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HomeMy WebLinkAboutShaver, Barbara; 2017-10-05;AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR FITNESS INSTRUCTION SERVICES BARBARA SHAVER This Amendment No.1 is entered into and effective as of the ~ day of ~\.e.Mt\bq,,(' , 20.tl_, extending the agreement dated October 5, 2017 (the "Agiee ent") by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Barbara Shaver, an independent contractor. ("Contractor''). 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 on October 5, 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 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 (sign here) ~j\-e,,bAfZA::: :S#a\v.O e Barbara Shaver By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: !Jlk f;JJ~- BARBARA ENGLESON City Clerk I 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 A&eiotgCit&rn¥ O<-p ✓-:) BY: City Attorney Approved Version 1/30/13 2 A..._C~RD8 CER ___ ICATE OF LIABILITY INSUF ____ ICE I DATE (MM/DD/YYYY) 01/03/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR AL TEA THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the ~olicy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions oft e policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Mass Merchandising K&K Insurance Group, Inc. PHONE 1-800-506-4856 FAX 1-260-459-5590 (AIC No Extl: (AIC Nol: 1712 Magnavox Way E-MAIL info@fitnessinsurance-kk.com Fort Wayne IN 46804 ADDRESS: PRODUCER CUSTOMER ID: INSURER/SI AFFORDING COVERAGE NAIC# INSURED 2000602332 GP# 15781 INSURER A: Nationwide Mutual Insurance Comoanv 23787 Barbara J. Shaver INSURER B: 1972 White Birch Drive INSURER C: Vista, CA 92081 INSURERD: A Member of the Sports, Leisure & Entertainment RPG INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2000398898 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTR INSD WVD (MM/00/YYYYl IMM/DD/YYYY\ A X COMMERCIAL GENERAL LIABILITY X 6BRPG0000006255600 12/09/18 12/09/19 EACH OCCURRENCE $1,000,000 - ~CLAIMS-MADE 0 OCCUR 12:01 AM EDT 12:01 AM DAMAGE TO RENTED PREMISES (Ea Occurrence\ $1,000,000 - MED EXP (Any one person) $5,000 ,__ PERSONAL & ADV INJURY $1,000,000 ,__ GEN"L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 / B POLICY □ PROJECT □ LOG PRODUCTS -COMP/OP AGG $1,000,000 OTHER: PROFESSIONAL LIABILITY $1,000,000 LEGAL LIAB TO PARTICIPANTS $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident\ ,__ ANY AUTO BODILY INJURY (Per person) ,__ OWNED a SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) ,__ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY /Per accident\ X Not provided while in Hawaii ~1':RELLA tj OCCUR EACH OCCURRENCE ,__ EXCESS LIAB CLAIMS-MADE AGGREGATE ,__ OED n RETENTION WORKERS COMPENSATION N/A LJ PER STATUTELJ OTHER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/ YIN E.L. EACH ACCIDENT EXECUTIVE OFFICER/MEMBER □ EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE If yes, describe under E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS below MEDICAL PAYMENTS FOR PARTICIPANTS PRIMARY MEDICAL EXCESS MEDICAL DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certified Instructor of: Aerobics, Exercise, Personal training, Pilates, Strength, Yoga City of Carlsbad, its officers, employees, volunteers & agent are added as an additional insured, but only for liability caused, in whole or in part, by the acts or omissions of the named insured. CERTIFICATE HOLDER CANCELLATION City of Carlsbad, its officers, employees, volunteers & agent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 1200 Carlsbad Village Drive EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH Carlsbad, CA 92008 THE POLICY PROVISIONS, Owner/Manager/Lessor of Premises AUTHORIZED REPRESENTATIVE ~~ © 1988-2015 ACORD CORPORATION. All rights reserved. Coverage is only extended to U.S. events and activities. ** NOTICE TO TEXAS INSUREDS: The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State of Texas. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6BRPG0000006255600 ,/ COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULL V. