Loading...
HomeMy WebLinkAboutSAFETY DRIVER'S ED 3 -2015A RN City of Santa Ana -* Clerk of the Council 11 AGREEMENT TERMINATION FORM COTC Office Use Only I019 Akl�1- p)q f ........................... Please complete this form when the attached agreement and all CITY OF SANTA ANA amendments (if any) are no longer in effect.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 2LC4xk `wLZY1x&l l N-2015-056 No. was completed on (List all amendments. Use space below if needed.) Revised 08-23-10 1,22olaon and final payment has been made. Department: P It( ,sA Phone/Ext.: Lid �q Signature: Date: INSURANCE ON FILE 2045-D56 WORK MAY PROCEED UNTIL INSURANCE.' EXPIRES CLERK OF COUNCIL DATE; bra 2 3 2015 SERVICES AGREEMENT ms Cod /J THIS AGREEMENT is made and entered into this 13t1z day of April 2015, by and (.t2th between Safety Driver's Ed, a limited liability company ("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 ("City"). RECITALS A. The City desires to retain a service provider having special skills, resources and knowledge to provide an on-line, interaetive, educational course for driver education, in accordance with the guidelines set by the California Department of Motor Vehicles. B, Provider represents that Provider is able and willing to provide such services to the City. C, In midertaking 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: A. SCOPE OF SERVICES Provider shall perfonv 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 from program participants. Total revenue to Provider shall not exceed $25,000 annually. Payment to Provider shall be made within thirty (30) days following completion of tile last class taught by Provider that month. City shall be responsible'for collecting all fees from program participants. Provider shall not collect fees but will refer all interested participants to City for registration information. Provider agrees that City shall retain thirty percent (30%) of all gross revenue received from program participants as an administrative fee, 3. TERM This Agreement shall be for two (2) years, commencing on July 1, 2015 and ending on June 30, 2017, unless terminated earlier in accordance vvith Section 12 below. 4. INDE;PENDENT CONTRACTOR Provider shall, doming the entire term of this Agreement, be construed to be an indt-pendent 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. S. 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 and $2,000,000 in the aggregate. 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 insured's provisions. b. Worker's Compensation hisurance. 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 tinder this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. e. 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. (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. tenninate 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. 2 6. INDEMNIFICATION Provider agrees to and shall defend, indemnify and hold harnnloss the City, its officers, agents, employees, contractors, 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 death, 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 arising by reason of the terns 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. 8. LIVE SCAN BACKGROUND CHECK Providers, and any employees, subcontractors or substitutes, in contact with minors rider 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 fax 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 Fax (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 Fax (714) 571-4211 To Provider: Safety Driver's Ed, LLC 1070 A Street, #2 Hayward, CA 94541 Attw Erika Denise Vieyra Fax (510) 886-4408 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 fax, 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. FYCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the eventt 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 slid 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 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. 12. TERMINATION a. This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Provider shall be entitled to receive, and City shall pay Provider, compensation for all services rendered prior to the effective date of termination. b. 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. 01 13. RECORDS Provider shall keep any other records in connection with the work to be performed under this Agreement and shall, permit City, upon request, to review such records for a period of three (3) years from the date of final payment to Provider under this Agreement. 14. 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, teaching, 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 and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executedand delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the eta -uses 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 Agrecrnent. 16. 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 required by the laws and regulations of the United. States, the State of California, the City of Santa Ana and all other governmental agencies. 