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HomeMy WebLinkAboutCLIMB IT 2-2016City of Santa A--j Dt5✓ l.iz .... Clerk of the Coun..d coTc Office Use Only AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all 2020 FEB -gib pM q: amendments (if any) are no longer in effect. 22 Note: If your agreement is grant related, please ensure that all grant retention requirementC I T Y OF W n N TA A NA have been satisfied prior to signing the termination form. CLERK OF COl)NeJ(E Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2016-037 was completed on q lag 180jo and final payment has been made. (List all amendments. Use space below if needed.) (���� Department: PRCfEA Phone/Ext.: Lizc\ Signature: Date: q IRjWill Revised: 01-07-16 INSURANCE NOT, ON FILE N-2016-037 WORK MAY NOT PROCEED CLERK OF COUNCIL :6 DATE- 0 � .L 201s FECS 0��111 AMUSEMENT DEVICE PROVIDER AGREEMENT �� (u ?THIS AGREEMENT is made and entered into this 111" day of February, 2016, by and - — between Climb It ("Provider") -and -the City of Santa Ana; a charter -city and municipal corpoiatioh_.-- organized and existing under the Constitution and laws of the State of California ("City") RECITALS A. The City desires to retain a provider to supply one mobile Rockwall for the City's Ilia de los Ninos Children's Book Day event to be held on April 23, 2016, in Santa Ana C'Event"). 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 fumish one (1) mobile Rockwall and one (1) attendant as more fully described in Exhibit A attached hereto and incorporated by reference, City grants Provider the right to enter its property for the purpose of delivery, set -rip, and pick-up. The Rockwall shall be set up and ready for operation by 10:00 a.m. on April 23"' at a location to be specified by City and shall be disassembled and removed by Provider at the conclusion of the Event. 2, COMPENSATION a. City agrees to pay, and Provider agrees to accept as total payment for its services the amount of Six Hundred Twenty -Five Dollars ($625.00). The cost is identified in Exhibit A, attached hereto and incorporated by reference. b. Payment by City shall be made within thirty (30) days following receipt of a. proper invoice evidencing work performed, subject to the City's accounting procedures. Payment need not be made for work which fails to meet the standards of perforrance set forth in the Recitals which may reasonably be expected by the City. 3. TERM This term of this Agreement shall commence on April 23, 2016 and end on April 24, 2016, unless terminated earlier in accordance with Section 11 below. Page 1 e1'77 4, INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an _ —inde endent contractor and not an emn to ee ofthe City. This A — p p Y Y greerrxren�is not intended rior slia�l 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 iniury, 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, including coverage of sexual misconduct. 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; (c) contain standard separation of insured provisions; and (d) contain a waiver of subrogation. b. Worker's Compensation Insurance. In accordance with the provisions of California state law, 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 furnished to the City upon execution of this Agreement and shall be approved in form by the City. Page 2 of 7 (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 night 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 defend, indemnify and hold harmless 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 negligent acts or 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 I 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 personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arising 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 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. 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 Facsimile (714) 647-6956 Page 3 of 7 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 571-4211 To Provider: Climb -It Mobile Rock Climbing 2565 Royal Crest Drive Escondido, CA 92025 Telephone (760) 519-7951 Email 1 giekaliyas�om 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. 9. EXCLUSIVITY 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 agreenucauts, 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. 10, ASSIGNMENT The experience, knowledge, capability mud 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 mill and void. Page 41 of 7 11. TERMINATION ----Thig-Agreemem-maybe terrriinated by the City upon 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, 12. RECORDS Provider shall keep records and invoices in connection with the work to be performed under this Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to City under this Agreement. Provider shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to City under this Agreement, 13. NON-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 or in connection with any activities under this Agreement. 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. 15. 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. 