HomeMy WebLinkAboutC-7587-1 - Services Agreement for Skills WorkshopU
SERVICES AGREEMENT
WITH STACEY FETTERMAN FOR
SKILLS WORKSHOP
THIS SERVICES AGREEMENT ("Agreement') is made and entered into as of this
17th day of December 2018 ("Effective Date") by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and STACEY
FETTERMAN, a sole proprietor doing business as STACEY FETTERMAN YOGA AND
MINDFULNESS ('Provider"), whose address is 1300 Adams Avenue, Unit 2B, Costa
Mesa, California 92626 and it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 4, 2019, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Provider shall provide the following:
A skills workshop on dealing with others ("Workshop").
2.2 Provider shall provide such Workshop at the following location and date:
Location: Mariners Library, Vincent Jorgensen Room (the "Library")
1300 Irvine Avenue
Newport Beach, CA 92660
Date: January 3, 2019
Workshop start time: 10:00 a.m.
Provider shall complete all set up by: 9:45 a.m.
2.3 The City shall be responsible for:
2.3.1 Providing the room for the Workshop at the Library, along with
electrical, lighting and seating.
2.4 Provider shall be responsible for:
2.4.1 Providing Workshop at the Library as outlined above;
2.4.2 Providing all peripheral equipment, props, musical instruments
and/or other participants necessary to present the Workshop;
2.4.3 Providing directions and travel arrangements sufficient for all other
participants to travel to the Library for the Workshop;
2.4.4 Food, refreshments and personal requirements for all other
participants;
2.4.5 Following all directions of City staff as to the entry and egress from
the Library, including when loading and unloading any equipment;
2.4.6 Obtaining prior written approval from the City for all printed (including
electronically delivered) materials related to the Workshop under this Agreement,
including press releases, prior to any distribution;
2.4.7 Immediately reporting to the Program Coordinator any damage to the
Workshop facilities that could cause potential injury to users of the Library, or other
needed maintenance repairs or requirements;
2.4.8 Maintaining the highest degree of participant and audience safety
possible and completely following all City policies and procedures by immediately
reporting any injuries as a result of the Workshop;
2.4.9 Provider shall at all times conduct himself/herself professionally,
courteously and appropriately for this family -friendly facility, and shall be free from the
influence of alcohol or drugs; and
2.4.10 Provider agrees, assures and certifies that, except as permitted by
law, no person shall, on the grounds of race, religious creed, color, national origin,
ancestry, age, physical disability, mental disability, medical condition including the
medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition
related thereto, marital status, sex, sexual orientation, or any other impermissible basis
under law, be excluded from participation in or be denied the benefits of the services
provided pursuant to this Agreement, and that Provider shall not discriminate on said
grounds in the selection and retention of employees and the procurement of materials
and equipment, except as provided in Section 12940 of the Government Code of the State
of California. Provider shall also conform to the requirements of the Americans with
Disabilities Act in the Workshop of all obligations under this Agreement.
3. TIME OF WORKSHOP
3.1 Time is of the essence in the performance of Services under this Agreement
and Provider shall provide the Workshop in accordance with the schedule indicated
above. Notwithstanding the foregoing, Provider shall not be responsible for delays due
to causes beyond Provider's reasonable control.
3.2 In the event of illness, Provider is required to notify City twelve (12) hours
prior to cancellation of the Workshop. If canceling Workshop for any reason other than
illness, Provider shall provide two (2) weeks' notice to the Program Coordinator. In the
event of cancellation, Provider shall return all monies advanced by the City.
3.3 For all time periods not specifically set forth herein, Provider shall
communicate with City in the most expedient and appropriate manner under the
circumstances, by fax, hand -delivery or mail.
4. COMPENSATION TO PROVIDER
City shall pay Provider for the Workshop on a flat rate basis in accordance with the
provisions of this Section. Provider's compensation for the Workshop provided in
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accordance with this Agreement, including all reimbursable items and fees, shall not
exceed Ninety Dollars and 00/100 ($90.00) without prior written authorization from City.
