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HomeMy WebLinkAboutMichael Wulffhart dba Arimaw Productions; 2015-09-25;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR SPECIALTY CAMP SERVICES MICHAEL WULFFHART DBA ARIMAW PRODUCTIONS J-o This Amendment No. 2 is entered into and effective as of the 9 fh day of s.> CJt. R cob Q.!:--:,. , 20JS_, extending the agreement dated September 25, 2015 (the "Agr~ement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Wulffhart DBAArimaw Productions, a sole proprietor, ("Contractor") (collectively, the "Parties") for instructing and teaching specialty camps. RECITALS A. On October 3rd, 2017, the Parties executed Amendment No. 1 to the Agreement to extend specialty camp services for two years, ending September 25, 2019 B. The Parties desire to extend the agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending September 25, 2021. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. II II II II II II II II II City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: (sign here) U .J JC\kf\lt:\ (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California :y JfJi!e. Vscott Chadwil} City Manager ATTEST: \Jl'.vmc,AO f!..m~ /-;,~ARBARA ENGLESON ir City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ___ O_~"'--'=---"""-A---""" .... ~'---- Deputy cityAttomei5 City Attorney Approved Version 1 /30/13 2 8/16/2019' Sentinel Insurance Company, Ltd. -Company Profile -Best's Credit Rating Center Sentinel Insurance Company, Ltd. A.M. 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AltSrc=9 1 /5 8/26/2019 Sentinel Insurance Company, Ltd. -Company Profile -Best's Credit Rating Center Initial Rating Date: June 30, 1958 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: Effective Date: aa- Stable Affirmed August02,2018 Initial Rating Date: July 14, 2005 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Financial Analyst: Lewis Delosa, CFA Senior Director: Michael J. Lagomarsino, CFA, FRM Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of The Hartford Fin Svcs Group and P/C Subs; Upgrades ICR of Hartford Life and Accident Ins Co August 02, 2018 ratings .ambest.com/SearchResults.aspx? AltSrc=9 2/5 8/26/2019. Sentinel Insurance Company, Ltd. -Company Profile -Best's Credit Rating Center Rating History A.M. Best has provided ratings & analysis on this company since 1958. Financial Strength Rating Effective DateRating 8/2/2018 A+ 7/7/2017 A+ 6/17/2016 A+ 5/1/2015 A+ 4/3/2014 A Long-Term Issuer Credit Rating Effective DateRating 8/2/2018 aa- 7/7/2017 aa- 6/17/2016 aa- 5/1/2015 aa- 4/3/2014 a+ Best's Credit Reports l~. Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 4/17/2019 (represents the latest significant change). \l:.;.. 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Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. ratings.ambest.com/SearchResults.aspx?AltSrc=9 5/5 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR SPECIALTY CAMP SERVICES MICHAEL WULFFHART DBA ARIMAW PRODUCTIONS r=~" This Amendment No. 1 is entered into and effective as of the--..]~ day of Cl ( L;1,_y>4 < , 20.lJ_, extending the agreement dated September 25, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Michael Wulffhart DBAArimaw Productions, a sole proprietor, ("Contractor") (collectively, the "Parties") for instructing and teaching specialty camps. RECITALS A. The Parties desire to extend the agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending September 25, 2019. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. II II II II II II II II II City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR By: (\.,\1u-l c__ -~ (sign here) fv\1cµAf-L ,A. vJ.J1-t:-f"\4/Jl<..'T s OL €--P12..Jwint name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: \ ~Km7ZL01>+. BARBARA ENGLESON U -- City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~ -~-..... -&,----:....,-=-------~---fitss1stam City Attorney Jtf7 City Attorney Approved Version 1 /30/13 2 I CERTIFICA THIS CERTIFICATEIS ISSUED AS A MATTER 1 CERTIFICATE DOES NOT AFFIRMATIVELY OI BELOW. THIS CERTIFICATE OF INSURANCE REPRESENTATIVE OR PRODUCER, AND TH IMPORT ANT: If the certificate holder is an AD[ If SUBROGATION IS WAIVED, subject to the t. certificate does not confer ri hts to the certifi PRODUCER JPL INSUR~NCE GROUP/PHS 165142 P: (866) PO BOX 33015 467-8730 SAN J'>..NTONIO TX 78265 INSORED ARIMAW PRODUCTIONS 333 CIVIC CENTER DR NATIONAL CITY CA 91950 TE OF LIABILITY INSURANCE I D,\TE(MM/DDNYYYI 6/3/2017 )F INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS ~ NEGATIVELY AMEND, EXTEND OR Al TER THE COVERAGE AFFORDED BY THE POLICIES 0OES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ;l'· CERTIFICATE HOLDER. llTIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. ,r;ms and conditions of the policy, certain policies may require an endorsement. A statement on this :ate holder in lieu of such endorsement{~- CONTACT NM,1E: PHONE (A/C. No. Ext): (866) 467-8730 l~AX (AJC.No}'. (888) 443-6112 888) 443-6112 E..tJIAIL ADDRESS· !NSUHF.R(S) AFFORDING COVERAGE NAlC# !NSUREHA S<2:1t '."';•.