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Annette Ware A2015-255 Agreement No. Azo l S -255 CONTRACT FOR INSTRUCTIONAL SERVICES BETWEEN THE CITY OF CHINO HILLS AND ANNETTE WARE This AGREEMENT is entered into as of the date last signed below, by and between the CITY OF CHINO HILLS, a general law city and municipal corporation ("CITY") and ANNETTE WARE, ("INSTRUCTOR"). 1. CONSIDERATION. A. INSTRUCTOR and CITY agree to abide by the terms and conditions contained in this Agreement; B. INSTRUCTOR agrees to provide the Services listed below; C. CITY will pay INSTRUCTOR 60% of the gross fees collected after a $4 administrative fee is deducted from each individual registered participant. 2. FACILITIES. CITY will provide the facilities needed to provide the Services below. 3. SCOPE OF SERVICES. A. INSTRUCTOR will perform instructional services related to FITNESS classes. B. Class schedules and minimum class size will be determined by the parties on a quarterly basis. C. Class Session Dates will be as follows: a. Winter Session — January 1st to February 20th b. Spring Session — February 21st to June 11th c. Summer Session —June 12th to August 20th d. Fall Session —August 21st to December 10th D. INSTRUCTOR will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all other matters whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the services required of INSTRUCTOR by this Agreement. 4. FAMILIARITY WITH WORK. By executing this Agreement, INSTRUCTOR represents that INSTRUCTOR has: A. Thoroughly investigated and considered the Policies and Procedures as Page 1 of 6 listed in Exhibit A; B. Carefully considered how the Policies and Procedures listed in Exhibit A should be performed; and C. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. 5. TERM. The term of this Agreement will be from January 1, 2016, to December 31, 2016. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Section 3 — Scope of Services. B. Termination as stated in Section 8. 6. TAXPAYER IDENTIFICATION NUMBER. INSTRUCTOR will provide CITY with a Taxpayer Identification Number. 7. PERMITS AND LICENSES. INSTRUCTOR, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 8. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. Notice of termination will be in writing. B. INSTRUCTOR may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. D. By executing this document, INSTRUCTOR waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. E. All contract classes advertised in the City News & Recreation Brochure are given a "life span" of two seasons, approximately six months, to meet their minimum enrollment. If, in two consecutive seasons, a class has not met the minimum enrollment, the agreement will be terminated by the CITY. The class may be re-evaluated at a future date based on the needs of the community. 9. INDEMNIFICATION. A. INSTRUCTOR indemnifies and holds CITY harmless from and against Page 2 of 6 any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, INSTRUCTOR will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by INSTRUCTOR as required by Section 12, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by INSTRUCTOR pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. E. To pay for medical bills for personal injury/illnesses. 10. INDEPENDENT CONTRACTOR. CITY and INSTRUCTOR agree that INSTRUCTOR will act as an independent contractor and will have control of all work and the manner in which is it performed. INSTRUCTOR will be free to contract for similar service to be performed for other employers while under contract with CITY. INSTRUCTOR is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct INSTRUCTOR as to the details of doing the work or to exercise a measure of control over the work means that INSTRUCTOR will follow the direction of the CITY as to end results of the work only. 11. AUDIT OF RECORDS. A. INSTRUCTOR agrees that CITY, or its designee, have the right to review, obtain, and copy all records pertaining to the performance of this Agreement. INSTRUCTOR agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement. INSTRUCTOR further agrees to maintain such records for a period of three (3) years following final payment under this Agreement. Page 3 of 6 B. INSTRUCTOR will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement. 12. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, INSTRUCTOR will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits (combined single) Commercial general liability: $1,000,000 Business automobile liability As Required by State Statutes B. Commercial general liability insurance must meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). D. INSTRUCTOR will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. INSTRUCTOR will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. E. Should INSTRUCTOR, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at INSTRUCTOR's expense and deduct the cost of such insurance from payments due to INSTRUCTOR under this Agreement or terminate. Page 4 of 6 13. