HomeMy WebLinkAboutDISCOVERY SCIENCE CENTER OF ORANGE COUNTY 2 -2011City of Santa A 7
Clerk of the Council
AGREEMENT TERMINATION FORM
COTC 01
20i9 JUL I T—PW 30—t+7
Please complete this form when the attached agreement and all CITY OF SANTA AMA
amendments (if any) are no longer in effect. CLERK OF COUNCIL
Return form to the Clerk of the Council Office (M-30).
Call 647-6520 if you have any questions.
The agreement with
Use Only
2019 Jut 19
CITY 0SAN
CLERKOF C
No. N-2011-036 was completed on 191,61111 and final payment has been made.
(List all amendments. Use space below if needed.)
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Revised 08-23-10
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Signature: I I /pil/C1�7
Date: ig
WC required if consultant
If'dS??::'?^t ?I? Nom( T_ ON FILE has employees. N-20'1'1-036
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??? i:2K OF CAL 6 2011
GATE: RECREATION FACILITY USE AGREEMENT
O. Silly a C evas THIS AGREEMENT, made and entered into this?? day of YY1G1rC?2011 by and
between DISCOVERY SCIENCE CENTER OF ORANGE COUNTY, a California non-profit
public benefit corporation (hereinafter "User"), 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_ User wishes to utilize portion of the Santa Ana Zoo at Prentice Park to provide summer
camp programs to children including residents of the City of Santa Ana_
B_ City is willing to allow use of portions of the Zoo for such purposes in conformance with
the terms of this Agreement, including Exhibit A to this Agreement.
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:
GRANT OF PERMISSION
City hereby grants User the right to utilize the Santa Ana Zoo at Prentice Park to operate
an educational summer camp for children ages 5-10 years old, as set forth in Exhibit A, attached
hereto. Such use shall be and remain subject to the use of the property by City, and its invitees,
as a zoo facility open to the public. User agrees to provide said summer camp in compliance with
all requirements du•ected by the Zoo Director and the Executive Director of Parks, Recreation and
Community Services-
2. COMPENSATION
City will make the zoo facility available to User in exchange for $25 per student to the
City, due and payable the week after each week of camp concludes.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2011, unless terminated earlier in accordance with Section 11, 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.
INDEPENDENT CONTRACTOR
User 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 anemployer-employee relationship, a joint venture relationship, or to allow
the City to exercise discretion or control over the professional manner in which User performs the
services which are the subject matter of this Agreement; however, the services to be provided by
User shall be provided in a manner consistent with all applicable standards and regulations
governing such services. User 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
Prior to undertaking performance of work under this Agreement, User shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. User shall maintain commercial general
liability insurance which 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 User'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-
Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance
programs maintained by the City; and (c) contain standard separation of insureds provisions.
b_ Business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. Iri accordance with the provisions of Section
3300 of the Labor Code, User, if User 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, User 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 User pursuant to
this section:
(i) User 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 User 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.
INDEMNIFICATION
User agrees to and shall indemnify 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 health, and claims for property damage, which may arise from the
direct or indirect operations of the User 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.
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. The User 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 challenging the validity of this Agreement, or 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_ CONFLICT OF 1NTEREST CLAUSE
User 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.
8. 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
Fax 714- 647-6956
With copies to: Executive Director of Parks, Recreation and Community Services
City of Santa Ana
26 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702
Fax 714-571-4221
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 647-6515
To User: DISCOVERY SCIENCE CENTER OF ORANGE COUNTY
2500 N Main Street
Santa Ana, CA 92705
Attn: Janet Yamaguchi, VP, Education
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 eti'ective 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-
9. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
User, 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 User. 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 User 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.
10. ASSIGNMENT
User 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.
11. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination-
12. DISCRIMINATION
User 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. User affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
13. 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.
14. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terns of this Agreement.
b. 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: APR 6 2011 1119171-)
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
L/?fa Sheedy
Assistant City Attorney
CITY OF SANTA ANA
- ?L
DAVID N. REAMDAVID N. REAMMIVI --1
City Manager
RECOMMENDED FOR
APPROVAL:
GERARDO MOUET
Executive Director - PRCS
DISCOVERY SCIENCE CENTER
OR ORANGE COUNTY
JANET YAMS CHI ?-
VP Education
EXHH3IT A
SCOPE OF SERVICES
The User will provide the City with up to six weeks of summer day camp instruction,
"Zoo Camp", at the Santa Ana Zoo at Prentice Park in the numbers, ages and dates set forth
below:
Maximum number of campers Age of campers Week of
15 5-6 July 4, 2011
30 5-6 July 11, 2011
__ 30 7-10 July 18, 2011
30 7-10 July 25, 2011
30 7-10 __ Aug 1, 2011
30 7-10 Aug 8, 2011
30 5-6 Aug 15, 2011
30 5-6 Aug 22, 2011
User shall have the responsibility to set programming for each camp, in consultation with Zoo
staff. Zoo staff and User shall designate in writing any limitations on use of certain portions of
the Zoo.
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BELOW. ,THIS.CERTt FICATEOF.INSURANCE DOES-NOT CONSTITUTE A?CONTRACT BE7?I?IE?I. THE.,'.IS$WNG?INSURER(S); AUTHORIZED
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the terms and eondiUtxls of the policy, certain policies may require ?1?eriLyEfibemeht A afatement on this certificate does not confer rights to the
certificate holder In Ilea of such endorsements .