-:::1 _ r·s liTJ l>lSURERB· Iii.LC :~i .y l r.·,:-:. Tru c;c INSURERC ~--------.... JNSURERD INSURER E INSURER F. I COVERAGES CERTIFIC,\TE NUMBER: REVISION NUMBER: THIS IS TO CEHrlFY THAT THE POLICIES OF IN INDICATED. NOTWITHSTANDING ANY REQUIREf CERTIFICATE MAY BE ISSUED OR MAY PER- TERMS,EXCLUSIONS AND CONDITlONS OF SUCH F f'ISK A A TYPE OF JJ,SUK.4.NC£ COMMERCIAL GENERAL LIABILITY f---t---, CLAIMS-MADE ~ OCCUR x General Liab GEN'l AGGREGATE LIMIT APPUES PER Poucv D PRO-~x Loe JECTO OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS X HIRED AUTOS ONLY X NON-OWNED AUTOS ONLY X UMBRELLALIAS XI OCCUR A EXCESSUAE CLAIMS-MADE DE X RETENTION s,1 0, Q 00 X --------1--!-WO JUiJ :Jf S COitfPE.'\'S,-1 TION ,tl\'1) BIPLO Yl:Jt.S' L!A&lLFlY ANY PROPRIETOR/PARTNERiEXECUTIVl2{/N OFFICER/MEMBER EXCLUDED' B {Mandatory in NH) lf yes. describe unCer DESCRIPTI01' OF OPERATIONS oelow NIA DESCRJPTION OF OPERATIONS I LOCATIONS I VEHJqtilEX)RD Those usual to the Insured': VOLUNTEERS, AND EMPOLYEES Al COVER~GE FORM SS0008 CERTIFICATE HOLDER CITY OF CARLSBAD :lURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THF POLICY PERIOD ENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS /\\IN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. u.r, POLRTi'VtrMJ;i/R POLJcY.EFF POLICJ'.£YP L!lefJTS (:1cf.WDJJ/lTlT) 'Y EACH OCCURRENCE ,,2,000,000 DAMAGE TO RENTED cl, 000, 000 PREMISES (Ea occurrence) ..,.. i'7 :;,2;:., f\},1, 3 / 20 L '7 /:, 1 / G MED EXP (Any one person) $10,000 ..,.. :.2,000,000 PERSONAL & ADV INJURY GENERAL AGGREGATE c4,000,000 ;>R0DUCTS -C0MPi0P AGG c4,000,000 r COMBINED SINGLE LIMIT ,2, 000, 000 (Ea accident} I BODILY INJURY (Per person) '. ----! ! . ~ -/;1;-~·,:; BODILY INJURY {Per accident) c ''., S?l\ /\PC11~J ~ -PROPERTY DAMAGE (Per accident) -· EACH OCCURRENCE d,000,000 -,_ SEA TJ3U \.11 ~3 ; •" :) IL./:CO~ AGGREGATE 1C 3 I O O O 1 0 0 0 -I 1~.: --IPER X STATUTE I jOIH-ER i E.L EACH ACCIDENT 1° 1 . -, 000,000 ~ I /CJ/F,·_; ()'' /1}1/ .. /'.)] ~; E.L DISEASE-EA EMPLOYEE '1,000,000 7' ~-:~c c~c~, 1 2-> ,:.,_ ! i EL DISEASE -POLICY LIMIT ''l, 000, 000 q I '· ! 01, Additional Remarks Schedu!o. may be attached if more space is required) Operations. TEE CITY, IT'S OFFICIALS, .E l'--DDITIONAL INSURED PER THE BUSINESS LIABILITY CANCELLATION Parks and Recreation/Instru;tional Class Division SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPJRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 2997 GLASGOW DR CARLSBAD, CA 92010 ------ / / © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The I.CORD name and logo are registered marks of ACORD POLICY NUMBER: 72 s ,A AB0143 THIS ENDORSEMEN.. CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PEFSON-ORGANIZATION THE CITY OF POWAY 13325 CIVIC CENTER DRIVE POWAY, CA 92064 CITY OF SAN MARCOS ONE CIVIC CENTER DR SAN MARCO, CA 92069 CITY OF CARLSBAD / 2997 GLASGOW DR CARLSBAD, CA 92010 CITY OF CORONADO 1845 STRAND WAY CORONl'\DO, CA 9 2118 THE YMCA OF SAN DIEGO CCQNTY 3708 RUFFIN RD SAN DIEGO, CA 92123 Form IH 12 00 11 85 T SEQ. NO.' 04 Printed in U.S.A. Page oo l Process Date: o 8 / 2 s / 1 7 Expiration Date: o 8 / 11 / 18 AGREEMENT FOR SPECIALTY CAMP SERVICES MICHAEL WULFFHART DBA ARIMAW PRODUCTIONS ,TH;§\ AGREEMENT is made and entered into as of the ^fS^ day of ^JK . 20 O. by and between the CITY OF CARLSBAD, a municipal "City'"'); an corporation, ("City"), and Michael Wulffhart DBA Arimaw Productions, a sole proprietor, ("Contractor"). RECITALS A. City requires the professional services of a specialty camp provider that is experienced in teaching and instructing specialty camps. B. Contractor has the necessary experience in providing professional services and advice related to teaching and instructing specialty camps. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in considerafion of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and condifions. The City expects the result of Contractor's services to be the enjoyment and increased knowledge, skill, and/or ability of course participants. Contractor has sole control over the manner and means of accomplishing this result however, the City may monitor Contractor's course(s) to confirm that this result is being achieved and that CONTRACTOR is complying with the terms of this Agreement. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term ofthis Agreement will be effective for a period of 2 years from the date first above written. The City Manager may amend the Agreement to extend it for 2 additional 2 year periods or parts thereof. Extensions will be based upon a safisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION City will collect the fee specified in Exhibit "A", plus a transaction, and non-resident fee, if applicable, from each participant who registers for Contractor's course(s). As payment for Contractor's service(s). Contractor will receive an amount equal to sixty percent (60%) of the City Attorney Approved Version 6/23/15 fees specified in Exhibit "A" collected for each course, excluding transaction fees, non-resident fees and/or any fees that are refunded. Contractor will be required to set class fees within the current market range, excluding any fees set by City Council. The City reserves the right to deny a contract or class if fees do not fall within this range. To be paid for a course. Contractor must submit an email or written request to initiate payment to the City for all courses/camps. The request to initiate payment must be submitted after the end of the course. The request to initiate payment must be accompanied by the course/camp activity numbers. Contractor must submit written or e-mail approval for total final amount owed on Instructor Payment Due Report. Failure to list the activity numbers or approve final amount owed may result in a denial or delay in payment. In most cases, the City will pay the invoice or request for payment within ten to fifteen business days after its receipt and verification. Contractor understands that filing a false claim for payment may subject Contractor to civil penalfies under California Government Code secfions 12650, et seq., and Carisbad Municipal Code secfion 3.32.02S. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, refirement contribution, social security, overtime payment, unemployment payment or workers' compensafion payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnificafion amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms ofthis Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version 6/23/15 8. Instructor and Assistant(s) Contractor shall designate the Instructor in Exhibit "A" attached hereto. Contractor may utilize, at Contractor's own expense, the assistant(s) listed in Exhibit "A" to help perform the services required by this Agreement. Contractor may not ufilize anyone who is not listed in Exhibit "A" without obtaining the prior approval of the Parks and Recreation Director, Recreation Area Manager or designee and, if applicable, providing the City's Parks & Recreafion Department with the criminal history background check with Live Scan fingerprint and TB test information discussed in paragraph 11 and the certificafions discussed in paragraph 12 below. Assistants must be at least 16 years of age and have a valid work permit. Assistant may not teach in place of the Contractor without prior approval of the Recreation Supervisor or Area Manager. Assistants teaching in place of the Contractor must be at least 18 years of age. Contractor is solely responsible for supervising the work of the assistant(s) to ensure compliance with this Agreement. 9. Ratio. Instructor is responsible for maintaining the following adult to child rafios: 9.1 Classes 9.1.1. 1 Instructor for 20 students (Ages S and up) at most 9.1.2. 1 Instructor for 8 students (Ages 4 and below) at most 9.2 Camps 9.2.1. 1 Instructor for 1S students (Ages S and up) at most 9.2.2. 1 Instructor for 6 students (Ages 4 and below) at most 10. Rules and Safety. Contractor will be required to comply with the Carisbad Parks & Recreafion Department's Safety Rules and participate in a Contractor Instructional Services Agreement renewal meeting each year. (See 201S Instructor Information Booklet) Contractor is also required to have all participants in classes or camps sign in and out by an authorized adult if the participant is a minor. 