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: CITY INSTRUCTOR City Clerk Annette Ware City of Chino Hills 2230 Malcolm Ave 14000 City Center Drive Ontario, CA 91761 Chino Hills, CA 91709 Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 14. SOLICITATION. INSTRUCTOR maintains and warrants that it has not employed nor retained any company or person, other than INSTRUCTOR's bona fide employee, to solicit or secure this Agreement. Further, INSTRUCTOR warrants that it has not paid nor has it agreed to pay any company or person, other than INSTRUCTOR's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should INSTRUCTOR breach or violate this warranty, CITY may rescind this Agreement without liability. 15. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in San Bernardino County. 16. COMPLIANCE WITH LAW. INSTRUCTOR agrees to comply with all federal, state, and local laws applicable to this Agreement including, without limitation, the Americans with Disabilities Act ("ADA"). 17. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There is one (1) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 18. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, its attachments, the purchase order, or notice to proceed, the provisions of this Agreement will govern and control. 19. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be Page 5 of 6 construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 20. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 21. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 22. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this contract as of the last date signed below. CITY CH Ili AN E WARE i < ,, alo Jona an-Mgrshall A- ette War eSignature) Co muni1ty Se ices Director L ( /Z7 / /-\'i/1di (A6.n&. Date / " Annette Ware (Printed) Title /1/1/1Z915 Date Page 6 of 6 EXHIBIT"A" CITY OF CHINO HILLS RECREATION AND PARKS DEPARTMENT CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES Performance Policies: 1. Report to work as scheduled. Allow ample time (minimum of 15 minutes) for preparation and clean-up; your class/es should start and end at the designated class times. 2. If unable to work, any substitutes or assistants must be authorized CONTRACTORS with the City of Chino Hills and must have a current signed contract on file with the Recreation Division office. All Instructors, substitutes or assistants must be live scanned through the City of Chino Hills and cleared before classes begin. Instructors must request paperwork through the Recreation Coordinator. 3. To notify the Recreation Coordinator, in advance, of any class changes (i.e. time, cancellation). 9. Dress appropriately: dosed-toed shoes (sandals or aqua footwear for aquatics staff- bare feet are permitted on pool deck). Shorts must be of an appropriate length, no inappropriate logos or slogans. Dress in a manner which facilitates your ability to conduct your program. 5. Instructor conduct is to represent the City in a professional and appropriate manner at all times. 6. Profanity, slang, and derogatory, sexual, religious, and/or ethnic comments are prohibited. 7. No alcoholic beverages or tobacco are allowed on CITY property. 8. No transporting of participants/students in personal vehicles. 9. CITY facilities (and/or joint use facilities) are not to be used for paid private instructor unless fully executed contract or license agreement is in place. 10. To proceed with the class if the minimum number is achieved. Participant Emergency Procedures: 1. Administer first aid only if you are certified to do so. 2. Only basic first aid treatment is authorized, regardless of your personal training. If you have questions first aid procedures, discuss with your Recreation Coordinator prior to working. 3. For serious situations call 911 for Paramedics, Fire, and Police. 4. Do not move injured patrons, unless required to do so for their safety. 5. Accident/Incident Reports- Immediately notify office staff, Recreation Coordinator and/or the Recreation Division of all accidents or incidents. These reports are to be completed by City staff, not the patron or contractor. CONTRACTOR/s responsible for notifying staff on all emergencies and incidents. If an incident occurs at the offsite location, Contractor is responsible for filling out the report form and submitting it to your Recreation Coordinator within 24 hours. Eauipment Supplies. Facilities: 1. CITY facilities may be utilized for your class only at the designated class date and time, at the designated class location, unless otherwise authorized. 2. Class equipment and supplies should be maintained in a safe operating condition. a. Report all unsafe conditions with CITY equipment/facilities to Recreation Coordinator. Course Management: 1. Only those students enrolled with the CITY of Chino Hills Recreation Division may participate in your class. Only those students registered with the CITY have signed release forms/indemnity clause and/or are entered on CITY) insurance programs. 