No rate changes shall be made during the term of this Agreement without the prior written
approval of City. City shall pay Provider upon Provider's arrival for set-up on the date of
the Workshop.
5. INCOME TAX WITHHOLDING
Provider warrants that it is, for purposes of income tax withholding, domiciled in
the State of California and shall be solely responsible for the payment of any income tax
as required by the State of California. Provider agrees to defend, indemnify and hold City
harmless from any tax collection efforts by the State of California, or any other
governmental taxing authority, against the City.
6. ADMINISTRATION
This Agreement will be administered by the Recreation & Senior Services
Department. City's Recreation Supervisor or his/her designee shall be the Program
Coordinator and shall have the authority to act for City under this Agreement. The
Program Coordinator or his/her designee shall represent City in all matters pertaining to
the Workshop to be rendered pursuant to this Agreement.
7. HOLD HARMLESS
7.1 To the fullest extent permitted by law, Provider shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any work
performed or services provided under this Agreement including, without limitation, defects
in workmanship or materials or Provider's presence or activities conducted for the
Workshop (including the negligent and/or willful acts, errors and/or omissions of Provider,
its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
7.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Provider to indemnify the Indemnified Parties from any Claim arising from the sole
negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the Provider.
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8. INDEPENDENT CONTRACTOR
It is understood that City retains Provider on an independent contractor basis and
Provider is not an agent or employee of City. The manner and means of conducting the
Workshop are under the control of Provider, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. No civil service
status or other right of employment shall accrue to Provider or its employees. Nothing in
this Agreement shall be deemed to constitute approval for Provider or any of Provider's
employees or agents, to be the agents or employees of City. Provider shall have the
responsibility for and control over the means of performing any work or service provided
under this Agreement, provided that Provider is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Provider as to the details of the Workshop or to exercise a measure of control over
Provider shall mean only that Provider shall follow the desires of City with respect to the
results of the Workshop.
9. COOPERATION
Provider agrees to work closely and cooperate fully with City's designated Program
Coordinator. City agrees to cooperate with the Provider on the Workshop.
10. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Workshop to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Provider, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Provider is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Provider. Control means fifty percent (50%) or more of the voting power, or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
11. INTELLECTUAL PROPERTY AND INDEMNITY
The Provider warrants that it has the legal right to utilize the songs, scripts, and/or
other intellectual property and materials in its Workshop provided under this Agreement.
The Provider shall defend and indemnify City, its agents, officers, representatives and
employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Provider's Workshop provided under this Agreement.
12. CITY'S RIGHT TO EMPLOY OTHER PROVIDERS
City reserves the right to employ other Providers in connection with any City event,
workshop, performance or concert.
13. NOTICES
13.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
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business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Provider to City shall be addressed to City at:
Attn: Recreation & Senior Services Director
Recreation & Senior Services Department
City of Newport Beach
1000 Avocado Ave.
PO Box 1768
Newport Beach, CA 92658
13.2 All notices, demands, requests or approvals from City to Provider shall be
addressed to Provider at:
Attn: Stacey Fetterman
Stacey Fetterman Yoga and Mindfulness
1300 Adams Avenue, Unit 2B
Costa Mesa, CA 92626
Phone: 858-336-9364
14. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Provider shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Provider's acceptance
of the final payment shall constitute a waiver of all claims for compensation under or
arising out of this Agreement except those previously made in writing and identified by
Provider in writing as unsettled at the time of its final request for payment. The Provider
and the City expressly agree that in addition to any claims filing requirements set forth in
the Agreement, the Provider shall be required to file any claim the Provider may have
against the City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
15. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, that party shall be deemed in default
of this Agreement. City shall have the right, at its sole and absolute discretion and without
cause, of terminating this Agreement at any time by giving no less than seven (7) calendar
days' prior written notice to Provider.
