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HomeMy WebLinkAboutC-4217 - Independent Contractor Agreement Recreation InstructorINDEPENDENT CONTRACTOR AGREEMENT RECREATION INSTRUCTOR This Independent Contractor Agreement ("Agreement") is made and entered into as of this 1st day of January, 2015 ("Effective Date") by and between the City of Newport Beach, a California municipal corporation and charter city ("City"), and Culinary Cooking Kids, a California limited liability company ("Contractor"), to provide the classes or programs in Enrichment ("Class" or 'Program') hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by reference, and as approved in writing by City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 17 qRT The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2016, unless terminated earlier as provided herein. 2. COMPENSATION 2.1 City shall pay Contractor within twenty-one (21) City business days after the last Class meeting. 2.2 City shall pay Contractor an amount equal to: 2.2.1 Sixty percent (60%) of the amount of the total enrollment fees collected, minus the non-resident fee and a five dollar ($5.00) per person administration fee for each Class. 2.2.2 Eighty percent (80%) of the amount of the total enrollment fees collected for each Class at the After Class Enrichment (ACE) programs. Materials fees are not permitted for ACE programs and must be incorporated in price provided to City. 2.3 City shall pay Contractor electronically. Contractor shall be responsible for ensuring an up to date "Direct Deposit Authorization Form" is on file with City. 3. DUTIES OF CITY 3.1 Registration. City shall register all participants and shall collect all enrollment fees. Contractor shall not accept enrollment fees directly from a participant unless City approves, in advance and in writing, the acceptance of enrollment fees by Contractor. Contractors shall only collect material fees that are pre -approved by City and published in advance in the Newport Navigator and/or the OASIS News. Such material fees shall be collected by Contractor at the first Class meeting. 3.2 Publicity. City shall provide publicity for the Class in the Newport Navigator (published on a quarterly basis) and/or the OASIS News (published on a monthly basis). City shall have the sole discretion to decide what information will be included in the Newport Navigator and/or the OASIS News about the Class and Contractor. Publicity may also include flyers created by City or Contractor. Contractor - created marketing materials must be approved in writing by City before distribution. 3.3 Class Facility. City shall provide a location for the Class without charging Contractor any rental fees, unless otherwise agreed by the parties. Contractor will request dates and times for the Classes and City will inform Contractor if the facility is available. It is Contractor's sole responsibility to request these dates/times; City will not schedule Contractor's Classes without receiving date/time requests from Contractor. City facilities shall only be used for Classes authorized by the City under this Agreement. 3.4 Refund Processing. Refunds are at the discretion of the City. City shall provide refunds to participants when: 3.4.1 The participant drops the Class before the second Class meeting; 3.4.2 The participant drops a Class that is a one (1) day or more workshop at least five (5) City business days before the workshop begins; or 3.4.3 The Class is canceled by City or Contractor. If canceled by Contractor, all required paperwork must be received by City at least seventy-two (72) hours before start date of Class. 3.5 Class Roster. Sion -Out and Attendance Sheets. City shall provide Class rosters, sign -out sheets and attendance sheets to Contractor online via City's registration system. Contractor is responsible for requesting log -in and password information from City for use of the registration system. 4. CONTRACTOR DUTIES 4.1 Contractors. Contractor hereby certifies that it, or any subcontractor, representative or employee (collectively "Representative" or "Representatives") who will be teaching the Class or assisting in teaching the Class are qualified to do so, and qualified to perform the services described above and in the Program outline submitted to City. Contractor is responsible for all Class curriculum development. Contractor is responsible for training, supervising, evaluating, scheduling, and any other requirements by law for all Representatives. Contractor warrants that it will continuously furnish the necessary personnel to provide the Program or Classes as contemplated by this Agreement. 4.2 Representatives. Contractor shall provide City with the name(s), address(es) and phone number(s) of all Representatives who will be providing any services pursuant to this Agreement. All Representatives must comply with the Fingerprint and Criminal Background Check policy in Section 9. All Representatives must be able to provide proof of legal right to work in the United States. Culinary Cooking Kids Page 2 4.2.1 Representative Approval Form. Attached as Exhibit A, and incorporated herein by reference, is the Representative Approval Form ("Form"). Each Representative is required to obtain the written approval of the Recreation & Senior Services Director prior to performing any services under this Agreement. Prior to Contractor using any Representative to provide any services pursuant to this Agreement, Contractor shall submit to City a completed Form for each Representative that Contractor desires to use to provide services pursuant to this Agreement. Contractor, at the sole discretion of City, shall remove from the Program any Representative assigned to the performance of services pursuant to this Agreement upon written request of City. 4.2.2 Please initial the statement that applies: _ I will not be using Representatives. /I will be using Representatives. Any completed and approved Forms shall be incorporated herein by reference. I shall not authorize any Representative to provide services pursuant to this Agreement unless and until the Recreation & Senior Services Director has approved in writing the completed Form for that individual Representative. 4.3 Subcontracting. Contractor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. 4.4 Supplies/Equipment. Contractor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the Class, at Contractor's sole expense. Contractor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. 4.5 Anti -Discrimination Laws. Contractor agrees and certifies that 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 the law, be excluded from participation in, or be denied the benefits of the services provided pursuant to this Agreement except as otherwise permitted by law. Contractor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 4.6 Class Size. Contractor shall determine the minimum and maximum number of participants required for each Class to ensure the quality and safety of the Class participants. Contractor or Representative is required to attend the first Class meeting of all Class offerings advertised in the Newport Navigator and/or OASIS News unless Contractor cancels the Class at least three (3) City business days prior to the first Class date, with the prior written approval of City. In the event of such approved cancellation, Contractor shall be responsible for informing all registered participants. In Culinary Cooking Kids Page 3 the event that the minimum number of participants is not met by the first Class meeting, the Class shall be canceled and Contractor shall not be compensated for attending the first meeting or for any canceled Class. Contractor shall not be obligated to provide any additional services in regards to the canceled Class. If the minimum number of participants is met or exceeded, the Class shall be held as scheduled (even if any of the initial participants subsequently drop the Class), subject to Section 15 of this Agreement. If the demand is such that an additional Class could be offered, it shall be taken under consideration and negotiated between City and Contractor. If Class(es) are canceled for two (2) consecutive quarters due to lack of enrollment, the Class will not be scheduled again until City determines that public demand has increased. 4.7 Use of Non -City Facilities for Classes. If Contractor desires to conduct the Class at its place of business, or some other non City -owned site or facility, such location shall be first approved in writing by the City, which approval may be granted or conditioned by City in its sole and absolute discretion. Upon said written consent by City, Contractor must: Class; and 4.7.1 Notify City at least twenty-four (24) hours in advance; 4.7.2 Provide sufficient parking for all participants; 4.7.3 Post signs at the site to direct participants to the location of 4.7.4 Allow access to City staff to the location when requested. 4.8 Absences. Contractor shall obtain permission from City one (1) week prior to any planned absence from the Class. In the event of illness, Contractor is required to notify City and participants at least twelve (12) hours prior to any Class cancellation. 4.8.1 City urges Contractor to get a substitute Representative whenever possible instead of canceling Classes. Contractor shall obtain City's prior written approval of any substitute Representative. Any substitute Representative must have completed fingerprinting and a criminal background check pursuant to Section 9 prior to teaching any Programs or Classes and must have an authorized Representative Approval Form on file with City. 4.9 Contact Information. Contractor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty-eight (48) hours of such change. 4.10 Contractor Informational Meeting. Contractor or Contractor's authorized Representative or employee shall attend an annual "Contractor Informational Meeting." 4.11 Camp Participant Emergency Waiver Form Requirements. All Contractors who offer camps shall require all participants to complete and return to Contractor, or its designee, on or before the first day of camp, a City issued "Emergency Contact Information Form." Culinary Cooking Kids Page 4 4.12 Sign -Out Sheets. All camp Contractors with participants ages ten (10) years and younger shall have a parent or legal guardian sign out each said Class participant after each Class. Sign -out sheets along with attendance sheets are available to Contractor online through the instructor login. All camp Contractors with participants age seventeen (17) years and younger shall retain written permission from a parent or legal guardian to allow said participants to transport themselves home from the Class site. 4.13 Other Requirements. Contractors shall: 4.13.1 Cooperate fully with all reasonable requests from City staff; 4.13.2 Maintain the highest degree of participant safety possible; 4.13.3 Injuries or Damages. Immediately report to City's Project Administrator named in Section 5 below, by phone or email, any injuries as a result of Class participation, damages to the classroom or Program facility that could cause potential injury to a Class participant, and/or other needed maintenance repairs; 4.13.4 Clear all participants from the designated Class area at the end of Class time unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations; 4.13.5 Ensure that any music or sound system is kept at levels that will not interfere with other classes or create a public disturbance/nuisance; 4.13.6 Close and secure the room or building at the end of each Class; 4.13.7 Turn off any lights, heat, air conditioning, or other utilities the end of each Class; 4.13.8 Complete and return via email, by the date set forth by City's Project Administrator, the quarterly "Contract Class Schedule" if Contractor wishes to be a part of City's marketing materials; 4.13.9 Know facility rules and regulations and provide pertinent information (e.g., refund policy) to participants; 4.13.10 Pay a twenty dollar ($20.00) lost key/replacement fee when Contractor requests replacement key; and 4.13.11 Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and OASIS News and the current Contractor Handbook which is incorporated herein by reference. Contractor's signature on this Agreement signifies acknowledgement of receipt of the Contractor Handbook. Culinary Cooking Kids Page 5 4.14 Contractor Photo ID Badge. Contractor and Representatives are required to wear a City -provided Contractor Photo ID Badge at all times while engaging in services for City. Contractor shall be required to pay five dollars ($5.00) for any lost or replacement Contractor Photo ID Badge. Contractor Photo ID Badges are distributed upon execution or renewal of the Agreement with City. 5. PROJECT ADMINISTRATOR This Agreement will be administered by the Recreation & Senior Services Department. Recreation Supervisor, or designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 6. NOTICES Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, 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 business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. 