dauibe under SPECIAl. PRO\/IS1OllS bel_ I OTHER: I I DESCRIPTION OF OPERATfONSJLOCATlONSNEHICLESJEXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS The City of Santa Ana. 20 Civic Center Plaza, Santa Ana, CalifornIa; Its officers, employees, agents, volunteers and representatives are named as an additional insured but only as respects the operations of the named insured except that liability resulting from the additional Insureds sole negligence. CERnFlCATE HOLDER CANCELlAnON SHOULD ANY OF THE ABCNE DESCRIBED POliCIES BE CANCELLED BEFORE THE EXPIRATION DATE lllEREOf. THE ISSUING INSURER Wll.LENOEAVORTO MAIL 30 DAYS The City of Santa Ana WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO TIlE LEFT, BUT FAILURE TO DO so SHALL IUPOSE NO OBLIGATION OR llABlUTY OF ANY KIND UPON TIlE INSURER, 20 Civic Center Plaza 1l'S AGENTS OR REPRESENTATIVES. Santa Ana, California 92701 AUTHORIZED REPRESENTATIVE d;~~ Attention: Jeffrey E. Frick, CEO ACORD 25 (2001108) Certificate # 73235 @ACORD CORPORATION 1988