AGI Academy A2017-005 Agreement No. A2017-005
CONTRACT FOR INSTRUCTIONAL SERVICES
BETWEEN THE CITY OF CHINO HILLS AND
AGI ACADEMY
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 AGI ACADEMY, ("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 computer
classes located at all city facilities.
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 1 - February 25, 2017
b. Spring Session — February 26 - June 10, 2017
c. Summer Session — June 11 - August 12, 2017
d. Fall Session — August 13 - December 9, 2017
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:
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A. Thoroughly investigated and considered the Policies and Procedures as
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 - December 9, 2017.
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.
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9. INDEMNIFICATION.
A. INSTRUCTOR indemnifies and holds CITY harmless from and against
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
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this Agreement. INSTRUCTOR further agrees to maintain such records
for a period of three (3) years following final payment under this
Agreement.
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 ohc4clive. INSTRUCTOR will procure and maintain
Vie fo lowing types of insurance wiih coverage limits complying, al a
minimum, with the limits sot forth below.
Type. f 111SUITOICCC I_ mils (combined.single)
Automobile liability As Required by State Statutes
Ci.
Automobile coverage will he written on ISO Business Auto Coverage Form
CA 00 H 06 32, including symbol 1 (Any Auto).
C INSTRUC FOR 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 lune to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "AML
Certificate(s) trust reflect that the insurer will provide thirty (30) day notice
cI any oancefaal on of coverage. INSi RUOI OR will require its insurer lu
modify such certificates to delete any exculpatory wording staling 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,
D. Should INSTRUCTOR, for any reason, fail to obtain and maintain the
insurance required by this Agreement, Chry 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.
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13. NOTICES. Ail 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
Oily or Chino Hina AOl Academy
Attn' Oily Clerk Attn, Alan Ng
1,1000 City Center Drive 1205 fHeideiberg Avenue
Chino Hills, CA 91709 Walnut, CA 91789
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").
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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
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.
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21. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action das 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
desiyrir,e. may execute any such amendment on behalf of CITY.
22. TIME IS OF ESSENCE. Time is of the essence for each arid every provision of
this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this contract as of the
last date signed below.
I
CITY c CI#1. S AGI ACADEM4
i
Jon• than Marshall ISiOred `
Co amunity Services f irector
{-- 1 / 3 /P -2
NM- 42) _IPSCA't PaCkS\Avr
Tate Name printed
Title
0111-7/04,
Date
t'avL r, oil,
EXHIBIT"A"
CITY OF CHINO HILLS COMMUNITY SERVICES DEPARTMENT
CONTRACT CLASS AND PROGRAM
POLICIES AND PROCEDURES
Contractors 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
Community Services Department and City Clerks for the current year.
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 listed on back of seasonal contract and
on file with Community Services Coordinator. All Contractors, substitutes and/or assistants must
be live scanned through the City of Chino Hills and cleared before classes begin. Contractors
must request paperwork through the Community Services Coordinator.
3, To notify the Community Services Coordinator, in advance, of ANY class changes (i.e. time,
cancellation, class location) at least one business day in advance.
4. Dress appropriately.
5. Contractor 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 instruction unless a
fully executed contract or license agreement is in place.
10. To proceed with the class if the minimum number is achieved.
Participant Emeruencv 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 Community Services 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. CONTRACTOR is responsible for notifying staff on all emergencies and incidents.
Accident/Incident Reports: If at a City facility immediately notify office staff, Community
Services Coordinator and/or the Community Services Department of all accidents or incidents. A
reports is to be completed by City staff, not the patron or contractor. If an incident
occurs at the offsite location, Contractor is responsible for filling out the report form
and submitting it to your Community Services Coordinator within 24 hours.
Eouipment. Supplies, Facilities:
1. CFI)/ facilities may be utilized for approved class only at the designated class date and time,
at the designated class location, unless otherwise authorized.
a. Contractors are allotted XX amount of rehearsal/ make up dates bolero having to pay out
of pocket for the room reservation.
i. Participants may NOT pay for these reservations,
Participants not registered in the current session will be allowed in these
rehearsals or make up classes.
2. Class gar,lrntrnt and supplies should be maintained in a safe operating condition,
a. Report all unsafe conditions with CITY equipment/facilities to Community Services
Coordinator,
Co.ursg,..M2 iS.d 9 eae4ti.