6.1 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn.: Recreation Supervisor Recreation & Senior Services Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 6.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at the contact information provided on the signature page to this Agreement. 7. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement, Contractor and Representatives shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and Social Security taxes and to provide for its own workers compensation and unemployment insurance and that of its Representatives. Contractor also agrees to provide liability insurance as required by City and described more fully below and in Exhibit B. City shall not be liable for any payment or compensation in any form to Contractor other than as provided herein. City reserves the right to employ other independent contractors and contractors who teach the same or similar classes. City Culinary Cooking Kids Page 6 shall provide Contractor with IRS Form 1099-MISC or other applicable IRS forms at the end of the calendar year for all fees paid to Contractor. 8. INSURANCE REQUIREMENTS Without limiting Contractor's indemnification of City, and prior to commencement of Classes, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. This provision shall not apply to Contractors providing non -fitness related classes at the OASIS Senior Center. 9. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK 9.1 Contractor and its Representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to teaching, substituting for Contractor, or assisting with any Class. Contractor and its Representatives are required to submit fees at City's cost pursuant to the administrative fee schedule (NEMC §3.36.030) to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints may be required to be updated every five (5) years. 9.2 In addition, all Classes involving participants age seventeen (17) years or younger ("minors') must be taught in an open atmosphere where parents and guardians are able to observe Class instruction, if so desired. At no time may the parent or guardian of a minor be denied access to a Class. 10. TRANSPORTING OF MINOR PARTICIPANTS 10.1 Unless the Program specifically involves travel or transportation of minors to an offsite location, Contractor or its Representatives, shall not transport any minor participant by vehicle or otherwise. 10.2 If, after the conclusion of any Class session, a minor participant has not been picked up, Contractor shall make every effort to contact the minor's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Contractor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at (949) 644-3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol Division at (949) 795-2381 (Monday through Friday, 5 p.m. to 9 p.m. and Saturday and Sunday, 9 a.m. to 5 p.m.). During all other hours, Contractor shall contact the Newport Beach Police Department Dispatch number for assistance at (949) 644-3717. 11. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All Class rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Contractor, shall Culinary Cooking Kids Page 7 remain the property of City. Contractor shall not release such information to others without the prior written authorization by City. Contractor shall not use such information for any other purpose than that authorized by City. All Class rosters, Class participant addresses and contact information shall be used by Contractor solely for administration of Classes and performing City business. Contractor shall take reasonable steps consistent with the law to prevent distribution of such information. Contractor's obligations under this Section shall survive the termination of this Agreement. 12. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Contractor shall not include City's name, seal, logos or insignia, or photographs of the Class site or participants, in any publicity pertaining to Contractor's services or Class in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 13. BUSINESS LICENSE Newport Beach Municipal Code Chapter 5.04 provides that every business operating in City must obtain a business license prior to conducting business in City and pay the required business license tax. The City business license tax is an annual fee due every twelve (12) months. Contractor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business license applications are available in the Revenue Division Office at Newport Beach City Hall. In certain circumstances, Contractor may be eligible to pay a reduced business license tax, which is known as an "apportioned business tax'. A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of the business license must be submitted with this Agreement. 14. INDEMNIFICATION 14.1 General. Contractor shall indemnify, defend and hold harmless City, its elected and appointed officers, employees, agents, volunteers, representatives, the City Council, boards and commissions ("Indemnified Parties") with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Contractor, its employees, representatives, officers and agents in the course of performing services under this Agreement; however, Contractor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. 14.2 Intellectual Property. Contractor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Contractor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Contractor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the Effective Date of this Culinary Cooking Kids Page 8 Agreement. If Contractor will be providing a public performance of musical compositions or arrangements that are subject to a license held by a third party, it is the responsibility of Contractor to obtain the appropriate license to perform the material prior to the public performance. 15. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor on a prorated basis for any Classes or Programs that were actually taught by Contractor, if any, up to the effective date of termination. 16. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under the Agreement, Contractor shall submit to City in writing, all claims for compensation under or arising out of this Agreement. Contractor'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 Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to all claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (California Govt. Code §§ 900 et seq.). 17. STANDARD PROVISIONS 17.1 Compliance with all Laws. Contractor 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. 17.2 Waiver. A waiver by City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 17.3 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 contract or implied covenant shall be held to vary the provisions herein. 17.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits attached hereto, the terms of this Agreement shall govern. Culinary Cooking Kids Page 9 17.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 17.6 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. 17.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 17.8 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. 17.9 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. 17.10 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. 17.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] Culinary Cooking Kids Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN Y'S OFFICE Date: By: Aaron arp P� City Attorney d" ATTEST: Date: �c2•�[•l By: 44 LO& )- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: \ 2 - k Ni By: L a Detweiler R c eation & Senior Services Director CONTRACTOR: Culinary Cooking Kids, a California limited liability company i YD Signature Date Print Name Print Title fay ii e on �Im &IcFo Signature D to Print Name Print Tft [END OF SIGNATURES] Attachments: Exhibit A — Representative Approval Form Exhibit B — Insurance Information Culinary Cooking Kids Page 11 EXHIBIT A REPRESENTATIVE APPROVAL FORM PLEASE PRINT LEGIBLY CONTRACTOR NAME: REPRESENTATIVE: NAME: ADDRESS: CITY, STATE ZIP: DATE OF BIRTH: PHONE# EMAIL: SIGNATURE OF REPRESENTATIVE: DATE -- ---------------- -- CITY USE ONLY CONTRACT #: FINGERPRINTS: YES NO BACKGROUND: O YES O NO CLEARED CLEARED TO O YES D NO WORK PHOTO TAKEN: = YES NO CONTRACTOR O YES NO NOTIFIED BY EMAIL Culinary Cooking Kids A-1 EXHIBIT B INSURANCE REQUIREMENTS A. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City Risk Manager. C. Coverage Requirements. 1. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. (a) Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. (b) In the event Contractor has no employees requiring Contractor to provide Workers' Compensation insurance, Contractor shall so certify to City in writing prior to City's execution of this Agreement. 2. General Liability Insurance. Contractor shall maintain commercial general liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. (a) Contractor shall have the option of purchasing liability coverage through the City of Newport Beach's Special Event insurance Culinary Cooking Kids B-1 program, or through Southern California Municipal Athletic Federation ("SCMAF") or providing its own coverage. If Contractor elects to obtain its own coverage, said coverage must be as outlined in this Exhibit. (b) Please initial the statement that applies: 9rC/ Contractor shall provide a copy of the General Liability Insurance with Additional Insured Endorsement that meets the requirements contained herein. Contractor shall utilize City -provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a quarterly basis by City. I have reviewed the Contractor Handbook for complete information. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 3. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. 2. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be included as insureds under such policies. Culinary Cooking Kids B-2 3. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. 4. Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 5. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. E. Additional Agreements Between the Parties. The parties hereby agree to the following: 1. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by the City Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 2. City's Riqht to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving Contractor sixty (60) days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. 3. Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. 4. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for higher limits maintained by Culinary Cooking Kids B-3 Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. 5. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. 6. City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. 7. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 8. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Culinary Cooking Kids B-4 iv AMENDMENT NO. ONE TO INDEPENDENT CONTRACTOR AGREEMENT This Amendment No. ONE to Independent Contractor Agreement ("Amendment No. ONE") is made and entered into as of this 1 st day of May, 2014 ("Effective Date") by and between the City of Newport Beach, a California municipal corporation and charter city ("City"), and CULINARY COOKING KIDS, LLC a California limited liability company ("Contractor") to provide the classes or programs in COOKING ("Class" or "Program") hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by this reference, and as approved in writing by City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION Section 2.3 of the Agreement is amended in its entirety and replaced with the following: "2.3 (If applicable) Contractors providing Classes at the After -School Enrichment ("ACE") Programs shall be paid eighty percent (80%) of the amount of the total enrollment fees collected, minus the non-resident fee for each class held." 2. INSURANCE Section 7 of the Agreement is amended in its entirety and replaced with the following: ' "Without limiting Contractor's indemnification of City, and prior to commencement of any Class or Program, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference." 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. ONE to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNE rs OFFICE Date: 5 -20- I By: Aaron C. Farip City Attorney ATTEST: Date: �'aOA'a By: Lei ani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municip Date: S :�.a.al corporation . tom{ l c By: La Detweiler R c eation and Senior Services Director CONTRACTOR: CULINARY COOKING KIDS, LLC, a California limited liability company - n — Signature at Print Name Print Title r(x JPII A� M5!!q& Q�Y►b�,� ,Stint G� Signature Da Print Name Print Title [END OF SIGNATURES] Attachments: Exhibit B-- Insurance Requirements CULINARY COOKING KIDS, LLC Page 2 EXHIBIT B INSURANCE REQUIREMENTS — INDEPENDENT CONTRACTOR FOR RECREATION AND SENIOR SERVICES 1.1 Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.1(a) In the event Contractor has no employees requiring the Contractor to provide Workers' Compensation insurance, Contractor shall so certify to City in writing prior to City's execution of this Agreement. 1.3.2 General Liability Insurance. Contractor shall maintain commercial general liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or CULINARY COOKING KIDS, LLC Page B-1 modification limiting the scope of coverage for liability assumed under a contract. 1.3.2 (a) Contractor shall have the option of purchasing liability coverage through the City of Newport Beach's Special Event insurance program, or through Southern California Municipal Athletic Federation ("SCMAF") or providing its own coverage. If Contractor elects to obtain its own coverage, said coverage must be as outlined in this Exhibit. Please initial the statement that applies: Contractor shall provide a copy of the General Liability Insurance with Additional Insured Endorsement that meets the requirements contained herein. Contractor shall utilize City -provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a quarterly basis by City. I have reviewed the Contractor Handbook for complete information. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 1.3.3 Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against CULINARY COOKING KIDS, LLC Page B-2 City, and shall require similar written express waivers from each of its subcontractors. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.4.5 Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation. 1.5.3 Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes CULINARY COOKING KIDS, LLC Page B-3 no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 1.5.5 Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. 1.5.7 Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. CULINARY COOKING KIDS, LLC Page B-4 i INDEPENDENT CONTRACTOR AGREEMENT RECREATION INSTRUCTOR This Independent Contractor Agreement ("Agreement") is made and entered into as of this 1st day of January, 2013 ("Effective Date") by and between the City of Newport Beach, a California Municipal Corporation and Charter City ("City"), and Culinary Cooking Kids, LLC, a California limited liability company ("Contractor") to provide the classes or programs in Cooking ("Class" or "Program") hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by this reference, and as approved in writing by the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2014 unless terminated earlier as provided herein, 2. COMPENSATION 2.1 City shall pay Contractor within twenty one (21) business days after the last Class meeting. City shall pay the Contractor an amount equal to sixty (60%) percent of the amount of the total enrollment fees collected, minus the non-resident fee and a five dollar and no/100 ($5.00) per person administration fee for each Class held. 2.2 The City pays Contractors electronically; the Contractor shall be responsible for ensuring an up to date "Direct Deposit Authorization Form" is on file with the City. 2.3 (When applicable) Contractors providing Classes or Programs at Mariners Elementary School and/or Newport Elementary School ("Schools") shall submit to the City written notice of actual costs incurred in the performance of services under this Agreement to conduct the Class or Program at the Schools. Subject to the City's written acceptance of Contractor's actual costs, City shall reimburse the Contractor one hundred percent (100%) of the actual costs incurred within twenty one (21) business days after the last Class or Program meeting. 3. DUTIES OF CITY 3.1 Registration. City shall register all participants and shall collect all enrollment fees. Contractor shall not accept enrollment fees directly from a participant unless the City approves, in advance and in writing, the acceptance of enrollment fees by the Contractor. Contractors shall only collect material fees that are pre -approved by the City and published in advance in the Newport Navigator and/or the OASIS News (if applicable). Such material fees shall be collected by Contractor at the first Class meeting. CULINARY••KIDS, 1 3.2 Publicity. City shall provide publicity for the Class in the Newport Navigator (published on a quarterly basis) and/or the OASIS News (published on a monthly basis). City shall have the sole discretion to decide what information will be included in the Newport Navigator and/or the OASIS News about the Class and the Contractor. Publicity may also include flyers created by the City or the Contractor. Contractor created flyers must be approved in writing by the City before distribution. 3.3 Class Facility. City shall provide a location for the Class without charging Contractor any rental fees, unless otherwise agreed by the parties. The Contractor will request dates and times for the Classes and the City will inform the Contractor if the facility is available. It is the Contractor's sole responsibility to request these dates/times, the City will not schedule the Contractor's Classes for them. 3.4 Refund Processing. City shall provide refunds to participants when: 3.4.1 The participant drops the Class before the second Class meeting; 3.4.2 The participant drops a one (1) day or more workshop five (5) business days before the workshop begins; or 3.4.3 The Class is canceled by the City or Contractor. In the latter instance, the Contractor must provide the City with all required paperwork. 3.5 Class Roster, Sign -Out and Attendance Sheets. City shall provide Class rosters, sign -out sheets and attendance sheets to Contractor online via http://newportbeachca.gov/index.aspx?page=1432. Contractor is responsible for requesting log -in and password information from the City. 4. CONTRACTOR DUTIES 4.1 Contractors. Contractor hereby certifies that he/she or any subcontractor, representative or employee (collectively "Representatives") who will be teaching the Class or assisting in teaching the Class are qualified to do so, and qualified to perform the services described above and in the Program outline submitted to City. Contractor is responsible for all Class curriculum development. Contractor is responsible for training, supervising, evaluating, scheduling, and any other requirements by law for all Representatives. Contractor warrants that it will continuously furnish the necessary personnel to provide the Program or Classes as contemplated by this Agreement. 4.2 Representatives. Contractor shall provide the City with the name(s), address(es) and phone number(s) of all Representatives who will be providing any services pursuant to this Agreement. All Representatives of Contractor must comply with the Fingerprint Policy (see Section 8). All Representatives must be able to provide proof of legal right to work in the United States. 4.2.1 Representative Approval Form. Attached as Exhibit A, and incorporated herein by reference, is the Representative Approval Form ("Form"). Each Contractor Representative is required to obtain the written approval of the Recreation and Senior Services Director prior to performing any services under this Agreement. Prior to Contractor using any Representative to provide any services pursuant to this Agreement, Contractor shall submit to the City a completed Form for each CULINARY COOKING KIDS, LLC Page 2 Representative that Contractor desires to use to provide services pursuant to this Agreement. Contractor, at the sole discretion of City, shall remove from the Program any Representative assigned to the performance of services pursuant to this Agreement upon written request of City. 4.3 Please initial the statement that applies: ❑ I will not be using Representatives or employees. 1 will be using Representatives. Any completed and approved Form shall be incorporated herein by reference. Contractor shall not authorize any Representative to provide services pursuant to this Agreement unless and until the Recreation and Senior Services Director has approved in writing the completed Form for that individual Representative. 4.4 Subcontracting. Contractor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from the City. Subcontracts, if any, shall contain a provision. making them subject to all provisions of this Agreement. 4.5 SupplieslEquipment. Contractor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at Contractor's sole expense. Contractor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. 4.6 Anti -Discrimination Laws. Contractor agrees 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 the law, be excluded from participation in, or be denied the benefits of the services provided pursuant to this Agreement, and Contractor agrees not to discriminate on said grounds in the hiring and retention of employees and Representatives, unless authorized under Section 12940 of the California Government Code. Contractor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 4.7 Class Size. Contractor shall determine the minimum and maximum number of participants required for each Class to ensure the quality and safety of the Class participants. Contractor or Contractor's authorized representative is required to attend the first Class meeting of all Class offerings advertised in the Newport Navigator and/or OASIS News unless Contractor cancels the Class three (3) business days prior to the start date, with the prior written approval of City. In the event of such approved cancellation, Contractor shall be responsible for informing all registered participants. In the event that the minimum number of participants is not met by the first Class meeting, the Class shall be cancelled and the Contractor shall not be compensated for attending the first meeting or for any cancelled Class. Contractor shall not be obligated to provide any additional services in regards to the cancelled Class. If the minimum number of participants is met or exceeded, the Class shall be held as scheduled (even if any of the CULINARY COOKING KIDS, LLC Page 3 initial participants subsequently drop the Class), subject to Section 14 of this Agreement. If the demand is such that an additional Class could be offered, it shall be taken under consideration and negotiated between City and Contractor. If class(es) are cancelled for two (2) consecutive quarters due to lack of enrollment, the class will not be scheduled again until City determines that public demand has increased. 