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Santa Ana, CA 92705 tatsuRER D: TRAVELERS CASUALTY & SURETY CO
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COVERAGES CERTIFICATE NUMBER. REVISION NLIMHF Re
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.- -NOTWITHSTANDINCa ANY RE QUIREMENT. TERM OR CONDITION OF ANY.CONTRACT OR OTHER DOCUME NT .WITH-RESPECT-TO WHICH THIS
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DESCRIPTiOiL OF OPERATIONS / LOCATONS /VEHICLES (Attach ACORD 101, Atl4ltlonal Remsrka 8chsdula. H more apace m requ Vad)
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General Liability ae reQUired by vrittea contract.
IE RTI FICATE HOLDER - -- ?? _ `" -"'? CANCELLATION
ity of Santa Ana ?
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN
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y ACCORDANCE WITH THE POLICY PROVISIONS.
825 w Civic Center Dr
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ante Ana, CA 2703 AUTNORIZEDiREPRESENTATyE
®'1988-2009 ACORD CORPORATION. All rights reserved
4CORD 25 (2009/09) The ACORD name and logo are registered merits of ACORD
TRAVELERSJ?
CHANGE EFFECTIVE GATE: 01-27-11
CHANGE ENDORSEMENT NUMBER: 0005
Ona Tower Square, Hartford, Connecticut 06183
CHANGE ENDORSEMENT
Named 2naured:
DISCOVERY SCIENCE CENTER
Policy Number: P-630-0232L645-TCT-10
Policy Effective Date: 12/15/10
Issue Date: 02/28/11
Additional Premium $ 941
INSURING COMPANY:
THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT
Effective from 01/27/11 at the time of day the policy becomes affective.
THIS INSURANCE IS AMENDED AS FOLLOWS:
THE COMMERCIAL GENERAL LIABILITY COVERAGE PART 2S AMENDED A3 FOLLOWS:
AMENDING CG D4 11 04 OS - ADDL SNSD-DESIG PERSON OR ORGANIZATION AS PER
ATTACHED.
NAME AND ADDRESS OF AGENT OR BROKER:
SEABURY & SMITH-CBC NPB (CHG22)
PO SOX 659520
3AN ANTONIO, TX 782659520
COUNTERSIGNED BY:
Authorized Representative
DATE:
IL TO 07 09 87 PAGE 1 OF 1
OFFICE: DIAMOND BAR
TRAVELERS J?
CHANGE EFFECTIVE DATE: 01-27-11
CHANGE ENDORSEMENT NUMBER: 0005
POLICY NUMBER: P-630-0232L645-TCT-10
EFFECTIVE DATE: 12-15-10
ISSUE DATE: 02-26-11
LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBSRS
THIS LISTING SHOWS THE NUMBER OF FORMS,, SCHEDULES AND ENDORSEMENTS
BY LINE OF BUSINESS.
IL TO 07 09 87 CHANGE ENDORSEMENT
IL T8 O1 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS
COMMERCIAL GENERAL LIABILITY
CG D4 11 04 08 ADDL IN3D-DSSIG PERSON OR ORGANIZATION
IL TS 01 1 O 93 PAGE i 1 OF 1
COMMERCIAL GENERAL LIABILITY
POLICY NUMBER; p_630-0232L645-TCT-10 ISSUE DATE: 02-28-11
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -DESIGNATED PERSON OR
ORGANIZATION
This endorsement modifies insurance prov[ded under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Additional Insured Person(s) or Organization(s):
THS CITY OF SANTA ANA, AND THE CITY OF SANTA ANA, LOCATED AT 20 CIVIC
CENTER PLAZA, SANTA ANA, CA 92701
Section II -Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s)
shown in the Schedule, but only with respect to liability for "bodily Injury", "property damage", "personal injury" or
"advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting
on your behalf:
A. In the performance of your ongoing operations: or
S. In connection with your premises owned by or rented to you.
CG D4 11 04 OS ®2008 The Travelers Companies, inc. Page 'I Of 1
Includes the copyrighted malartal of Insurance Services Offtce, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
OTHER INSURANCE -ADDITIONAL INSUREDS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PROVISIONS
COMMERCIAL GENERAL LIABILITY CONDITIONS
(Section IV), Paragraph 4. (Other Insurance), is
amended as follows:
1. The following is added to Paragraph a. Primary
Insurance:
However, if you specifically agree in a written con-
tract or written agreement that the insurance pro-
vided to an additional insured under this
Coverage Part must apply on a primary basis, or
a primary and non-contributory basis, this insur-
ance is primary to other insurance that is avail-
able to such additional insured which covers such
additional insured as a named insured, and we
will not share with that other insurance, provided
that:
b. The "personal injury" or "advertising injury" for
which coverage is sought arises out of an of-
fense committed
subsequent to the signing and execution of that
contract or agreement by you.
2. The first Subparagraph (2) of Paragraph b. Ex-
cess Insurance regarding any other primary in-
surance available to you is deleted.
3. The following is added to Paragraph b. Excess
Insurance, as an additional subparagraph under
Subparagraph (1):
That is available to the insured when the insured
is added as an additional insured under any other
policy, including any umbrella or excess policy.
a. The "bodily injury" or "property damage" for
which coverage is sought occurs; and
CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1