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AGI Academy A2017-249Agreement No. A2017-249 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 2 - February 2.4, 2018 b. Spring Session — February 25 - June 2, 2018 c. Summer Session — June 3 - August 11, 2018 d. Fall Session - August 12 - December 14, 2018 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 - December 14, 2018. 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 Recreation Guide & City News 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. Page 2 of 6 0. 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 Page 3 of 6 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 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) Automobile liability As Required by State Statutes B. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). C. 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 "AMI." 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. D. 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. 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 City of Chino Hills Attn: City Clerk 14000 City Center Drive Chino Hills, CA 91709 Page 4 of 6 INSTRUCTOR AGI Academy Attn: Alan Ng 1205 Heidelberg Ave. 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"). 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 are two (2) Attachments 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. Page 5 of 6 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 OV CHIN Jo athan Marshall mmunity Services Director � i7 Date Attest: Cheryl BaIzJ L� City Clerk Date AGI ACADEMY (Sign h 16-m i, Name (Printed) D7 Title 10131 I ZO l �( Date Name (Printed) Title Date Page 6 of 6 EXHIBIT A CITY OF CHINO HILLS CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES INSTRUCTOR MUST have a contract with the City of Chino Hills to instruct the specified program and/or activity, Any substitutes and/or assistants must be listed on Exhibit S of this agreement to be allowed to teach the class, The CITY requires a criminal background check for all individuals by submitting a Live Scan. All instructors, substitutes, and/or assistants must go to the specified location to provide fingerprints and must be cleared before classes begin. PERFORMANCE EXPECTATIONS: 1. INSTRUCTOR is expected to report to work as scheduled. Allow ample time (minimum of 15 minutes) for preparation and clean-up (maximum of 15 minutes); your class/es should start and end at the designated class times. 2. INSTRUCTOR is to notify the Community Services Coordinator at least one business day in advance, of ANY class changes (i.e. time, cancellation, class location), 3. INSTRUCTOR, substitutes, and/or assistants must dress appropriately. 4. INSTRUCTOR is expected to represent the City in a professional and appropriate manner at all times. 5. Profanity, slang, and derogatory, sexual, religious, and/or ethnic comments are prohibited. 6. No alcoholic beverages or tobacco are allowed on CITY property. 7. No transporting of participants/students in personal vehicles. 8. INSTRUCTOR is ONLY to instruct students at designated approved class locations. No private or additional classes are permitted. 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. Classes are only to proceed if the minimum enrollment number is achieved. PARTICIPANT EMERGENCY PROCEDURES: 1. First aid is only to be administered if certified to do so. 2, Only basic first aid treatment is authorized, regardless of personal training, For questions regarding first aid procedures, see the Community Services Coordinator prior to the first day of class. 3. In serious situations call 911 for Paramedics, Fire, and Police, 4, Do not move injured patrons, unless required to do so for their safety. 5. INSTRUCTOR is responsible for notifying City staff of ALL emergencies and incidents; a, If incident occurs at a City facility — Immediately notify office staff and/or Community Services Coordinator, City staff will complete an Accident/Incident Report. b. If an incident occurs at an offsite location — INSTRUCTOR is responsible for completing an Accident/Incident Form and submitting it to the Community Services Coordinator within 24 hours of the incident. EQUIPMENT SUPPLIES AND FACILITIES: 1, City facilities may be utilized for approved class, only at the designated class date, time, and location, unless otherwise authorized. 2. INSTRUCTOR may be allotted ten (10) rehearsal/make up dates before having to pay out of pocket for the room reservation, Participants may NOT pay for these reservations. Participants NOT registered in the class will NOT be allowed in these rehearsals or make up classes, CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES EXHIBIT A 3, Class equipment and supplies should be maintained in a safe operating condition. All unsafe conditions with City equipment/facilities MUST be reported to the Community Services Coordinator immediately. COURSE MANAGEMENT: 1. Course content, lessons, format, etc, must be discussed and approved by the Community Services Coordinator before class begins, 2. Class handouts, letters, correspondence, etc. must be approved by the Community Services Coordinator before distribution. 3. ONLY students enrolled through the City of Chino Hills Community Services Department may participate in the designated class listed in the Recreation Guide & City News. 4. Class rosters may be obtained from the Community Services Coordinator or designated CITY staff by the first day of class, Established minimum enrollment numbers must be met by completion of the first class session or class will be subject to cancellation. Class rosters may include Parent/Guardian name, Participants name, phone numbers, and email addresses, Home address will NOT be shared with instructors. 5. Participant information is riot to be shared with anyone outside of the City or Instructor's organization, 6. INSTRUCTOR may request a one -day "Guest Pass" for individuals not currently enrolled. Community Services Staff reserve the right to approve or deny Guest Pass requests, Guest must have a signed release form, INSTRUCTOR must provide the Community Services Coordinator with signed release forms before the class begins. 7. Students can only attend programs/class on the days/times for which they are enrolled. 3. Makeup classes should be scheduled through the INSTRUCTOR, pending Community Services Coordinator authorization and site availability, 9. If the INSTRUCTOR is unavailable, the class may not meet or rehearse without an authorized substitute regardless of the age of the participants. INSTRUCTORS in -training, guest leaders, etc., are NOT allowed unless_thev hold, a current contract with the CITY of Chino Hills for specified program. 10. INSTRUCTOR may not permit siblings, friends, or family members to participate in and/or assist with set-up/instruction/clean-up of the class, CLASS FEES: 1. INSTRUCTOR class/program fee includes, without limitation, the costs of the following: instructor 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 INSTRUCTOR. Fee's must be provided and will be approved in the seasonal contract. 2. INSTRUCTOR may NOT collect class registration fees. Participants must enroll through the City of Chino Hills Community Services Department and complete a class registration form including indemnification clause. 3. Any material fees, league fees, meet or game fees, etc, collected by an INSTRUCTOR must be documented/ recorded and the participant be given a receipt, The Community Services Department reserves the; right to audit your records. 4. Cancellations and/or refunds will be processed in accordance with the City's policy, 5. No discounts or fee waivers are permitted, BILLINGS AND PAYMENTS: 1, An "Instructor Payment Request Form" shall be submitted after the second class has concluded, The Instructor Payment Request Form shall be submitted to the Community Services Coordinator. The 2 of 3 CONTRACT CLASS AND PROGRAM POLICIES AND PROCEDURES EXHIBIT A Instructor Payment Request Form shall be completed based on the most current roster, which is the report dated after the second class has concluded. 2. Payments will be processed within six (6) weeks after receipt of the Instructor Payment Request Form. 3. Incomplete and/or inaccurate Instructor Payment Request Forms will not be processed. They will be returned to the INSTRUCTOR for revisions. 4. The amount due to the INSTRUCTOR will be based on the net amount after the City's administrative fee has been deducted. ADVERTISING, PUBLICITY, WEBSITES; All websites, publicity and/or advertising must be approved by the City. 1. The following information must be listed on the program material: a. Sponsored by the City of Chino Hills Community Services Department. b. Registration is available at the following City of Chino Hill Recreation offices: Chino Hills Community Center, 14250 Peyton Drive, City Hall Recreation Office, 14000 City Center Drive, or online at www.chinohillls..org/Rec nline. c. For more information call Recreation at (909) 3642700. d. Address/location of program. 2. Classes/Programs will be advertised in the City's quarterly Recreation Guide & City News and on the City's website. 3of3 EXHIBIT B CA