4.8 Use of Non -City Facilities for Classes. if Contractor desires to conduct the Class at his/her place of business, or some other non City -owned site or facility, Contractor must: and 4.8.1 Notify City at least twenty-four (24) hours in advance; 4.8.2 Provide sufficient parking for all participants; 4.8.3 Post signs at the site to direct participants to the location of class; 4.8.4 Allow access to City staff to the location when requested. 4.9 Absences. Contractor shall obtain permission from City one (1) week prior to any planned absence from the class. In the event of illness, Contractor is required to notify City and Participants twelve (12) hours prior to any Class cancellation. 4.9.1 City urges Contractor to get a substitute Representative whenever possible instead of cancelling Classes. Contractor shall obtain City's prior written approval of any substitute Representative. Any substitute Representative must have completed a criminal background check pursuant to Section 8 prior to teaching any City Programs or Classes and must have an authorized Representative Approval Form on file with the City. 4.9.2 When cancelling a Class, Contractor shall contact all participants as soon as possible. 4.10 Contact Information. Contractor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within forty eight (48) hours of such change. 4.11 Contractor Informational Meeting. Contractor or Contractor's authorized Representative or employee shall attend the Annual "Contractor Informational Meeting" that will be held in the Fall. 4.12 Camp Participant Emergency Waiver Form Requirements. All Contractors who offer camps shall require all participants to complete and return to Contractor, or his/her designee, on or before the first day of camp, a City issued "Emergency Contact Information Form". 4.13 Sign -Out Sheets. All Camp Contractors with participants ages 10 years and younger, must have a legal guardian sign out each Class participant after each Class. Sign out sheets along with Attendance sheets are available to the Contractor online through their instructor login. CULINARY COOKING KIDS, LLC Page 4 4.14 Other Requirements. Contractors shall: 4.14.1 Cooperate fully with all reasonable requests from City staff; 4.14.2 Maintain the highest degree of participant safety possible; 4.14.3 Immediately report to the Recreation & Senior Services Office any injuries as a result of Class participation; 4.14.4lniuries or Damages. Immediately report to the Recreation and Senior Services Office any injuries as a result of Class participation, damages to the classroom or Program facility that could cause potential injury to a Class participant, and/or other needed maintenance repairs. Contact the Recreation and Senior Services Office staff by phone or email; 4.14.5 Clear all participants from the designated Class area at the end of Class time unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations; 4.14.6 Ensure that any music or sound system is kept at levels that will not interfere with other classes or create a public disturbance/nuisance; 4.14.7 Close and secure the room or building at the end of each Class; 4.14.8 Turn off any lights, heat, air conditioning, or other utilities when Class is finished; 4.14.9 Complete and return the quarterly "Contract Class Schedule" requested by the City if Contractor wishes to be a part of the marketing materials; 4.14.10 Know facility rules and regulations and provide pertinent information (i.e. refunds) to participants; 4.14.11 Pay a $20 lost key/replacement fee when Contractor requests replacement key; and 4.14.12 Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and OASIS News and the current Contractor Handbook which is incorporated herein by this reference. Contractor's signature on this Agreement signifies acknowledgement of receipt of the Contractor Handbook. 4.15 Contractor Photo ID Badge. Contractors and their Representatives are required to wear a City provided Contractor Photo ID Badge at all times while engaging in services for the City. Contractor shall be required to pay $5.00 for any lost or replacement Contractor Photo ID Badge. Contractor Photo ID Badges are distributed upon renewal of their Agreement with City. COOKINGCULINARY S. NOTICES 5.1 Unless otherwise indicated, all notices, demands, requests or approvals, including change of address notices, 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 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 Contractor to City shall be addressed to City at: Attn: Raquel Valdez, Recreation Supervisor Recreation & Senior Services Department City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3156 E-mail: recreation@newportbeachca.gov 5.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at the contact information provided on page 13 of this Agreement. 6. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement that Contractor shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her Representatives. Contractor also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Contractor other than as provided herein. City reserves the right to employ other independent contractors and Contractors who teach the same or similar classes. City shall provide Contractor with IRS 1090 or other applicable IRS forms at the end of the calendar year for all fees paid to Contractor. 7. INSURANCE 7.1 General Liability Insurance. Contractor must provide and maintain at all times general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of one million dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Management or their designee prior to the first Class/day of instruction. 7.1.1 Contractor shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or through Southern CULINARY COOKINGPage 6 California Municipal Athletic Federation ("SCMAF") or providing his/her own coverage. If a Contractor elects to obtain his/her own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A- (or higher) and Financial Size Category Class of VII (or larger). 7.1.2 Contractor's insurance coverage shall be primary insurance and/or primary source of recovery as respects to City, its elected or appointed officers, agents, officials, employees and volunteers with respect to all claims, losses or liability arising directly or indirectly from the Contractor's operations or Service provided to the City. Any insurance or self-insurance maintained by City, its officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 7.1.3 Said policy must also provide a written thirty (30) day notice of cancellation (ten (10) day written notice for non-payment of premium) to the City of Newport Beach Recreation & Senior Services department, at the following address: P.O. Box 1768/ 3300 Newport Boulevard, Newport Beach, CA 92658. 7.2 Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self-insurance before commencing any work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. 7.2.1 The insurer issuing the Workers' Compensation insurance shall amend its policy by endorsement to waive all rights of subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers. Contractor shall submit to City, along with the required certificate of insurance a copy of such waiver of subrogation endorsement. 7.2.2 In the event Contractor has no employees requiring Contractor to provide Workers' Compensation insurance, Contractor shall so certify to City in writing prior to City's execution of this Agreement. 7.3 Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence, or as approved by the City's Risk Manager or his/her designee. 7.4 Please initial the statement that applies: Contractor is providing a copy of the General Liability Insurance with Additional Insured Endorsement that meets the above requirements. ❑ Contractor shall be utilizing the City provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will CULINARY COOKING KIDS, LLC Page 7_ pay all required fees billed on a quarterly basis by the City. I have reviewed the Contract Contractor Handbook for complete information. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK 8.1 All Contractors and their Representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to the City at least thirty (30) calendar days prior to teaching, substituting for Contractor, or assisting with any Class. Such Contractors and their Representatives are required to submit fees in the amount of up $73 per person to the City of Newport Beach, Recreation and Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints may be required to be updated every five (5) years. 8.2 In addition, all Classes involving minors age seventeen (17) or younger must be taught in an open atmosphere where parents and guardians are able to observe Class instruction, if so desired. At no time can the parent or guardian of a minor be denied access to a Class. 9.1 Unless the Program specifically involves travel or transportation of minors to an offsite location, Contractor, or Contractor's Representatives, shall not transport any minor participant by vehicle or otherwise. 9.2 If, after the conclusion of any Class session, a minor participant has not been picked up, Contractor shall make every effort to contact the minor participant's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Contractor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at (949) 644-3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol Division at (949) 795-2381 (Monday through Friday, 5 p.m. to 9 p.m, and Saturday and Sunday, 9 a.m. to 5 p.m.). During all other hours, Contractor shall contact the Watch Commander at the Newport Beach Police Department for assistance at (949) 644-3730. 10. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All Class rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Contractor, shall remain the property of City. Contractor shall not release such information to others without the prior written authorization by City. Contractor shall not use such information for any other purpose than those authorized by City. All Class rosters, Class participant addresses and contact information, shall be used by the Contractor solely for administration of Classes and performing City business. Contractor will take reasonable steps consistent with the law to prevent distribution of such information. Contractor's obligations under this Section shall survive the termination of this Agreement. CULINARYs•KIDS,Page 8 11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Contractor shall not include City's name, logos or insignia, or photographs of the Class site or participants, in any publicity pertaining to Contractor's services or Class in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 12. BUSINESS LICENSE Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City, and pay the required business license fee. This ordinance applies to businesses operating at commercial or residential locations within the City, or using a City of Newport Beach address or P.O. Box for receiving mail. The City Business License Fee is an annual tax, due every twelve (12) months. Contractor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business License Applications are available in the Revenue Division Office in Newport Beach City Hall. In certain circumstances, Contractor may be eligible for paying a reduced Business License Tax, which is known as an Apportioned Business Tax. A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of your Business License must be submitted with this Contract. All Contractors must have a valid business license. 