11. TB Test and Background Check. Prior to performing any work under this Agreement, Contractor and Contractor's assistant(s) must provide proof of a negative TB test taken within the last four years. If a course is open to minors, Contractor and Contractor's assistant(s) must complete a criminal history background check. The criminal history background check requires Contractor and Contractor's Assistant(s) to have Live Scan fingerprints processed by the City. Should Contractor or Contractor assistant(s) criminal history background check reveal the existence of prior convictions, the City may immediately terminate this Agreement and/or disqualify Contractor or Contractor's assistant(s) from performing future instructional services for the City. 12. Certifications. If applicable, Contractor and Contractor's Assistant(s) must provide the City with the following certifications, which must remain valid throughout the duration of this contract: [INSERT LIST OF CERTIFICATIONS]. If any certificafion(s) will expire during the term of this Agreement, Contractor and Contractor's Assistant(s) must provide updated proof of valid certificate(s) prior to the expiration date. 13. Mandated Reporter(s). If a course is open to minors, making Contractor and Contractor's assistant(s) "mandated reporters" within the meaning of California Penal Code section 11165.7(a), Contractor and City Attomey Approved Version 6/23/15 Contractor's assistant(s) will comply with the mandatory reporting requirements contained in California Penal Code section 11166, which is attached as Exhibit "D" to this Agreement. 14. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 15. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectiy employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or eariy termination of this Agreement. 16. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rafing in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the Nafional Associafion of Insurance Commissioners (NAIC) latest quarterly lisfings report. 16.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an addifional insured. 16.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. Ifthe submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 16.1.2 Athletic Participant/Participant Legal Liabilitv and Sexual Abuse and Molestation coverage (if there are athlefic participants). $1,000,000 combined single-limit per accident for bodily injury and property damage. 16.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declarafion stating this. City Attorney Approved Version 6/23/15 16.2 Addifional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 16.2.1 The City, its officials, employees and volunteers will be named as an addifional insured on Commercial General Liability which shall provide primary coverage to the City. 16.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 16.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 16.3 Providing Certificates of Insurance and Endorsements. Prior to City's execufion of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 16.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on exisfing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 16.5 Submission of Insurance Policies. City reserves the right to require, at any fime, complete and certified copies of any or all required insurance policies and endorsements. 17. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 18. Copyrights Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 19. NOTICES Notices between the Contractor and the City may be made by either personal delivery, email or by first-class mail. Mailed notices must be sent to the addresses listed in the introductory paragraph, unless changed in wrifing in accordance with this paragraph. Personally delivered notices will be considered communicated on the day they are actually received. Emailed or mailed notices will be considered communicated on the day they are actually received or five days after their mailing, whichever occurs first. City Attorney Approved Version 6/23/15 The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Brandon Hills Name Michael Wulffhart Title Recreation Specialist Tifie Owner Department Parks and Recreafion Address 3233 Market Street City of Carisbad San Diego, CA. 92102 Address 2997 Glasgow Drive Phone No. 619-248-2670 Carisbad, CA. 92010 Email arimaw@aol.com Phone No. 760-434-2971 Each party will notify the other immediately of any changes of address that would require any nofice or delivery to be directed to another address. 