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HomeMy WebLinkAboutSANCHEZ, NORA 1 -2015City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Z 4 AUG 2 t PM 4! S B Please complete this form when the attached agreement and all CITY OF S NTA ANA amendments (if any) are no longer in effect. CLERK OF. ICOUNCIL Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No N-2016-011 was com feted on p lIp�Oj and final payment has been made. (List all amendments. Use space below if needed.) Department: pRC , , Phone/Ext.: Liam Signature: — Date: �1�a I Rc tq Revised 10-31-12 INS0 llAt VE, ON, OLE WORK ACM "OCEEO [fNTiL URANSE—/SR CLCRK OF COUNCI� ��r\ THIS AGREEMENT made and entered into this I" day of January 2015, by and between Nora Sanchez (hereinafter "Provider") 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 RECREATION SERVICES AGREEMENT N-2015-011 A. The City desires to retain an instructor to teach Tiny Tots classes for preschool children in its leisure class program. B. Provider represents that Provider is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Provider represents that it is knowledgeable in its field and that any services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected. 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: SCOPE OF SERVICES Provider shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION In consideration for the right to provide the programs set forth in Exhibit A, Provider agrees to pay the City twenty percent (20%) of all gross revenue received from program participants. Payment by Provider shall be made within thirty (30) days following completion of each class. Compensation shall not exceed Twenty -Five Thousand Dollars ($25,000.00) annually. 3. TERM 01� This Agreement shall commence on January 1, 2015 and terminate on December 31, 17, unless terminated earlier in accordance with Section 1.2, below. The Term of this ' Agreement may be extended upon a writing executed by the City Manager and the City - Attorney. 4. INDEPENDENT CONTRACTOR Provider 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 manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider 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, Provider is not an agent, representative or employee of City and Provider shall have no authority to act on behalf of the City, 5. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance. Provider 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 Provider'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) ba primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of inswed's provisions. b. Worlcer's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Provider, if Provider 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, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Provider pursuant to this section: (i) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be fnnushed to the City upon execution of this Agreement and shall be approved in form by the City Attorney, (U) 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. d. If Provider 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 affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider 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 Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers, 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 Provider 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 Provider 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. CONFLICT OF INTEREST Provider 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. S. LIVE SCAN BACKGROUND CHECK Providers in contact with minors under eighteen (18) years of age shall arrange for and submit to a Live Scan electronic background check for criminal history available through the California Department of Justice as a condition of this Agreement and provide proof of compliance prior to performing services hereunder. 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 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 copy 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 Telefacsimile (714) 571-4211 To Provider: Nora Sanchez 15681 S. Myrtle Ave. Tustin, CA 92780 Cell # (714) 273-0888 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 Provider, 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 Provider. 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 Provider or 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 is not embodied herein. 11. ASSIGNMENT/SUBSTITUTES a. Assignment. The experience, knowledge, capability and reputation of Provider were a substantial inducement for City to enter into this Agreement. Therefore, Provider 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. Provider must personally teach at least seventy-five percent (75%) of its offered classes. b. Substitutes. In the event Provider is not able to teach a class due to illness or some other cause beyond Provider's reasonable control, Provider must procure, at its sole expense, a qualified substitute instructor to teach the class at its regular time and place. Provider shall ensure that substitute instructors comply with the City's insurance and live scan requirements contained herein. Provider must immediately notify the City of the substitute instructor's name, qualifications, address and phone number. If Provider cannot procure a qualified substitute and the City is unable to assist in this regard, then the class shall be canceled and a make-up class must be added to the session. Provider must notify participants as soon as possible of any class cancellation and make-up class. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. Termination or cancellation of classes by the Provider must be given to the City at 4 least thirty (30) days prior to termination/cancellation, Failure to provide adequate cancellation notice to the City may put future contracting of business with the City at risk and will result in the City's retention of ten (10%) percent of the final payment to Provider. 13, AISC]RE"INATION Provider 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, tannination or other employment related activities. Provider 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 detemuned 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. LICENSES Provider shall, throughout the term of this Agreement, maintain all necessary licenses, Permits, approvals, waivers, and exemptions accessary for the provision of the services herounder 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, 16. SEVERABILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court ofeompetent jurisdiction, such invalidity or unenfbrceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 17. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fiilly set forth in. the body of this Agreement, 18. AUTHORITY' The person(s) executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that be so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement, IN WYI'NESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 7V MARIA, D. HUIZA Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 44STOI�CK Assistant City Attorney RECOMMENDED FOR UERARDO MOUET Executive Director of Recreation and Conics no Services Agency CITY OF SANTA A CA'"Z'C5 DAVID CAVAZOS C City Manager PROVIDER: RA CH—EZ Exhibit A SCOPE OF SERVICES— Nora Sanchez— Tiny Tots w/Nora A. Provider shall conduct Tiny Tots classes for preschool children aged 3-4 years. B. Provider shall conduct Tiny Tot classes for preschool children aged 4-5 years, C. Tiny Tots class is Monday through Thursday, 3 hours per day - $120/monthly D, Classes shall be 4 days a week, September through June, November and December shall be 3 week session due to the holidays. E. Provider shall work with City staff in setting a schedule for classes, including the location, specific days and hours when class will be held and holidays to be observed. F. Provider shall provide materials, supplies, equipment, records and personnel. Provider shall be responsible for cleanup of the facilities and materials and shall ensure the safety and effectiveness of instruction. G. If Provider allows others to teach his/her class, those teachers must be over 21, have obtained and maintain an instructor rating, and be covered by Provider's insurance, Provider shall provide City with documentation to verify instructor and insurance requirements. CLASS SIZE -REGISTRATION A. The minimum number of registered and paid participants is s children per class. The maximum is 25, B. In the event the minimum number of enrollees is not realized by the first class, the class may be cancelled by mutual agreement of Consultant and City. In such event, no compensation shall be owed Consultant. FEES A. The class is $120,00 per session for Tiny Tots participants; $120.00 per session for Tiny Tots Play & Learn participants. No refunds shall be made to participants unless the class is cancelled as set forth above. Anticipated class revenue not to exceed $25,000 annually. B. Preregistration prior to the beginning of the session is mandatory. C. A $20hnonth material fee is payable to instructor. D. City shall register and collect fees from each participant in the class during the period of registration. City shall pay Consultant eighty percent (80%) Of the total fees collected each month, City shall retain twenty percent (20%) of the fees collected as an achninistrative fee E. City shall be entitled to audit Consultant's records to ensure compliance with this Agreement. F. Only registered and paid participants may participate' in class. EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2015-10 CERTIFICATE OF INSURANCE SPECIAL EVENT LIABILITY PROGRAM PRODUCER PUBLIC ENTITY (ADDITIONAL INSURED) Alliant Insurance Services, Inc. in conjunction with City of Santa Ana Apex Insurance Services 20 Civic Center Plaza P. O. Box 6450 Santa Ana, CA 92701 Newport Beach, CA 92658 License No: OC 36861 NAMED INSURED (EVENT HOLDER): EVENT INFORMATION: Nora Sanchez TYPE: _ Preschool/Daycare 15681 S. Myrtle Avenue DATE(S): 01/13/15—12/31/15 Tustin, CA 92780 LOCATION: El Salvador Center *Liquor Liability Yes ❑ No **Liquor Liability after 12 am ends before 2 am ❑ This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless amended as described in Special Conditions. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: SEP41017 MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2015 EXPIRATION: JANUARY 1, 2016 COMMERCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE General Aggregate Limit $ 2,000,000 Products & Completed Operations 1,000,000 SPECIAL, CONDITIONS: Personal & Advertising Injury 1,000,000 The following endorsements attached to Each Occurrence Limit 1,000,000 the Master Policy do not apply to this Damage To Premises Rented To You (Any One Premises) 100,000 Certificate Of Insurance. Medical Payments (Any One Person) 5,000 Liquor Liability (If purchased) 1,000,000 Optional Limits Purchased ❑ $1,000,000/9,000,000 ❑ $2,000,000/$2,000,000 Damage To Property (If purchased) The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event. OTHER ADDITIONAL INSUREDS CANCELLATION. Should the above described policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. AUTHORIZED REPRESENTATIVE: DATE ISSUED: January 13. 2015 by Briza Morales