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 interpreted to carry out the intent of the parties hereunder, Page 5 of 7 17. EXHIBITS All Exhibits referenced herein and attached hereto shall be incorporated as if fully 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 by 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. HIJTZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:kjIN�F��- w . ACittorney RECOMMENDED FOR APPROVAL: vu GERARDO MOUET Executive Director of Parks, Recreation and Community S Agency CITY OF SANTA ANA I DAVID AVAZ S Ze�y City Manager PROVIDER: CLIMB IT "Kalivas BBrine Owner Page 6 of 7 Exhibit A SCOPE OF SERVICES VENDOR INFORMATION - Climb It EVENT: Dia de los Ninos Children's Book Day SERVICE DATE: April 23, 2016 COMPENSATION DUE TO THE VENDOR: $625.00 DESCRIPTION: Climb It will be supplying one mobile Rockwall that will be used by visitors of the event. The mobile Rockwall will have one (1) attendant for the duration of the Dia de los Ninos Children's Book Day event taking place on April 23, 2016, The mobile Rockwall is a stand still activity, there are no games associated with them. Climb It has previously participated in the same event. Set up/teardown --Event will setup on Saturday morning, April 23, 2016 at I O:OD a.m. and tear down Saturday afternoon at 2:00 p.m. Open Hours — Event will open at 11:00 a.m. and close at 2:00 p.m, Page 7 of 7 ACC> DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 10/22/2015 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(iles) 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 CONTACT NAME, Escobar CISR. ............. _._ _ James G Parker Insurance Associates PHONE (559)222-7722 FAX (559)222-1724 AIC. No :, License #0559959 EMAIL ADDRESS: sescobar@ 74P m arker,co P O Box 3947 INSURER(S) AFFORDING COVERAGE NAIL N ._._.... ............._`---'- Fresno CA 93650 INSURERA:Soottsdale Indemnity Comp amn r 15580 INSURED ......--_. ..._,-._._.._-._-._. ...._ .. INSURER B : Katie Kalivas dba Climb It INSURER C ; ......... ........... __-___._ 303 W Citracado Pkwy Unit 5 INSURER D: Escondido CA 92025 1 INSURERF: C0VFRA(-,FS rFRTIFIrATF NI IMRFP-l5-l6 GL/Partic Liab RFVIAIr)M III IMRFR^ 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, TERMOR 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. ._....... INSR LTR TYPE OF I'.NSURANCE A1DDL R SUf1R POLICY NUMBER. POLICY SERF.. MMIDDIYYYY . Jlid—C I( EXP:. MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE. $ 1,000,000 X COMMERCIAL. GENERAL LIABILITY PREMIDAMAGE TO RENTED PREMISES Ea occurrence $100,000 A CLAIMS -MADE — OCCUR CPS2211564 7/13/2015 7/13/2016 MED EXP (Any one person) $ 5,000 PERSONAL &. ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN L AGGREGATE LIMIT APPLIES PER., PRODUCTS - COMPIOP AGG $ 2,000,000 X POLICY PRO- LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED DULEO AUTOS ..,... AUTO NON -OWNED BODILY INJURY (Per accident) $ PROPERTY DAMAGE m_ ....-.-_.. $ --,. HIRED AUTOS ...... AUTOS - �+y y ac Per cident UMBRELLA LIAR OCCUR r� `6u EACH OCCURRENCE EXCESS LIAB ... ✓ C AGGREGATE _....,...- .-I $CLAIMS- BED $ WORKERS COMPENSATION AND EMPLOYERS" LIABILITY YIN y 4 `✓ WC STATU ....-TGF-Y-UI I ER E.L. EACH ACCIDENT ANY PROPR,IETOR�PARTNER✓EXECUTIVE 00 OFFECERfMEM BER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYE $ (Mandatory In. NH) If yes describe under ..... ... DESCRIPTION OF OPERATIONS belaw E.L. DISEASE - POLICY LtlMIT A Participant Liability PS2211564 7/13/2015 7/13/2016 Percccurence __.. $25 000 Aggregate $ 5 0, 0 0 0 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Adddtlanal Remarks Schedule, if more space is required) City of Santa Ana, Its Officers, Agents, and Employees are named as additional insured as respects general liability and per form CG2026 attached, CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Its Officers, Agents and Employees AUTHORIZED REPRESENTATIVE. Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 James Parker I,IIfSCG ,t✓„�.�' ACORD 25 (2010/05) @ 1988-2010 ACORD CORPORATION. All rights reserved. IN."25 ommnnr,) n5 Tha AI"`f1Rf"f nama a,nrl Innn srn rnni'elnrnrl m�eit= r f Af`1`10rl POLICY NUMBER: CPS2211564 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization(s): City Of Santa Ana, It's Officers, Agents and Employees Attn: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 I Information required to complete this Schedule, if not shown above, will be shown in the Declarations, I A. Section III — 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 your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance Of Your ongoing operations', or 2. In connection with your premises owned by or rented to you. 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 is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement-, or 2. Available under the applicable Limits of Insurance shown in the Declarations-, whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. ige%J,\eNN CG 20 26 04 13 0 Insurance Services Office, fnc., 2012 Page 1 of 1 'WQRXERS� COMPENSATION DECLARATICYN I W'k hereby affirm under penalty of perjury, the (Narne/Tide) following declaration: I certify on behalf of —0J i Mb -— --- that during the term of my (ConsuftmVCompany Name) contract for 006�k services with the City of Santa Ana, I will compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith WINNER I DATE By: Vo—,::7— Name: CAfWne- I VOLS Title, Ovi Tel phone: WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO C111MINAL PENALTIES AND CIVIL FINES UP TOONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNIEY'S FEES.