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Carlsbad Senior Center 1200 Carlsbad Village Drive Carlsbad, CA 92008 City of Carlsbad, its officers, employees, volunteers & agents Ref: Barbara J. Shaver Ref: CP# 15781 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 6BRPG0000006255600 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) City of Carlsbad, its officers, employees, volunteers & agents 1200 Carlsbad Village Drive Carlsbad, CA 92008 Ref: Barbara J. Shaver Ref: CP# 158781 '°i:·':'<;t Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 8/21/2019 Company Profile CALIFORNIA DEPARTMENT OF INSURANCE Company Profile Company Search Company Search Results Company Information Old Company Names Agent for Service Reference Information NAIC Group List Lines of Business Workers' Compensation Complaint and Request for Action/ Appeals Contact Information Financial .Statements PDF's Annual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Action Composite Complaints Studies Additional Info Find A Company Representative In Your Area View Financial Disclaimer COMPANY PROFILE Company Information NATIONWIDE MUTUAL INSURANCE COMPANY ONE WEST NATIONWIDE BLVD. COLUMBUS, OH 43215-2220 800-523-7828 Old Company Names Agent For Service Melissa DeKoven 2710 Gateway Oaks Drive, Suite !SON Sacramento CA 95833-3505 Reference Information I NAIC #: 1123787 I California Company ID #: 111805-1 I Date Authorized in California: JI 08/03/1965 1:=============== License Status: I Company Type: JI Property & Casualty ::=================; I State of Domicile: II OHIO back to top NAIC Group List Effective Date NAIC Group #: 0140 NATIONWIDE CORP GRP Lines Of Business The company is authorized to transact business within these lines of insurance. For an explanation of any of these terms, please refer to the glossary. AIRCRAFT AUTOMOBILE BOILER AND MACHINERY BURGLARY COMMON CARRIER LIABILITY DISABILITY FIRE LEGAL INSURANCE LIABILITY MARINE MISCELLANEOUS PLATE GLASS https://interactive.web.insurance.ca.gov/companyprofile/companyprofile?event=companyProfile&doFunction=getCompanyProfile&eid=3720 1/2 8/21/2019 back to top © 2008 California Department of Insurance Company Profile SPRINKLER SURETY TEAM AND VEHICLE WORKERS' COMPENSATION ·; ,.,..;, https://interactive.web.insurance.ca.gov/companyprofile/companyprofile?event=companyProfile&doFunction=getCompanyProfile&eid=3720 2/2 AGREEMENT FOR FITNESS INSTRUCTION SERVICES BARBARA SHAVER 8 THIS AGREEMENT is mad,and entered into as of the ,5'fh day of c:;t,,d,82,.A_, , 20 /' , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Barbara Sh ver , an independent contractor , ("Contractor"). RECITALS A. City requires the professional services of a independent contractor that is experienced in fitness instruction. B. Contractor has the necessary experience in providing professional services and advice related to fitness instruction. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration 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 conditions. 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 of this 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 satisfactory 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 of the 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 fees specified in Exhibit "A" collected for each course, excluding transaction fees, non-resident City Attorney Approved Version 6/23/15 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 penalties under California Government Code sections 12650, et seq., and Carlsbad Municipal Code section 3.32.025. 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, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation 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 indemnification 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 of this 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 2 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 utilize 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 & Recreation Department with the criminal history background check with Live Scan fingerprint and TB test information discussed in paragraph 11 and the certifications 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 ratios: 9.1 Classes 9.1.1. 1 Contractor for 20 students (Ages 5 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 15 students (Ages 5 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 Carlsbad Parks & Recreation Department's Safety Rules and participate in a Contractor Instructional Services Agreement renewal meeting each year. (See 2015 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: none required. If any certification(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 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. City Attorney Approved Version 6/23/15 3 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 indirectly 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 early 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 rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings 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 additional insured. 16.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the 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 Liability and Sexual Abuse and Molestation coverage (if there are athletic participants). $1,000,000 combined single-limit per accident for bodily injury and property damage. 