2. Class rosters are to be obtained from your Recreation Coordinator or designated CITY staff by the first day of class. Establish minimum number of participants must be registered in each class by completion of first class session or class is subject to cancellation. 3. Student Rosters with names and addresses should not be shared with others. 4. Contractors may request a one-day "Guest Pass" for individuals not currently enrolled. Recreation Staff reserved the right to approve or disapprove guest pass requests. Guest must have a signed release form. Instructors must provide the Recreation Coordinator with signed release forms before the class begins. 5. Students must attend program class/day/time they are enrolled in. 6. Makeup classes should be scheduled through instructor, pending Recreation Coordinator authorization and site availability. 7. Instructors and/or assistants must be contracted by the CITY of Chino Hills to instruct the specified program and/or activity. The contract must be fully processed through the Recreation Division for current fiscal year. 8. If the Instructor is unavailable, the class may not meet or rehearse without the authorized, contracted instructor (or authorized substitute instructor), regardless of the age of the students- youth or adults. No instructors in-training, guest leaders, etc., unless they hold a current contract with the CITY of Chino Hills for specified program. 9. Instructors may not permit siblings, friends, family members to participate in and/or assist (without proper registration) with set-up/instruction/clean-up of the class. 10.Course content, lessons, format, etc. must be discussed and approved by your Recreation Coordinator before working. 11.Class handouts, letters, correspondence, etc. must be approved by your Recreation Coordinator before distribution. CONTRACTOR Invoices: 1. Payments will be issued based upon the Recreation Division/Accounts Payable deadlines. 2. Invoices can be submitted after the second class has concluded. Invoices are to be submitted to your Recreation Coordinator. 3. Invoices must be accurate and supported by department-issued computerized rosters. Invoices will be reviewed and authorized by your Recreation Coordinator prior to payments. Incomplete and/or inaccurate invoices will be returned to the CONTRACTOR for revisions. a. Before submitting your invoice request a current roster from designated Department staff. Roster is to be dated after the second class has concluded. Payments will take 4 to 6 weeks to be processed. Fees: 1. Any material fees, league fees, meet fees, etc. collected by a CONTRACTOR must be documented/ recorded and the patron should receive a receipt. The Recreation and Parks Department reserves the right to audit the records. 2. An administrative fee of $4 will be deducted from each individual registration prior to the instructors percentage being calculated. 3. CONTRACTOR'S fee rate includes, without limitation, the costs of the following: CONTRACTOR's instruction, assistants, instructional supplies and materials, publicity and transportation. Cost for student supplies, if required, are the student's responsibility and must be directly collected by the CONTRACTOR. 4. CONTRACTORS may not collect class registration fees. To enroll, patrons must contact the Recreation Division and complete a class registration from including indemnification clause. 5. Refund and Credit Requests must be made within the first two classes of the session approved by the Recreation Coordinator. A $14 Administrative Fee will be charged for all refunds. However, the Administrative Fee will not be waived if credit requests are made in lieu of refunds and applied to account for future registrations, must not exceed $100. 6. No discounts or fee waivers can be permitted to obtain program enrollment (see Course Management #1). Advertising. Publicity. Web Sites: All web sites, publicity and/or advertising must be approved by your CITY Recreation Coordinator. 1. The following information must be listed on the program material: a. Sponsored by the City of Chino Hills Recreation Division b. Registration is available at the Recreation offices, The Chino Hills Community Center, 14250 Peyton Drive, and the Government Center, 14000 City Center Drive. Online registration www.chinohills.ora/RecOnline. c. For more information call the Recreation Division at(909) 364-2700. d. Address/location of program 2. The City of Chino Hills will advertise your program via quarterly Recreation Brochures. Contact your Recreation Coordinator for more information. As a CONTRACTOR with the CITY of Chino Hills Recreation and Parks Department, I have read the above and understand that any deviation from these policies and procedures may affect the status of my contract.