13. INDEMNIFICATION 13.1 General. Contractor shall indemnify, defend and hold harmless City, its elected and appointed officers, employees, agents, representatives, the City Council, boards and commissions ("Indemnified Parties") with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Contractor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Contractor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. 13.2 Intellectual Property. Contractor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Contractor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Contractor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the effective date of this Agreement. If Contractor will be providing a public performance of musical compositions or arrangements that are subject to a license held by a third party, it is the responsibility of Contractor to obtain the appropriate license to perform the material prior to the public performance. CULINARY COOKING KIDS, LLC Page 9 M 94:4J,IIz/t111N7z City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor on a prorated basis for any Classes or Programs that were actually taught by Contractor, if any, up to the effective date of termination. 15. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under the Agreement, Contractor shall submit to City in writing, all claims for compensation under or arising out of this Agreement. Contractor'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 Contractor in writing as unsettled at the time of its final request for payment. The Contractor and the City expressly agree that in addition to all claims filing requirements set forth in the Agreement, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Government Claims Act (Govt. Code §§ 900 et seq.). 16. STANDARD PROVISIONS 16.1 Compliance with all Laws. Contractor 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 City of any term, covenant, or condition in the Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition. 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 Contract 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 the Exhibits attached hereto, the terms of this Agreement shall govern. 16.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 16.6 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. CULINARY C06KING KIDS,`.r' 10 M 16.7 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 16.8 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. 16.9 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. 16.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 16.11 Counterparts, This Agreement may be executed in two 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] CULINARY COOKING KIDS, LLC Page 11 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: II/a/,14L By: Aar C. Harp City Attorney \1 CITY OF NEWPORT BEACH, A California municipal corporation Date:t2- BY= - •r ' L ra Detweiler Re re tion & Senio Services Director ATTEST: Date: SEW PORT By: O O� Leilani . Brown _ City Clerk U CONTRACTOR: Culling y Cooking Kids, LLC nuc°RNA ill I_. A: 1... Amb la90 Signature Date Print Name Print Tide �Tyrvntr hP Qrn lli $'12 _�nLl l�_1t���Qf Cm Signature Date Print Name Print Title [END OF SIGNATURES] Attachments: Exhibit A—Representative Approval Form f lus Wal haredWc /ting likcontracl template Wl alion IemplalesNakpen*nt wnhadora mens recreation insImclo, template Nnal.da& - CULINARY COOKING KIDS, LLC - - Page 12 EXHIBIT A REPRESENTATIVE%SUBCONTRACTOR APPROVAL FORM PLEASE PRINT LEGIBLY CONTRACTOR NAME: SUBCONTRACTOR NAME: ADDRESS: CITY, STATE. ZIP: DATE OF BIRTH: PHONE# EMAIL: SIGNATURE OF CONTRACTOR: DATE + CFFYUSEONLY CONTRACT #: FINGERPRINTS PAID FOR: YES l-� NO STAFF SIGNATURE/DATF, BACKGROUND: YES NO CLEARED STAFF SIGNATURE/DATE CLEARED TO YES NO WORK STAFF SIGNATURE DATE RECEIVED PHoTo TAKEN: O YES NO STAFFSIGNATURE/DATE CONTRACTOR YES NO NOTIFIED BY EMAIL STAFF SIGNATURE/DATE LAURA DETWEILER, DIRECTOR RECREATION & SENIOR SERV[CES DEPARTMENT DATE AMENDMENT NO. 1 TO CITY OF NEWPORT BEACH RECREATION & SENIOR SERVICES DEPARTMENT IIII INDEPENDENT CONTRACTOR AGREEMENT WITH CULINARY COOKING KIDS, LLC. This AMENDMENT NO. 1 TO INDEPENDENWCONT CTOR AGREEMENT ("Amendment No. 1") is made and entered into as of2011 by and between the CITY OF NEWPORT BEACH, a California Muniction and Charter City ("City"), and Culinary Cooking Kids LLC, a California limited liability company, ("Contractor") to provide the classes or programs in Youth Enrichment ("Class" or "Program") hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by this reference, and as approved in writing by the City. RECITALS: � iarr I A. On �Ltiib�,-t 2010, City and Contractor entered into a Independent Contractor Agreement ("Agreement') A reement to provide classes programs in Youth Enrichment. 9 ( 9 ) P P 9 B. City desires to enter into this Amendment No. 1 to add to the introductory paragraph under paragraph 1 section 2 under Compensation for additional enrichment classes that are taught at Newport Elementary School and/or Mariners Elementary School ("Schools"); and that programs that are conducted at these Schools will not be advertised in the Newport Navigator and/or OASIS News. C. City and Contractor mutually agree to amend the Agreement, as provided below: NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: COMPENSATION The introductory paragraph to Section 2 of the Agreement shall be amended in its entirety and replaced with the following: City shall pay Contractor within twenty one (21) business days after the last Class meeting. City shall pay the Contractor an amount equal to sixty percent (60%) of the amount of the total enrollment fees collected, minus the non-resident fee and a five dollar and no/100 ($5.00) per person administration fee for each Class held. When working at Mariners Elementary School and/or Newport Elementary School ("Schools") Contractor will forward "actual" costs in writing to conduct classes at Schools; once City has agreed to these costs in writing City will add overhead costs to the program and at the end of each session City will pay Contractor one hundred percent (100%) of the "actual' costs as submitted in writing and agreed to by the City. Contractor acknowledges that these programs at the Schools will not be advertised in the Newport Navigator and/or OASIS News. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY 01 Date: 141OW11 By: y owen Assistant City Attorney ATTEST: II Date: �' 1 +� brown,Leilani CITY OF NEWPORT BEACH, A California Municipal Corporation Date: %0-4- %'% 10 Detweiier\,Qirector 3tion & Senior Services CONTRACTOR: CULINARY COOKING KIDS, LLC. By: Vly i F a v 4 Z¢/J Signature Date By 01 -21-41 Signature Date Print Name and Title:��`�J W Print Name and Title: Aai r" 97li-,% i TWO CORPORATION OFFICER SIGNATURES MANDATORY CITY OF NEWPORT BEACH Recreation & Senior Services Department INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement') is made and entered into as of October 1, 2010 by and between the City of Newport Beach, a California Municipal Corporation and Charter City ("City"), and Culinary Cooking Kids LLC, a California limited liability company, ("Contractor") to provide the classes or programs in Youth Enrichment (°Class" or "Program") hereby agreed upon, as scheduled and described in the Newport Navigator and/or OASIS News, which is incorporated herein by this reference, and as approved in writing by the City. .NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 315t day of December 2012 unless terminated earlier as provided herein. 2. COMPENSATION City shall pay Contractor within twenty one (21) business days after the last Class meeting. City shall pay the Contractor an amount equal to sixty percent (60%) of the amount of the total enrollment fees collected, minus the non-resident fee and a five dollar and no/100 ($5.00) per person administration fee for each Class held. City may renegotiate compensation with Contractor anytime during the term of this Agreement, during the period that the Class is conducted should Contractor fail to perform any of the terms contemplated herein. The City pays Contractors electronically; the Contractor shall complete and return with the contract documents the "Direct Deposit Authorization Form." 3. DUTIES OF CITY A. Registration. City shall register all participants for classes and shall collect all enrollment fees. Contractor shall not accept enrollment fees directly from a participant unless the City approves, in advance and in writing, the acceptance of enrollment fees by the Contractor. Contractors shall only collect material fees that are pre -approved by the City and published in advance in the Newport Navigator and/or the OASIS News (if applicable). Such material fees shall be collected by Contractor at the first class meeting. B. Publicity. City shall provide publicity for the Class in the Newport Navigator (published on a quarterly basis) and/or the OASIS News (published on a monthly basis). City shall have the sole discretion to decide what information will be included in the Newport Navigator and/or the OASIS News about the Class and the Contractor. Publicity may also include flyers created by the City or the Contractor. Contractor created flyers must be approved in writing by the City before distribution. C. Class Facility. City shall provide a location for the Class without charging Contractor any rental fees, unless otherwise agreed by the parties. The Contractor will request dates and times for the Classes; the City will inform the Contractor if the facility is available. It is the Contractor's sole responsibility to request these dates/times, the City will not schedule the Contractors Classes for them. D. Refund Processing. City shall provide refunds to participants when: i. The participant drops the class before the second class meeting; ii. The participant drops a one (1) day or more workshop five (5) business days before the workshop begins; or iii. The class is canceled by the City or Contractor. In this instance, the Contractor must provide the City with all required paperwork. E. Class Roster, Sign -Out and Attendance Sheets. City shall provide class rosters, sign -out sheets and attendance sheets to Contractor online via http://newportbeachca.gov/index.aspx?page=1432. Contractor is responsible for requesting a log -in and password from the City. 4. CONTRACTOR DUTIES A. Contractors. Contractor hereby certifies that he/she or any contractor, representatives, or employee who will be teaching the Class or assisting in teaching the Class is qualified to do so, and qualified to perform the services described above and in the course outline submitted to City. Contractor is responsible for all class curriculum development. City staff must approve in writing all assigned contractors, representatives and employees prior to any of them performing any services under this Agreement. The City requires the Contractors and all representatives and employees of the Contractor to be fingerprinted prior to performing services under this Agreement in accordance with Section 8 below. A current roster of Contractors, representatives, and employees must be provided prior to City approval of new contractors, representatives and employees. All Contractors must be able to provide proof of legal right to work in the United States. Contractor is responsible CULINARY COOKING KIDS LLC Page 2 for training, supervising, evaluating, scheduling, and any other requirements by law for all