16. STANDARD PROVISIONS
16.1 Compliance with all Laws. Provider shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted.
16.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
Stacey Fetterman Yoga and Mindfulness Page 5
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
16.3 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
16.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and any attachments attached hereto, the terms
of this Agreement shall govern.
16.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
16.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Provider and City and approved as to form by the City
Attorney.
16.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
16.8 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
16.9 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
16.10 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:— Z
By: &4 GA"nd..
FvrAaron C. Harp MW k7A1,'A%
City Attorney
ATTEST: /.q Iq
Date:
By:
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Leilani
I. Brow
City Clerk N wl�
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: I • ':F> • I "(
& SWiior Services Director
PROVIDER: STACEY FETTERMAN, a
sole proprietor doing business as
STACEY FETTERMAN YOGA AND
MINDFULNESS
Date:
By:
S y Fetter an
ND OF SIGNATURES]
op Invoice
Stacey Fetterman Yoga and Mindfulness Page 7
EXHIBIT A
WORKSHOP INVOICE
Stacey Fetterman Yoga and Mindfulness Page A-1
STACEY FETTERMAN YOGA AND MINDFULNESS
INVOICE
858-336.9364
Staceyfetterman@gm all.
com
1300 Adams Ave
2B
Costa Mesa, CA
92626
Attention: Brason Alexander
City of Newport Beach - RSS
Date: 1216118
Mindful Tools for Children Workshop
Mindful Skills Workshop 1-3-19 1 he
................... _.... _.... _.. _....... _..... i............ .......
..........
With gratitude,
Stacey Fetterman
91 •4
EVANSTON INSURANCE COMPANY
CERTIFICATE NO.: 636802979483069368
CERTIFICATE OF INSURANCE
SPECIAL EVENT LIABILITY PROGRAM
PRODUCER
PUBLIC ENTITY (ADDITIONAL INSURED)
Alliant Insurance Services, Inc. in conjunction with
City of Newport Beach
Apex Insurance Services
P. 0. Box 6450
Newport Beach, CA 92658
License No: OC 36861
NAMED INSURED (EVENT HOLDER):
EVENT INFORMATION:
City of Newport Beach
TYPE: Various Instructional Classes - Fetterman
100 CIVIC CENTER DRIVE
DATE(S): 01/03/2019
NEWPORT BEACH, CA 92660
LOCATION: MARINERS PUBLIC LIBRARY VINCENT JORGENSEN ROOM
*Liquor Liability Yes No •
"Liquor Liability after 12 am ends before 2 am ❑
This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy
period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless
amended as described in Special Conditions.
INSURANCE CARRIER: Evanston Insurance Company
MASTER POLICY NUMBER: SEP41028
MASTER POLICY DATES: EFFECTIVE: January 01, 2019 EXPIRATION: January 01, 2020
COMMERCIAL GENERAL LIABILITY General
OCCURRENCE FORM
DEDUCTIBLE: NONE
Aggregate Limit $ 2,000,000
Products & Completed Operations 1,000,000
SPECIAL CONDITIONS:
Personal & Advertising Injury 1,000,000
The following endorsements attached to
Each Occurrence Limit 1,000,000
the Master Policy do not apply to this
Damage To Premises Rented To You (Any One Premises) 100,000
Certificate Of Insurance:
Medical Payments (Any One Person) 5,000
MEGL1643
Liquor Liability (If purchased) 1,000,000
Optional Limits Purchased
❑ $1,000,00053,000,000
❑ $2,000,00032,000,000
Property Damage (If purchased)
No Property Damage Coverage
The limits of insurance apply separately to each event insured by this policy as its separate policy of insurance has been issued for that event.
OTHER ADDITIONAL INSUREDS
CANCELLATION: Should the above described policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy
provisions.
DATE ISSUED: 12/13/2018