20. Course Roster Prior to the first class date. Contractor will pull rosters from the City's AcfiveNet registration software, at https://apm.activecommunities.com/citvofcarisbad. Contractor will verify the information contained on the roster against actual attendance on the first class date and report any discrepancies to the City by the end of the next business day. Contractor will not allow a person to participate in a course unless the person appears on the course roster and has signed an electronic annual liability waiver form. 21. Course Advertisement The City will advertise the Contractor's course(s) in the upcoming Community Services Guide(s) and in any other manner the City determines is appropriate. Contractor may also advertise Contractor's course(s) in any manner Contractor determines is appropriate, subject to the prior approval of the City. Marketing materials must be submitted to the City for approval at least 14 days prior to distribution. (See - 2015 Contract Instructor Informafion Booklet). Contractor must obtain photo releases from any enrollee prior to any marketing or promotion with use of photos of enrollees. 22. Attendance Prior to the first class date of each course, the Contractor will go online to the registration website and print a class attendance sheet. Contractor will mark each day's attendance on the class attendance sheet and submit the completed attendance sheet to the City at the end of the course. Contractors are responsible for contacting participants who have not attended the first class and notify the Instructional Class Division. Sheets may be dropped in the facility mailbox prior to leaving for the evening on the last class of the course. 23. Use of City Facilities The City will allow Contractor to use the City facility(ies) identified in the Carisbad Community Services Guide on the day(s) and at the time(s) indicated. The rules for use of the facility(ies) are contained in Exhibit "B." Contractor is responsible for ensuring the Instructor, Instructor's assistant(s), and the participants in Instructor's course(s) are informed of and comply with these rules. Contractor must abide by the start and end times of each class/camp stated in Exhibit A. Failure to abide by the start and end time listed in Exhibit A for any class/camp may result in termination of contract. City Attorney Approved Version 6/23/15 If any injury, lost child, or property damage occurs during a class or camp, Contractor must promptly report the injury, lost child, or property damage to the facility attendant on duty (after any necessary first aid or emergency services are rendered). The 2015 Instructor Information Booklet provide specific instructions on how to handle emergencies. The Contractor will also report as a witness on the injury/incident report. If there is no facility attendant on duty. Contractor must report the injury, lost child, incident, or property damage to the Parks & Recreation Director, a Recreafion Area Manager or designee immediately. 24. Canceling Course(s) The City, after first nofifying Contractor, may cancel a course if the City does not receive registrafion forms and fees from the minimum number of at least S participants or the minimum specified in Exhibit "A" at least hwo days prior to the first class date for a course. Contractor will not be compensated for any course canceled due to low enrollment. 25. Canceling or Rescheduling Class Date(s) Contractor may not cancel or reschedule a class date without the prior written approval of the City's Parks & Recreation Director, Recreation Area Manager or designee. Contractors are solely responsible for informing enrollees of any cancelafions or rescheduling of classes. 26. CONFUCT OF INTEREST If requested. Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements ofthe City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 27. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 28. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibifing discriminafion and harassment 29. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. Ifthe resolufion thus obtained is unsafisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the acfion of the City Manager will be binding City Attorney Approved Version 6/23/15 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 30. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. City will make a determinafion of fact based upon the service delivered and of the percentage of service that Contractor has performed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 31. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other considerafion confingent upon, or resulfing from, the award or making ofthis Agreement. For breach or violafion of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or considerafion, or othenwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or confingent fee. 32. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigafion or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 126S0 ef seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalfies pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 33. JURISDICTION AND VENUE Any acfion at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. City Attorney Approved Version 6/23/15 34. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respecfive successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 35. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the enfire Agreement and understanding between the parties relafing to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a wrifing signed by both parties. // // // // // // // // // // // // // // // // // // City Attorney Approved Version 6/23/15 36. AUTHORITY The individuals execufing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporafion of the State of California By: (sign here) (print name/title) otAfO'C gy. P-LEASE SEE ATTACHED CALIFORNIA '"j JURAT . horo^ sign here) Chris Waze Parks & Recreation Director ATTEST: „ (sign nere) K ACKNOWLEDGEMENT BARBARA ENGLESON City Clerk (print name/tifie) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER^JSiiV^ttorney BY: ^it^ Assffstant City Attorney City Attorney Approved Version 6/23/15 10 ACKNOWLEDGMENT A notary public or other officer complefing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego J On Aug 18th, 2015 before me Yongsik Park, A Notary Public (insert name and title of the officer) personally appeared i^ICHAELA. WULFFHART , who proved to me on the basis of safisfactory evidence to be the person(50 whose name(^ is/^ subscribed to the within instrument and acknowledged to me that he/^h€/tjp^ executed tlie same in his/h^/tl)^authorized capacity(i^, and that by his/lp^/tl>e;fr signature(;^ on the instrument the person(^, orthe entity upon behalf of which the person(}iO acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) YONGSIK PARK Committian No. 2107603 NOTARY PUBLIC-CAUFORNIA SAN DIEGO COUNTY Comniission Expires APR 18,2019 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. Camp Title: Ceramics for Kids Instructor: Michael Wulffhart Class Description: Creating art with your hands in ceramics is one ofthe most fun art forms. At this class, you will learn how to use clay to create amazing works of art. We will make plates, vases, statues, bowls, and a whole lot more! Some of the items will be fired. No wheel work will be done. Come and explore your creativity. No experience required, beginning artists encouraged to attend. Ages: 9-12 Y Min; 3 Max; 20 Fees; 155.00 Camp Title: Survivalist Instructor; Michael Wulffhart Camp Description: Do you know how to build a fire, cook outside, and navigate using natural landmarks? In this camp you'll develop skills to survive in the wilderness. Building shelter, finding water, growing food, and identifying edibles will all be covered in this week-long outdoor adventure! Ages: 6-12 Y Min: 10 Max: 60 Fees: 145.00 Camp Title: Teenage Mutant Ninia Turtle Instructor; Michael Wulffhart Camp Description: Those Green Turtles are back! Campers will learn Karate, Pizza Cooking and Crime Solving. Plenty of crafts, face-painting and fun! Ages: 4-6 Y Min: 10 Max: 60 Fees: 115.00 Camp Title; Top Chef Instructor: Michael Wulffhart Camp Description: Back by Popular Demand: Campers will go through food handlers training and permitting, and then learn how to make several delicious and fun dishes. This camp features delectable competitions with plenty of challenges. Menus are prepared, and our restaurant is open at the end ofthe week for family and friends! Ages: 6-12 Y Min: 10 Max: 60 Fees: 155.00 City Attorney Approved Version 6/23/15 11 Camp Title; Film Making Camp Instructor; Michael