16.1.3 Workers' Compensation and Employer's Liability. 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 declaration stating this. City Attorney Approved Version 6/23/15 4 16.2 Additional 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 additional 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 execution 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 existing 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 time, complete and certified copies of any or all required insurance policies and endorsements. 17. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad 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 writing 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 5 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 City Name Mark Olson Title Recreation Area Manager Department Parks & Recreation City of Carlsbad Address 799 Pine Avenue Carlsbad, CA 92008 Phone No. 760-602-4682 For Contractor Name Barbara Shaver Title Instructor Address 1972 White Birch Drive Vista, CA 92081 Phone No. 760-727-2317 Email bshaver@sbcg lobal. net Each party will notify the other immediately of any changes of address that would require any notice 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 ActiveNet registration software, at https://apm.activecommunities.com/cityofcarlsbad. 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 Information 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 Carlsbad 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 6 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 20.1.§_lnstructor 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 Recreation Area Manager or designee immediately. 24. Canceling Course(s) The City, after first notifying Contractor, may cancel a course if the City does not receive registration forms and fees from the minimum number of at least 5 participants or the minimum specified in Exhibit "A" at least two 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 cancelations or rescheduling of classes. 26. CONFLICT OF INTEREST If requested, 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 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 prohibiting discrimination 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 otherwise 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 forwarded 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 resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded 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 action of the City Manager will be binding City Attorney Approved Version 6/23/15 7 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 determination 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 consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation 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 consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent 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 litigation 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 12650 et 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 penalties 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 action 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 8 34. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective 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 entire Agreement and understanding between the parties relating 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 writing signed by both parties. II II II II II II II II II II II II II II II II II II City Attorney Approved Version 6/23/15 9 36. AUTHORITY The individuals executing 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 (sign here) (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By ~i Chris Ha~~/ Parks & Recreation Director ATTEST: \ 10w)ccAD--/{ 11Llik~~tTL BARBARA ENGLESON 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: ~ --A~s~s_,is .... ta-R--=t'-C-i-ty_A_t-to_r__,n.._e_y ___ _ ~;>~ City Attorney Approved Version 6/23/15 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing 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 80.., \r\ Q 1-.e.5 0 ) On q l :a I \ 5 before me, ~K~e..~\_l ~-~~u_r_e~h ~----'-+--f---1 _t,.J~c'.)_k_v--_~ ___ Date _ He'rrl nsert Name and Tftle· of the Officer 1 personally appeared -~_::_l...=_C\_,_r~=.__..__,='--------2)=-___:_--=----,~~,e____:,""---'---'---------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/at'e- subscribed to the within instrument and acknowledged to me that l'te,lshe/tt-tey executed the same in ~her/thetF authorized capacity(i~, and that by h+stl=ler/thetr signature~) on the instrument the person~), or the entity upon behalf of which the person~ acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------oPTTONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: A~t-1\l,.. fur :r. [\&~. ~ucs_ Document Date: __ q~(~"2.