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HomeMy WebLinkAboutTAKE THE STAGE PRODUCTIONS 1City of Santa Ana 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AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect.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 AM 2 I PM u. c €t TY Or SANTA ANA LERK OF COUNCIL No. N-2015-037 was completed on GAOWC,and final payment has been (List all amendments. Use space below if needed.) Department: Phone/Ext.: Signature: Date: Revised 10-31-12 INSURANCE ON FILE WORK MAY PROCEED UNTIL. INSURANCE EXPIRES Me-3 e- J-5 CLERK OF COUNCIL DATE .312015. RECREATION SERVICES AGREENIENT N-2015-037 0. p RC,S( 1) TFUS AGREEMENT made and entered into this 3 1 " day of March 2015, by and between Take The Stage Productions, (hereinafter "Provider") and the City of Santa Ana, a charter city and ;Q/v municipal corporation organized and existing under the Constitution and laws of the State of IC&W California (hereinafter "City"). RECITALS A. The City desires to retain a recreation service provider having special sldlls, resources and knowledge in the field of stage performance, to provide instruction in the City's 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 THERE IFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions bereinafter sat forth, the parties agree as follows: 1. 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, City agrees to pay the Provider seventy percent (70%) of all gross revenue received ti°om program participants. Anticipated revenue from this class shall not exceed S25,000 annually. Payment to Provider shall be made within thirty (30) days following completion of each class. 3. TERM This Agreement shall cormnence on March 31, 2015 and terminate on June 30, 2016, unless terminated earlier in accordance with Section 12, below, The terra 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 terra 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-employce 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 insurranoc as described below: a. Commercial General Viability Insurance. Provider shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising Rom 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 injuy, 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 insuued(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 insured's provisions. b, Worker'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 wader 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 furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (ii) 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 malce 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. 8. LIVE SCAN BACKGROUND CHECK Providers, and any employees or substitutes, 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 heremnder, 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 facsimile 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.Q. Box 1988 Santa Ana, CA 92702-1988 Facsimile (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 Facsimile (714) 571-4211 To Provider: Take The Stage Productions April Sigmam-Marx 6301 E. Vernon Street Long Beach, CA 92815 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 facsimile, 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 terins 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. Assigmnent. 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 (751/1o) 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 expertise, 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 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. DISCRIMINATION 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, termination or other employment related activities. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state avid 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 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. 1.5. LICENSES Provider 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 roq &ed by the laws and regulations of the United States, the State of California, the City of Santa Ana acid 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 of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be intenprcted to carry out the intent of the parties hereunder. 17. EXHIBITS All Exhibits referenced herein and attached hereto sball be incorporated as if fully set forth in the body of this Agreement. 18. AUTHORITY 'Die 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 WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. IIU[7AI2 Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: r "striayz Lisa Storck Assistant City Attorney RECOMMENDED FOR MOUET Executive Director of Recreation and Comrr Service CITY OF SANTA ANA DAVI ZOS City Manager AL: fake T ag Productions pril S ar -Marx ]Exhibit A SCOPE OF SF,RVICES-Take The Stage Productions A. Provider shall conduct various classes for children 1'/z - 12 years. B. Little Singers class will consist of 4 week sessions, held 1 day per week, 50 nxinutes per day- $44/per month, ages 4-6 yrs. A $5 material fee payable to instructor on first day of class. C. Young Singers class will consist of 4 week sessions, held 1 day per week, 55 minutes per day- $48/por month, ages 7-12 yrs. A $5 maternal fee payable to instructor on first day of class, D. You & Me Adventures in Storytelling class will consist of 4 week sessions, held I day per week, 45 minutes per day- $44/per month, ages I y2 -3 yrs. A $5 material fee payable to instructor on first day of etas& E. Storybook Stage Play Theater class will consist of 4 week sessions, held 1 day per week, 45 minutes per day- $44/per month, ages 5-9 yrs. A $5 material fee payable to instructor on first day of class. F. Hollywood Film making class will consist of 4 week sessions, held 1 day per week, 55 minutes per day- $48/per month, ages 7-12 yrs. A $5 material fee payable to instructor on first day of class. G. Broadway Star Musical Theater class will consist of 4 week sessions, held 1 day per week, 45 minutes per day- $44/per month, ages 5-9 yrs. A $5 maternal fee payable to instructor on first day of class. H. Provider will provide and be responsible for equipment, records, and personnel and clemnup of the facilities and materials necessary to ensure the safety and effectiveness of said instruction. 1. 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 Providers' insurance. Provider shall provide City with documentation to verify instructor and insurance requirements, CLASS SU-RL STRATION, 1, The minimum number or participants is 4 per class, the maximum is 12. 2. No registration will be accepted after the second week of classes, 3, hr the event the minimum number of enrollees is not realized by the second meeting of the class, the class slrall be canceled. Provider will be under no obligation to provide services and the City will have no obligations to pay Provider compensation. FEES I. Each participant shall pay a $44/$48 class registration fee per monthly session. Anticipated class revenue not to exceed $25,000,00 annually. 2. No refunds will be made to participants after the commencement of a session unless the class is cancelled by ` the City, 3. The City shall collect registration fees from each participant during the registration period. Provider shall not collect fees, but shall refer all interested participants to City for registration. 4. Provider shall receive severity percent (70°%) of the total fees collected each month. City and Provider agree that City shall retain thirty percent (30%) of the fees collected as an administration fee. 5. Provider agrees that City is entitled to audit: Provider's records and classes to insure compliance with this Agreement. 6. Provider may not waive class participation/registration fees. 7. City shall prepare class rosters and provide a copy to Provider. Only registered participants may participate in class. EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2015-30 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: Take The Stage Productions TYPE: Theatrical c/o April Sigman-Marx DATE(S): 04/01/15—12/31/15 6301 E. Vernon Street LOCATION: El Salvador Center Long Beach, CA 90815 *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 ❑ $1,000,00053,000,000 ❑ $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: March 20.2015 by Briza Morales EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 2016-26 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. 0, Box 6450 Santa Ana, CA 92701 Newport Beach, CA 92658 License No: OC 36861 NAMED INSURED (EVENTI IOLDER): EVENT INFORMATION: Take The Stage Productions TYPE: Theatrical c/o April Sigman-Marx ) �"- DATE(S): 01/25/16 — 12/31/16 6301 E. Vernon Street LOCATION: El Salvador Center Long Beach, CA 90815 *Liquor Liability Yes E] No Z J "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(ics) unless amended as described in Special Conditions. INSURANCE CARRIER: Evanston Insurance Company MASTER POLICY NUMBER: SEP41020 MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2016 EXPIRATION: JANUARY 1, 2017 ____ . ...... . .... ___" . .... . .. . .... ._ C.ONIMFIRCIAL GENERAL LIABILITY OCCURRENCE FORM DEDUCTIBLE: NONE General Aggregate Limit 2,000,000 ProdUCtS &Corripleted Operations 1,000,000 SPECIAL CONDITIONS: Personal & Advertising lrriUry 1,000,000 The following endorsements attached to Each OCCUrrence Limit ],000,000 the Master Policy do not apply to this Damage'To Premises Retired To You (Any One Premises) I 00,000 Certificate Of Insurance: Medical Payments (Any One Person) 5,000 Liquor Liability (If purchased) 1,000,000 Optional Limits Purchased F-1 $1,000,00053,000,000 El $2,000,00052,000,000 Damage To Property (if purchased) The limits of insurance apply separately to each event insured by this policy as it a sTZI; �olly 01F;i\1X]i4SlWtern issued for that event, OTHER ADDITIONAL INSUP�rW_ 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 25, 2016 by Briza Morales