contractors, representatives, and employees B. Representatives/Employees. Contractor shall provide the City with the Name(s), Addresses) and Phone Number(s) of all representatives or employees who will be providing any services pursuant to this Agreement. All representatives or employees must comply with the fingerprint policy (Section 8). Please initial the statement that applies: I will not be using representatives or employees. I will be using representatives or employees. Attached please find as Exhibit A, and incorporated herein by reference the full names, addresses and phone numbers of all representatives or employees who will be providing any services pursuant to this Agreement. Contractor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from the City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. C. Supplies/Equipment. Contractor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at Contractor's sole expense. Contractor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. D. Anti -Discrimination Laws. Contractor agrees 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 or sexual orientation, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and Contractor agrees not to discriminate on said grounds in the hiring and retention of employees and representatives, unless authorized under Section 12940 of the California Government Code. Contractor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. E. Class Size. Contractor shall determine the minimum and maximum number of participants required for each class to ensure the quality and, safety of the class. Contractor or Contractor's authorized representative is required to attend the first Class meeting of all Class offerings advertised in the Newport Navigator and/or OASIS News unless Contractor cancels the Class three (3) business days prior to the start date, with the prior written approval of City. In the event of such CULINARY COOKING KIDS LLC Page 3 approved cancellation, Contractor shall be responsible for informing all registered participants. In the event that the minimum number of participants is not met by the first Class meeting, the Class shall be cancelled and the Contractor shall not be compensated for attending the first meeting or for any cancelled Class. Contractor shall not be obligated to provide any additional services in regards to the cancelled Class. If the minimum number of participants is met or exceeded, the Class shall be held as scheduled (even if any of the initial participants subsequently drop the Class), subject to paragraph 14 of this Agreement. If the demand is such that an additional Class could be offered, it shall be taken under consideration and negotiated between City and Contractor. If class(es) are cancelled for two (2) consecutive quarters due to lack of enrollment, the class will not be scheduled again until City determines that public demand has increased. F. Use of Non -City Facilities for Classes. If Contractor desires to conduct the Class at his/her place of business, or some other non City -owned site or facility, Contractor must: i. Notify City at least twenty-four (24) hours in advance; ii. Provide sufficient parking for all participants; iii. Post signs at the site to direct participants to the location of class; and iv. Allow access to City staff to the location when requested. G. Absences. Contractor shall obtain permission from City one (1) week prior to any planned absence from the class. In the event of illness, Contractor is required to notify City and Participants twelve (12) hours prior to any class cancellation. City urges Contractor to get a substitute, whenever possible, instead of cancelling Classes. Contractor shall obtain City's prior written approval of any substitute Contractor. Any substitute contractor, representative or employee must have completed a criminal background check pursuant to Paragraph 8 prior to teaching any City programs or Classes. When cancelling a Class, Contractor shall contact all participants as soon as possible. H. Contact Information. Contractor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within 48 hours of such change. I. Contractor Informational Meeting. Contractor or Contractor's authorized representative or employee shall attend the Annual Contractor Informational Meeting that will be held in October 2011. J. Camp Participant Emergency Waiver Form Requirements. All Contractors who offer camps shall require all participants to complete and return to Contractor, or CULINARY COOKING KIDS LLC Page 4 his/her designee on or before the first day of camp a City issued "Emergency Contact Information Form'. K. Sign -Out Sheets. All Camp Contractors with participants ages 10 years and younger, must have a legal guardian sign out each Class participant after each Class. Sign out sheets along with Attendance sheets are available to the Contractor online via htto://newr)ortbeachca.00v/index.asr)x?oaae=1432. L. Other Requirements. Contractors shall: I. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to the Recreation & Senior Services Office ahy injuries as a result of Class participation. iv. Immediately report to the Recreation & Senior Services Office any damage to the classroom or program facility that could cause potential injury to a Class participant, or other needed maintenance repairs. V. Contact participants, if/when a Class is cancelled and confirm all cancellations and/or make-up classes, in writing, with City staff. vi. Clear all participants from the designated Class area at the end of Class time unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations. vii. Ensure that any music or sound system is kept at levels that will not interfere with other classes or create a public disturbance/nuisance. viii. Close and secure the room or building at the end of each Class. ix. Turn off any lights, heat, air "conditioning, or other utilities when Class is finished. X. Schedule make-up Classes in advance. A. Complete and return the quarterly "Contract Class Schedule" requested by the City if Contractor wishes to be a part of the marketing materials. xii. Know facility rules and regulations and provide pertinent information (i.e. refunds) to participants. xiii. Pay a $20 lost key/replacement fee when Contractor requests replacement key. xiv. Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and OASIS News and the Contractor Handbook which is attached hereto and incorporated by this reference. M. Contractor Photo ID Badge. Contractors and their employees/representatives are required to wear a City provided Contractor Photo ID Badge at all times while engaging in services for the City. Contractor shall be required to pay five dollars and no/100 ($5.00) for any lostfreplacement Contractor Photo ID Badge. Contractor Photo ID Badges are distributed upon renewal of Agreement with City. CULINARY COOKING KIDS LLC Page 5 5. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement; Contractor shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Contractor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her employees or representative. Contractor also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Contractor other than as provided herein. City reserves the right to employ other independent contractors and Contractors who teach the same or similar classes. City shall provide Contractor with IRS 1090 or other applicable IRS forms at the end of the calendar year for all fees paid to Contractor. 6. INSURANCE A. General Liability Insurance. Contractor must provide and maintain at all times general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall cant' a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of one million dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Management or their designee prior to the first Class/day of instruction. Contractor shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or providing his/her own coverage: If a Contractor elects to obtain his/her own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance. Guide Rating of A- (or higher) and Financial Size Category Class of VII (or larger). Said policy must also provide a written thirty (30) day notice of cancellation (ten (10) day written notice for non-payment of premium) to the City of Newport Beach Recreation & Senior Services Department, at the following address: P.O. Box 1768/ 3300 Newport Boulevard, Newport Beach, CA 92658. B. Workers' Compensation Insurance. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self-insurance before commencing any work. Contractor shall carry the insurance or provide for self- insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. CULINARY COOKING KIDS LLC Page 6 C. Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence, or as approved by Risk Management or their designee. Please initial the statement that applies: Contractor is providing a copy of the General Liability Insurance with Additional Insured Endorsement that meets the above requirements. Contractor shall be utilizing the City provided insurance through Southern California Municipal Athletic Federation ("SCMAF") and will pay all required fees billed on a quarterly basis by the City. 1 have reviewed the Contract Contractor Handbook for complete information. Please note that SCMAF does not provide coverage for Worker's Compensation or Automobile Insurance Liability. 7. COMPLIANCE WITH ALL LAWS Contractor, and his/her employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK All Contractors and their employees, agents and representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to the City at least thirty (30) calendar days prior to teaching, substituting for contractor or assisting with any Class. Such Contractors and their employees, agents and representatives are required to submit fees in the amount of up seventy three dollars and no/100 ($73) per person to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints may be required to be updated every five (5) years. In addition, all Classes involving minors age seventeen (17) or younger must be taught in an open atmosphere where parents and guardians are able to observe Class instruction, if so desired. At no time can the parent or guardian of a minor be denied access to a Class. By signing this Agreement, Contractor agrees to the provisions of this Paragraph. CULINARY COOKING KIDS LLC Page 7 9. TRANSPORTING OF MINOR PARTICIPANTS Unless the Program specifically involves travel or transportation of minors to an offsite location, Contractor, or Contractor's employees, agents or representatives, shall not transport any minor participant by vehicle or otherwise. If, after the conclusion of any Class session, a minor participant has not been picked up, Contractor shall make every effort to contact the minor participant's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Contractor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at 949-644-3151 (Monday through Friday, 8am to 5pm.), or the Park Patrol Division at 949-795-2381 (Monday through Friday, 5 to 9pm, and Saturday and Sunday, 9am to 5pm.) During all other hours, Contractor shall contact the Watch Commander at the Newport Beach Police Department for assistance at 949-644-3730. 10. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All Class rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Contractor, shall remain the property of City. Contractor shall not release such information to others without the prior written authorization by City. Contractor shall not use such information for any other purpose than those authorized by City. All Class rosters, Class participant addresses and contact information, shall be used by the Contractor solely for administration of Classes and performing City business. Contractor will take reasonable steps consistent with the law to prevent distribution of such information. Contractor's obligations under this paragraph shall survive the termination of this Agreement. 