1, Course content, lessons, format, etc, must be discussed and approved by your
Community Services Coordinator before working.
2. Class handouts, letters, correspondence, etc. must be approved by your Community
Services Coordinator before distribution.
3. Only those students enrolled with the CITY of Chino Hills Community Services
Department may participate in your designated class listed in the Recreation Guide.
d,
Class ostr rs arc to be obtained from your Community Services 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.
5. Roster information is not to he shared with anyone outside of the CITY or Contractors
ergarii<atkm. Requested information may include Parent/Guardian name, Participants name,
phone numturs, and a'na.l adrl csscs, No home address will he allowed to be shared with
Contractors.
6. Contractors may request a nae-day "Guest Pass" ler individuals not currently enrolled.
Community Services Staff resepve.d the right to approve or disapprove guest pass requests.
Guest must have a signed release form, Contractors must provide the Community Services
Coordinator with signed release forms before the class begins.
7. Students must attend prograin class/day/time they are enrolled in.
P.
Makeup classes should he scheduled through Contractor, pending Community Services
Coordinator author cation and site availability_
y. If the Contractor is unavailah'n, the class may not meet or rehearse without an •
authorized, contracted Instructor (or authorized substitute Instructor), regardless of
the age of the participants. No Instructors in-training, guest leaders, etc., .finless they
hold,a current contract with the CITY of Chino Hills for specified program.
10. Contractors may net permit siblings, friends, or fealty members to participate in ane!/or assist
with set-hp/instruction/clean-up of the class.
CONTRACTOR Invoices;
I. Payments will be issued based upon the Community Services Departn'ment/Accounts Payable
deadlines.
Z. invoices can be submitted after the second class has concluded. Invoices are to be submitted to
your Comrmunity Services Coordinator,
a. Before submitting your invoice request a current roster from designated Department
staff Roster is to be [ated,,atter thg.seconci_class has__concludecl. Payments
will take up to 6 weeks to be processed.
3. Invoices will be reviewed and authorized by your Community Services Coordinator prior to
payments. Incomplete and/or inaccurate invoices will be returned to the CONTRACTOR for
revisions.
Payment Invoice Process
• Step One: Community Services Coordinator- Reviews and processes all
invoices on Thursdays ONLY (deadline to submit Thursdays by loam)
o Community Service will send invoice back to Contractor if invoice -
is incorrect
• Step Two: Supervisor - Reviews and signs invoice
O If payment is over $1,000 the Community Service Director must
review and sign invoice
• Step Three: Account Payable- receive and begin to process and cut
checks
o Checks will be mailed to contractor.
Fees:
1. Any material fees, league fees, meet fees, etc. collected by a CONTRACTOR must be
documented/ recorded and the participant should receive a receipt. The Community Services
Department reserves the right to audit your records.
2. An administrative fee of $4 will be deducted from each individual registration prior to the
Contractors 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, participants must
contact the Community Services Division and complete a class registration from including
indemnification clause.
5. Refunds or Credits: A $4 per class, per participant, processing fee will be deducted from all
cancellation requests, even if the refund remains as a household credit. Refunds may be
retained as household credits to be used towards registration in future Community Services
programs. Classes: For classes with one or two meetings, requests for refunds will ONLY be
honored if they are made at least one (1) day prior to the start of classes. For classes that
consist of three or more meetings, the request for refunds must be submitted before the second
class meeting.
6. No discounts or fee waivers can be permitted to obtain program enrollment,
Advertising. Publicity, Web Sites:
All websites, publicity and/or advertising must be approved by your CITY Community
Services Coordinator,
1, The following information must be listed on the program material:
a. Sponsored by the City of Chino Hills Community Services Department
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b. Registration ts available at the Recreation offices, The Chino Hills Community Cooler,
11250 Peyton D,i*e, and the Government Center, 14000 City Center Drive. Online _
registration swwline.
c For more information call Recreation at (909) 16,1'7700.
u, Add'css |o,aonnu[ p'uymm
2. The City of Chino Hills will advertise your program in the City's quarterly City News and
Recreahon Guide arid online through our RecTrac program.
As a CONTRACTOR with the CITY of Chino Hills Community Services Department, I have read
the above and understand that any deviation from these policies and procedures may affect
the status of my contract.
NOUVA4NC6V) t ' il, �
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