=-..--/~I &~--- Number of Pages: \ -a S1gner(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's e: ____________ _ ·-Corporate Officer -Title(s): ______ _ ...: Corporate fficer -Title(s): ______ _ _ : Partner -~: Limited ::.; General _ Partner -imited : General /qndividual ' · Attorney in Fact · .• Trustee Guardian or Conservator -Individual ·· · Attorney in Fact _ Trustee ardian or Conservator ··-·Other: ______________ _ : Other: -------"<-------- Signer Is Representing: _________ _ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) City of Carlsbad Parks & Recreation Department Scope of Service Class Title: Better Balance and Mobility Instructor: Barbara Shaver Class Description: This is a progressive balance and mobility program that improves balance, strength, and posture, sensory systems, walking ability, confidence and safety awareness. Learn strategies to reduce the risk of falling. Participants progress at their own level of ability. Must have the ability to walk and stand independently. Class Minimum: 6 Class Maximum: 20 Ages:50+ Fees: (6 classes) $42 (7 classes) $49 (8 classes) $56 (9 classes) $63 Assistants Name: Tia Lanzetta Address: 902 Caminito Madrigal, Unit E, Carlsbad, CA 92011 Phone: 858-523-1772 (H} Email: tia2tadah@roadrunner.com Assistants Name: Lois Williams Address: 3363 Tyler Street #304, Carlsbad, CA 92008 Phone: 760-729-7712 Email: Assistants Name: Jessie Carter Address: (H} Phone: 760-644-4386 (H} Email: Jcarter59905@gmail.com Assistants Name: Gretchen Vurbeff Address: 5063 Ciardi Court, Carlsbad, CA 92008 Phone: (H) 619-518-5381 Email: gvurbeff@gmail.com 11 (C) (C) (C) (C) Exhibit A Scope of Service ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 11/17/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riQhts to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Mass Merch Underwriting K & K Insurance Group, Inc. PHONE 800-596-0969 FAX 888-827-1185 ! /A/C No Extl: /A/C Nol: 1712 Magnavox Way E-MAIL fitnessrpg@kandkinsurance.com Fort Wayne Indiana 46804 ADDRESS: PRODUCER CUSTOMER ID: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: Nationwide Mutual Insurance Company 23787 Barbara J. Shaver INSURERS: 1972 White Birch Drive INSURERC: Vista, CA 92081 A Member of the Sports, Leisure & Entertainment RPG INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W00946496 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTR INSD WVD /MM/DD/YYYYl /MM/DDIYYYYl A X COMMERCIAL GENERAL LIABILITY X 6BRPG0000005861300 12/08/2016 12/08/2017 EACH OCCURRENCE $1,000,000 -=:]CLAIMS-0occuR 12:01 AM EDT 12:01 AM DAMAGE TO RENTED MADE PREMISES /Ea Occurrence\ $300,000 MED EXP (Any one person) >--$5,000 PERSONAL & ADV INJURY $1,000,000 -GENERAL AGGREGATE $5,000,000 >-- / GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $1,000,000 R POLICY D PRO-DLOC PROFESSIONAL LIABILITY $1,000,000 JECT OTHER: LEGAL LIAB TO PARTICIPANTS $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accident) >--ANY AUTO BODILY INJURY (Per person) >--OWNED AUTOS B SCHEDULED ONLY AUTOS BODILY INJURY (Per accident) HIRED NON-OWNED PROPERTY DAMAGE -AUTOS ONLY AUTOS ONLY (Per accident) NOT PROVIDED WHILE IN HAWAII UMBRELLA LIAB tj OCCUR EACH OCCURRENCE - EXCESS LIAB CLAIMS-MADE AGGREGATE -OED n RETENTION WORKERS COMPENSATION AND NIA _JPER LJ EMPLOYERS' LIABILITY STATUTE OTHER ANY PROPRIETOR/PARTNER/ Y/N E.L. EACH ACCIDENT EXECUTIVE OFFICER/MEMBER D E.L DISEASE-EA EMPLOYEE EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION E.L. DISEASE-POLICY LIMIT OF OPERATIONS below MEDICAL PAYMENTS FOR PARTICIPANTS PRIMARY MEDICAL EXCESS MEDICAL DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certified Instructor of: Aerobics, Exercise, Personal training, Pilates, Strength, Yoga The certificate holder is added as an additional insured, but only for liability caused, in whole or in part, by the acts or omissions of the named insured. CERTIFICATE HOLDER CANCELLATION Carlsbad Senior Center SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 799 Pine Avenue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. (Owner/Lessor of Premises) AUTHORIZED REPRESENTATIVE ~~ Coverage is only extended to U.S. events and activities. ** NOTICE TO TEXAS_ INSUREDS: The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State ofTexas ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. POLICY NUMBER: 6BRPG0000005861300 / COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Carlsbad Senior Center 799 Pine Avenue Carlsbad, CA 92008 RE: Barbara J. Shaver CP#19938 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1