17. SE+'VERABILffY 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 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. 18. EXHIBITS All Exhibits, referenced herein and attached hereto shall be incorporated as if frilly set forth in the body of this Agreement. 19, AUTHORITY The persons) 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. -- signature page follows -- TN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: /Maria D. Hulzar 10 Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney I By: John Assistant City A tto rney RECOMMENDED FOR APPROVAL: GERARDO OlUET Executive Director of Parks, Recreation and Community Services Agency CITY OF David Cavazos City Manager PROVIDER: ANA Erika Denise Vleyra Owner Safety Driver's Ed, LLC Exhibit A SCOPE OF SERVICES — Safety Driver's Ed A. Provider will provide an online, interactive, educational course for driver education in accordance with the guidelines set by the California Department of Motor Vehicles. This course is required for teenagers 15+ years old to obtain their learner's permit. B. Provider shall teach driver's education classes (1) at the times below or (2) on a schedule otherwise agreed upon by the parties for each class session or term, including the specific days and hours when classes will be held and holidays to be observed, in accordance with the City's needs. M Sessions to be available daily, 24/7; on-line only C, Provider will provide and be responsible for equipment, records, personnel, facilities and materials necessary to ensure the safety and effectiveness of instruction. CLASS SIZE Class must have a minimum of 1 paid student and no more than a maximum of 99. CLASS FEES A. Each participant shall pay class registration fees as established by City. B. Provider may not waive class participation/registration fees. C. Only registered participants may participate in class. D. Any refunds to participants will be made in accordance with City policy. Client#: 62862 14BAYAREADRI ACORD_ CERTIFICATE OF LIABILITY INSURANCE DATE (MMID DIYYYY, 3I1112015 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(los) 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 Had of such endorsement(s). PRODUCER CONTACT NAME: _ ____ __ J. Smith Lanier & Co, -Atlanta 1�PHONE _ - - FAX ,Noy Ext) 770 476.1770 M Nop_770 476 3651 - 11330 Lakefield Drive EMAIL -- A.DREss Bid 1, Suite 100 D 9 INSURER(S) AFFORDING COVERAGE NAICN Duluth, GA 30097 INSURER A. Philadelphia Indemnity Insuranc 18058 INSURED INSURERS Henry Ramirez dba Bay Area Driving; -- —"-- `— INSURER C; Driving School Safety Drivers Ed LLC '. INSURER D INS 1070 A. Street - -. INSURER E: Hayward, CA 94541 ' INSURER F: COVFRAGFS CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. TR - I- - AOOL SIIBR' PMWOYEFF I POLICVEXP TYPE OF INSURANCE LIMITS LTR INSR WVD POUCV NUMBER MMIDDIYYYY MMIDOIYYYYI A `__ GENERAL LIABILITY -'. PHPK1252499 11101/2014111101/2011 EACHOGCURRENCE S1,000,000 XI COMMERCIAL GENERAL LIABILITY '.IDAMAGE 5IERENTED ncei 13100,000 CLAIMS -MADE I xr OCCUR MED EXP(Any one pe,s n) C PERSONAL & AOV INJURY $1 00O 000 00,000 GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: XPOLICYI— PRO PRODUCTS-COMPIOP AG00,000 ts5 A AUTOMOBILE LIABILITY PHPK1252499 COWSINED SINGLE LIMIT 11/01/2014'11/01/2019 EoaBINED ,000_vXI ANV AUTOBODILY INJURY (Par parson S .. ... r_ S _ _ _� —1 !t�HIRED AUTOS ALL OWNED SCHEDULED - NON -OWNED AUTOS �t AUTOSacdent]__ BODILY INJURY (Per accident) PROPERTY DAMAGE _.L. r UMBRELLA LIMB F OCCUR ''I EACH OCCURRENCE S EXCESS LIAB ' AGGREGATE 5 _ DED RETENTIONcCLAIMDMADE S _ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN _ OFFICERIMEMBEER EXCLUDEDXECUTIVE1 1 NIA (Mandatory In NH) �I —r WC STATU- OTH. TORY L FR E.L. EACH ACCIDENT E-L DISEASE`- EA EMPLOYEE I� IS S I $ _ I(yyes, deecdbe under ''. . DESCRIPTION OF OPERATIONS below E.L. DISEASE-PDLICY LIMIT _. _T DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101. Additlenai Remarks Schetlule, it more space Is required) The City of Santa Ana, Its officers, Employees, Agents and Volunteers are Included as additional is y' per written contract but only with respects to the general liability insurance and subject to tf provisions and limitations of the policy. `.• r,'r"" ; �� The City of Santa Ana 20 Civic Center Plaza RI. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701.4058 AUTHORIZED REPRESENTATIVE Ad ©19 8- ACORD 25 (2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2558462/M2419080 CORPORATION, All rl is Fill POLICY NUMBER: IIHPKI252499 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations he City of Santa Ana is Officers, Employees, Agents and olunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations, A. 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" or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the local designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to "bodily injury" or "property damage" occurring after. 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. _ AoN4ed by i CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2