Wulffhart Camp Description: Back by Popular Demand: Lights, camera, action! Write a script, create a storyboard, outline a plot, choose locations, pick a set, film and present your masterpiece to family and friends. Final productions will be posted on a secure website for your viewing pleasure. Please bring a lunch and drink each day. Ages: 6-12 Y Min: 10 Max: 60 Fees: 135.00 Camp Title; Around the World in 5 days Cooking Camp Instructor; Michael Wulffhart Camp Description: We have so many different cultures that contribute to such wonderful tastes and experiences! Campers will travel to a different region ofthe world each day, learning a little bit about the culture and then creating a craft from that region. At the end ofthe week campers will then have parents and friends attend a lunch that will take them all overthe worid, no passports required! Ages: 6-12 Y Min: 10 Max: 60 Fees: 155.00 Camp Title: Smash Lab Instructor; Michael Wulffhart Camp Description: Greatest way to start the summer: BREAKING THINGS! In Smash Lab, campers will build structures that will be put to the ultimate target test. Figure out how things work and then SMASH them. Items to be explored include electronics, structures, melons, eggs, water, balloons, forts and so much more. Dress in outdoor attire. Please bring a lunch/snack each day! Safety and protective equipment will be provided to each camper. Ages: 6-12 Y Min: 10 Max: 60 Fees: 150.00 Camp Title: Mysteries of Magic Instructor; Michael Wulffhart Camp Description: Back by Popular Demand: Abracadabra! Dust off your wand and learn some new tricks that will amaze your family and friends. Each camper will receive a full magic kit to take home at the end ofthe week. Bring a lunch each day. Ages: 6-12 Y Min: 10 Max: 60 Fees: 120.00 Camp Title: Epic Fort Building Instructor; Michael Wulffhart City Attorney Approved Version 6/23/15 12 Camp Description: The sky is the limit when you take different materials each day, and work together to build, design and create a fort. Campers will be divided into groups. There will be both Fort Building and Team Building activities daily. Campers will build actual forts and fort prototypes. Bring a lunch each day. Ages: 6-12 Y Min: 10 Max: 60 Fees: 155.00 Camp Title; Star Wars Instructor: Michael Wulffhart Camp Description: Ever since Star Wars was introduced to the worid back in the summer of '77, kids have embraced and expanded the saga beyond the movies. They have brought it into their homes by playing beloved characters such as Obi-Wan Kenobi, Han Solo or Princess Leia. This will be a one-stop, kid-friendly camp, exploring the ever-expanding universe of Star Wars! Ages: 6-12 Y Min: 10 Max: 60 Fees: 155.00 Camp Title: Junior Zoo Keeper Instructor; Michael Wulffhart Camp Description: Train to be a Jr. Zoo Keeper. Learn about all types on mammals, reptiles, birds, and bugs- oh my!! Zookeepers-in-training will learn how to build habitats, prepare diets, and meet live animal friends. Ages: 6-12 Y Min: 10 Max: 60 Fees: 155.00 Camp Title: Spa-Tastic Instructor: Michael Wulffhart Camp Description: A great way to end the summer. Campers will open their own spa by the end of the week. Learn to make face masks, soap, explore different scents, hair styles, manis and pedis, sewing, lots of crafts and so much more. It's a camp that prepares you for the grind of school. Ages: 6-12 Y Min: 10 Max: 60 Fees: 145.00 Camp Title: American Giri Instructor: Michael Wulffhart Camp Description: Camp for American Girl fans and newcomers. Make doll jewelry and accessories, and cook desserts and treats to enjoy at tea parties and pajama parties. Each doll will come to life through beauty, hair secrets and more! Learn about the doll's heritage. Ages: 6-12 Y Min: 10 Max: 60 Fees: 130.00 City Attomey Approved Version 6/23/15 13 Kathy Hamilton From: Sent: To: Cc: Subject: Dear Consultant: Kathy Hamilton Wednesday, September 30, 2015 10:17 AM 'arimaw@aol.com' Brandon Hills; Shelley Collins; Donna Heraty Form 700 -Conflict of Interest -It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement Regarding your agreement with the City of Carlsbad for specialty camp services- If your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Shelley Collins, CMC Assistant City Clerk Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.gov 760-434-2917 I Shelley.Collins@carlsbadca.gov n Facebook I Twitter You Tube I Flickr I Pinterest I Enews 5