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HomeMy WebLinkAboutDISCOVERY SCIENCE CENTER OF ORANGE COUNTY (4) - 2014City of Santa A I Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.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 647-1520 if you have any questions. The agreement with COTC Office Use Only JUL 19 P4 3: !^ 7 1TY OF SANTA ANA ;LERM OF COUNCIL No. N-2014-028 was completed on )) and final payment has been made. (List all amendments. Use space below if needed.) —•• me - rMIRMWe►3i L : 1i Phone/Ext.: L7 Signature: LT"'IM-0 Date: Revised 10-31-12 INIURANCE ON FILE gRK MAY PROCEED N-2014-028 UN%�Ns�sN/ H FIRES CLERK OF COUNCIL gA7E1 Jb%4 RECREATION FACILITY USE AGREEMENT ; o • THIS AGREEMENT, made and entered into this 6 day of January, 2014 by and Si1Y1 G between DISCOVERY SCIENCE CENTER OF ORANGE COUNTY, a California non-profit CAe' 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. 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. 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 priority 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 of 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, 2014, unless terminated earlier in accordance with Section 11, below. The term of this Agreement may be extended up to two additional one-year periods, at the option of the City Manager. The extension option shall be exercised in writing executed by the City Manager. 4. INDEPENDENT CONTRACTOR User shall, during the entire tern 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 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. 5. 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 and not contributory 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. In 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 fall 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. 6. 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 death, 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 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 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. CONFLICT OF INTEREST 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 fast 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 With copies to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box 1988 Santa Ana, California 92702 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 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 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. 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. it. 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 terms 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 - �MARL D. IIIUIZAR ✓� Clerk of the Council APPROVED AS TO FORM: �rLaura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MO Executive Director — PRCS CITY OF SANTA DAVID CAVAZOS City Manager DISCOVERY SCIENCE CENTER OR ORANGE COUNTY (Name) J T i/A'I CA6:-mCN t1 d/ICo PRESer�6�1/f ut� Exhibit A Scope of Services The User will provide the City with up to eight 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 Camp Week of 30 5-6 Zoo and You June 30, 2014 30 5-6 Zoo and You July 7, 2014 30 7-10 Zoo Camp July 14, 2014 30 5-6 Zoo and You July 21, 2014 30 7-10 1 Zoo Camp JuIV 28, 2014 30 7-10 Zoo Camp u 4, 2014 30 7-10 Zoo Camp Aug11, 2014 30 5-6 Zoo and You Auq 18, 2014 User shall have the responsibility to set programming for each camp in consultation with Zoo staff. User shall utilize Zoo areas as agreed between Zoo staff and User to provide summer camp education. In addition to the area approved for camp use, Zoo staff and User shall designate in writing: • Those areas which will be made accessible to User; and • Any limitations on use of those accessible areas. User agrees to restrict its campers from entering any portion of the Zoo which has not been designated for provision of the camp, and any other area as requested by Zoo staff. 271000 , CCIOR" CERTIFICATE OF LIABILITY INSURANCE TE DA 12/19/2013 (MMIDDNYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (818) 464-9300 Wells Fargo Insurance Services USA, Inc. - CA Lie*: OD08408 CONTACT NAME: PHONE AIC No : E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # 15303 Ventura Boulevard, AID Floor INSURER A: Federal Insurance Company 20281 Sherman Oaks, CA 91403-3197 INSURED Discovery Science Center of Orange County, Inc. INSURER B : Employers Compensation Ins Co 11512 INSURER C 2500 North Main Street INSURER D : Santa Ana, CA 92705 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 7025672 REVISION NUMBER: Sep. hP.InW THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INTR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDDIYYYV LIMITS A GENERAL LIABILITY X COM MERCIAL GENERAL LIABILITY CLAIMS -MADE 1XI OCCUR X 3600-1448 12115/2013 12/15/2014 EACH OCCURRENCE $ 1,000,000 DAMAGE TORE TED PREMISES IF, occurrence $ 300,000 MED EXP An one person) $ 10,000 PERSONAL$ ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $ 2,000,000 X POLICY PRO- LOC $ A AUTOMOBILE LIABILITY 7358-2541 12/15/2013 12/15/2014 COMBINED SINGLE UMIT Ea eccldent) 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Paramount) $ X NON -OWNED HIRED AUTOS X AUTOS PROPERTY DAMAGE Per accident $ A UMBRELLA LIAR Xd OCCUR 7989-0454 12/15/2013 12/15/2014 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ X EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE ❑ OFFICERIMEMBER EXCLUDED4 N (Mandatory in NH) NIA EIG1453813-01 vgC'r q'q SeryY'f'� V A.+U' .CyLL e. 4' 1 y 2A °` .WpY/(f" X WC STATU- OTH- TORV LIMITS E.L. EACH ACCIDENT $ 1,000,000 E.L DISEASE-EAEMPLOYEE $ 1,000,000 If yes, deecrlba under DE /f '! __ '(^ E. L. DISEASE -POLICY LIMIT $ 1,000,000 Lis sta Assistan City AMI r1o"v I DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CG 20 26 07 04 The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, its officers, employees, agents, volunteers and representatives are included as Additional Insureds for General Liability and defense of suits arising from the operations and uses performed by or on behalf of the Named Insured per the attached. Cancellation Notice to Scheduled Additional Insured also attached. The coverage is primary and non-contributory with other insurance held by the City. Separation of insureds applicable per the policy form. CERTIFICATE HOLDER CANCELLATION City Of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn: Risk Management THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana CA 92701 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) POLICY NUMBER: 3600-1448 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. • 1 ZU01 U1411111• ` This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART City of Santa Ana Attn: Risk Management 20 Civic Center Plaza Santa Ana CA 92701 The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, its officers, employees, agents, volunteers and representatives are included as Additional Insureds for General Liability and defense of suits arising from the operations and uses performed by or on behalf of the Named Insured per the attached. Cancellation Notice to Scheduled Additional Insured also attached. The coverage is primary and non-contributory with other insurance held by the City. Separation of insureds applicable per the policy form. Section 11 — Who Is An Insured is amended to in- clude as an additional Insured the person(s) or organi- zation(s) shown In the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, In whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 0 ISO Properties, Inc., 2004 Pago 1 of 1 0