11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Contractor shall not include City's name, logos or insignia, or photographs of the Class site or participants, in any publicity pertaining to Contractor's services or Class in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 12. BUSINESS LICENSE Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City, and pay the required business license fee. This ordinance applies to businesses operating at commercial or residential locations within the City, or using a City of Newport Beach address or P.O. Box for receiving mail. The City Business License Fee is an annual tax, due every twelve (12) months. Contractor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business License Applications are available in the Revenue Division Office in Newport Beach City CULINARY COOKING KIDS LLC Page 8 Hall. In certain circumstances, Contractor may be eligible for paying a reduced Business License Tax, which is known as an Apportioned Business Tax. A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of your Business License must be submitted with this Contract All Contractors must have a valid business license. 13. INDEMNIFICATION General. Contractor shall indemnify, defend and hold harmless City, its elected and appointed officers, employees, agents, representatives, the City Council, boards and commissions ('Indemnified Parties") with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Contractor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Contractor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Intellectual Property. Contractor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Contractor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Contractor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the effective date of this Agreement. If Contractor will be providing a public performance of musical compositions or arrangements that are subject to a license held by a third party, it is the responsibility of Contractor to obtain the appropriate license to perform the material prior to the public performance. 14. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor on a prorated basis for any Classes or Programs that were actually taught by Contractor, if any, up to the effective date of termination. 15. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. CULINARY COOKING KIDS LLC Page 9 16. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 17. INTERPRETATION The terms of this Agreement shall be construed language used and shall not be construed for c authorship of this Agreement or any other rule apply. 18. INTEGRATED CONTRACT in accordance with the meaning of the r against either party by reason of the of construction which might otherwise This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and all preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 19. 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. 20. 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 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 21. CLAIMS The Contractor and the City expressly agree that in addition to any claims filing requirements set forth in the Contract and Contract documents, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Government Tort Claims Act (Government Code sections 900 at seq.). CULINARY COOKING KIDS LLC Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY 01 Date: 141OW11 By: y owen Assistant City Attorney ATTEST: II Date: �' 1 +� brown,Leilani CITY OF NEWPORT BEACH, A California Municipal Corporation Date: %0-4- %'% 10 Detweiier\,Qirector 3tion & Senior Services CONTRACTOR: CULINARY COOKING KIDS, LLC. By: Vly i E a/v q_4ZU/1 Signature Date By 01 -21-41 Signature Date Print Name and Title:��`�J W Print Name and Title: Aai r 97li-,% CO nr i TWO CORPORATION OFFICER SIGNATURES MANDATORY INSTRUCTIONS FOR INDEPENDENT CONTRACTORS Prior to submitting your completed contract package to the City, please ensure the following documents are completed and/or enclosed: 1. Three copies of the signed contract (a completed original contract will be mailed back for your records after processing) 2. Initial the appropriate statement on Page 3 and Complete Exhibit A as appropriate. 3. Copy of valid City of Newport Beach Business License; and 4. Initial the appropriate statement on Page 7 and enclosed Evidence of Insurance (refer to Section 6 of the Contract). General Liability Insurance Certificate with Additional Insured Endorsement if not using SCMAF Insurance Plan; Workers Compensation Coverage; Automobile Insurance Coverage f�CITY OF NEWPORT BEACH Recreation & Senior Services Department INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into as of this 6`" day of April 2010 by and between the City of Newport Beach, California, a Municipal Corporation and Charter City ("City"), and Culinary Cooking Kids LLC a limited liability California corporation (Instructor) to provide the Gasses or programs in youth cooking classes hereby agreed upon, as scheduled and described in the Newport Navigator, which is incorporated herein by this reference, and as approved in writing by the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30'" day of September 2010 unless terminated earlier as provided herein. 2. COMPENSATION City will pay Instructor within 21 business days after their last class meeting. City will pay the Instructor the following percentages of the amount of the total enrollment fees collected below, minus the non-resident fee and a $3 per person administration fee for each Gass held: Classes/Programs/Camps — 659/9 Classes/Programs/Camps at Newport Coast Community Center— 60% City may renegotiate compensation with Instructor anytime during the term of this Agreement, if the City has to take on additional responsibility. 3. DUTIES OF CITY A. Registration. City shall register all participants for classes and collect all enrollment fees. Instructor shall not accept enrollment fees directly from a participant unless the City approves, in writing, the acceptance of enrollment fees by the Instructor. Instructors shall only collect materials fees that are pre -approved by the City and published in advance in the Newport Navigator. Such materials fees should be collected by Instructor at the first class meeting. B. Publicity. City shall provide publicity for the Gass in the Newport Navigator, which is published four times a year. City shall have the sole discretion to decide what information will be included in the Newport Navigator about the class and the Instructor. C. Class Facility. City shall provide a location for the class without charging Instructor any rental fees, unless otherwise agreed by the parties. City shall also provide all necessary utilities. D. Refund Processing. City shall provide refunds to participants who: • Drop the class before the second class meetings; • Drop a one -day workshop 5 business days before the workshop; or • The Gass is canceled by the City or Instructor. The Instructor must provide the City with all required paperwork. INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 2 E. Class Roster. City shall provide class rosters to Instructor online. Instructor will request a log -in and password from City. The City will not mail, fax or email rosters to instructors. 4. INSTRUCTOR DUTIES A. Instructors. Instructor hereby certifies that he/she or any instructor, representatives, or employee who will be teaching the class or assisting in teaching the class is qualified to do so, and qualified to perform the services described above and in the course outline submitted to City. City staff must approve in writing all assigned instructors, representatives and employees prior to any of them performing any services under this Agreement. A current roster of instructors, representatives, and employees must be provided prior to new instructors, representatives and employees being approved. All instructors must be able to provide proof of legal right to work in the United States. B. Representatives/Employees. Instructor shall provide the City with Name, Address and Phone Number of all representatives or employees who will be providing any services pursuant to this Agreement. All representatives or employees must comply with the City's fingerprint policy (Section 8). Please mark the following that apply: _ I will not be using representatives or employees. I will be using representatives or employees (Please complete Exhibit B). Instructor must notify the City in writing at least thirty (30) calendar days before the start of the first class or program with any additions or deletions to Exhibit A. Instructor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. C. Supplies/Equipment. Instructor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at Instructor's sole expense, unless otherwise agreed to in writing by City. Instructor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. D. Anti -Discrimination Laws. Instructor agrees 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 or sexual orientation, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and Instructor agrees not to discriminate on said grounds in the hiring and retention of employees and representatives, unless authorized under Section 12940 of the California Government Code. Instructor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. D. Class Size. Instructor shall determine the minimum and maximum number of participants required for each Gass in cooperation with City staff. The City can determine the minimum/maximum number of participants in a class to ensure the quality and, safety of the class. Instructor or Instructor's authorized representative is required to attend the first class meeting of all class offerings advertised in the Newport Navigator unless Instructor cancels the class three (3) business days prior to the start date, with the prior written approval of City. In the event of such approved cancellation, Instructor shall be responsible for informing all registered participants. In the event that the minimum number of participants is not met by the first class meeting, the class will be cancelled and the Instructor shall not be INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 3 compensated for attending the first meeting or for any cancelled class. Instructor shall not be obligated to provide any additional services in regards to the cancelled class. If the minimum number of participants is met or exceeded, the class will be held as scheduled (even if any of the initial participants subsequently drop the class), subject to paragraph 14 of this Agreement. If the demand is such that an additional class could be offered, it shall be taken under consideration and negotiated by City and Instructor. If class(es) are cancelled for two (2) consecutive quarters due to lack of enrollment, the class will not be scheduled again until City determines that public demand has increased. E. Use of Non -City Facilities for Classes. If Instructor desires to conduct the class at his/her place of business, or some other non City -owned site or facility, Instructor must: i. Notify City at least twenty-four (24) hours in advance; ii. Provide sufficient parking for all participants; iii. Post signs at the site to direct participants to the location of class; and iv. Allow access to City staff to the location when requested. F. Absences. Instructor shall obtain permission from City one (1) week prior to any planned absence from the class. In the event of illness, Instructor is required to notify City and Participants twelve (12) hours prior to any class cancellation. City urges Instructor to get a substitute, whenever possible, instead of cancelling classes. All Instructor employees or representatives must be fingerprinted and clear a background check before teaching a class as provided in paragraph 8 of this Agreement. Instructor shall obtain City's prior written approval of any substitute instructor. When cancelling a class, Instructor shall contact all participants as soon as possible. G. Contact Information. Instructor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within 48 hours of such change. H. Orientation. Instructor or Instructor's authorized representative must attend the Annual Instructor Orientation on Wednesday, May 12, 2010, at Newport Coast Community Center (6401 San Joaquin Hills Road, Newport Coast, CA 92657) from 5:00 — 8:30pm. Failure to attend without prior written approval shall result in City retaining an additional 5% of the total enrollment fees collected. I. Other Requirements. Instructors shall: i. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to the Recreation & Senior Services Office any injuries as a result of class participation. iv. Immediately report to the Recreation & Senior Services Office any damage to the classroom or program facility that could cause potential injury to a class participant, or other needed maintenance repairs. V. Contact participants, if/when a class is cancelled and confirm all cancellations and/or make-up classes, in writing, with City staff. vi. Clear all participants from the designated class area at the end of class time unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations. vii. Ensure that any music or sound system is kept at levels that will not interfere with other classes or create a public disturbance/nuisance. viii. Close and secure the room or building at the end of each class. INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 4 ix. Tum off any lights, heat, air conditioning, or other utilities when class is finished. X. Schedule make-up classes in advance through City. A. Complete and return the quarterly "Contract Class Schedule' on the date stated which will be emailed to the Instructor. Instructor is given two (2) weeks to return the completed quarterly schedule back to the City. xii. Know facility rules and regulations and provide pertinent information (i.e. refunds) to participants. (Copy provided). xiii. Pay a $20 lost key/replacement fee when Instructor requests replacement key. xv. Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and the Contract Instructor's Handbook 2009-10, which is attached hereto and incorporated by this reference. Direct Deposit: All Instructors are required to use direct deposit for payments made from the City pursuant to this Agreement. K. Email—All instructors are required to have an email address. L. Instructor ID Badge — Instructors and their employees/representatives are required to wear Recreation Instructor ID Badge provided by the City at all times while teaching. Pay a $5 Instructor ID Badge lost/replacement fee will be charged. Instructor ID Badges are replaced each year upon renewal of contract. 5. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement; Instructor shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Instructor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her employees or representative. Instructor also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Instructor other than as provided herein. City reserves the right to employ other independent contractors and instructors who teach the same or similar classes. 6. INSURANCE General Liability Insurance. Instructor must provide and maintain at all times general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of one million dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Manager prior to the first class/day of instruction. Instructor shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or providing his/her own coverage. If an Instructor elects to obtain his/her own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A (or higher) and Financial Size Category Class of VII (or larger). Said policy must also provide a written 30 -day notice of cancellation (10 -day written notice for non-payment of premium) to the City of Newport Beach Recreation & Senior Services Department, at the following address: 3300 Newport Boulevard, Newport Beach, CA 92663. INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 5 Workers' Compensation Insurance. By executing this Agreement, Instructor certifies that Instructor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self- insurance before commencing any work. Instructor shall carry the insurance or provide for self- insurance required by California law to protect said Instructor from claims under the Workers' Compensation Act. pie se mark the following that apply: I am attaching a copy of the General Liability Insurance with Additional Insured Endorsement that meet the above requirements. (Please see Exhibit m. I will be using the City provide insurance through Southern California Municipal Athletic Federation (SCMAF) and will pay all required fees quarterly billed by the City. Please see Contract Instructor Handbook 2009-10 (Exhibit B) for complete inforrnation. COMPLIANCE WITH ALL LAWS Instructor, and his/her employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK All Instructors and their employees, agents and representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to teaching or assisting with any class or program. Such Instructors and their employees, agents and representatives are required to submit fees in the amount of $54 per person to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints are required to be updated every five (5) years. This requirement is mandatory. In addition, all classes involving minors age seventeen (17) or younger must be taught in an open atmosphere where parents and guardians are able to observe class instruction if so desired. At no time can the parent or guardian of a minor be denied access to a class. By signing this Agreement, Instructor agrees to the provisions of this Paragraph. 9. TRANSPORTING OF MINOR PARTICIPANTS Unless the class or program specifically involves travel or transportation of minors to an offsite location, Instructor, or Instructor's employees, agents or representatives, shall not transport any minor participant by vehicle or otherwise. If, after the conclusion of any class session, a minor participant has not been picked up, Instructor shall make every effort to contact the minor participant's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Instructor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at 949-6443151 (Monday through Friday, Sam to 5pm.), or the Park Patrol at 949-795-2381 (Monday through Friday, 5 to 9pm, and Saturday and Sunday, 9am to 5pm.) During all other hours, Instructor shall contact the Newport Beach Police Department for assistance. INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 6 10. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All class rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Instructor, shall remain the property of City. Instructor shall not release such information to others without the prior written authorization by City. Instructor shall not use such information for any other purpose than those authorized by City. All class rosters, class participant addresses and contact information, shall be used by the Instructor solely for administration of classes and performing City business. Instructor will take reasonable steps consistent with the law to prevent distribution of such information. Instructor's obligations under this paragraph shall survive the termination of this Agreement. 11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Instructor shall not include City's name, logos or insignia, or photographs of the class site or participants, in any publicity pertaining to Instructor's services or class in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 12. BUSINESS LICENSE Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City, and pay the required business license fee. This ordinance applies to businesses operating at commercial or residential locations within the City, or using a City of Newport Beach address or P.O. Box for receiving mail. The City Business License Fee is an annual tax, due every twelve (12) months. Instructor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business License Applications are available in the Revenue Division Office in Newport Beach City Hall. In certain circumstances, Instructor may be eligible for paying a reduced Business License Tax, which is known as an Apportioned Business Tax. A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of your Business License must be submitted with this agreement. Please see Exhibits 13. INDEMNIFICATION General. Instructor shall defend, indemnify, and hold harmless City, its elected and appointed officers, employees, agents, representatives, the City Council, boards and commissions ("Indemnified Parties") with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Instructor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Instructor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Intellectual Property. Instructor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Instructor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Instructor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the effective date of this Agreement. If Instructor will be providing a public performance of musical compositions or arrangements that are subject to a INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 7 license held by a third party, it is the responsibility of Instructor to obtain the appropriate license to perform the material prior to the public performance. `Emook i llUTIA06R City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Instructor. In the event of termination under this Section, City shall pay Instructor on a prorated basis for any Gasses or programs that were actually taught by Instructor, if any, up to the effective date of termination. 15. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Instructor and City and approved as to form by the City Attorney. 17. 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 this Agreement or any other rule of construction which might otherwise apply. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and all preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 19. 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. 20. 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 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. INDEPENDENT CONTRACTOR AGREEMENT Culinary Cooking Kids LLC Page 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: y D. au hamp Assistant C A may r CITY OF NEWPORT BEACH, A Municipal Corporation By, ,jjkjgL�� t .- Detweil Director n & Senior Services INSTRUCTOR — Culinary Cooking NdkLLC ySignature Date Signed I/t/iL� i. 122b, W signsturs Date Signed Be/bre submitting your contract package to the CINthe ro/owag documents must be completed and or enclosed: Three copies of the signed contract (a completed original confrao wia be malted back for your records aaerpn)CessNg f) ExNbd Completed list of Contract Instructor Representative. Employee and/or Agent Names Form 2) Exhibit Copy ofviud City otNewpot Beach Business lioense:and 31 Exhibit Insurence CMiflcste with Additional Insured Endorsement irnot using SCMAF Insurance Plan Ut A - Instructor/Company Name: resentative and/or E Pleose remember that all representatives or employees for the City of Newport Beach mast be fingerprinted and cleared before they can begin teach(r Please add the names of your representatives and/ or employees below. First & Last Name Sbue yearns 5 earns 1/1 fin Anda ea chelor Instructor Signature: Address Phone Number Emergency Contac City, State Zip (work, home, cell) Name & Phone Number RD 434 r „amenn2 Laver 6bol 07474/or Date: (N) CITY OF NEWPORT BEACH Ext jl jf B CULINARY COOEINO RIDS LLC INSTRUCTIONS AND CONDITIONS ACCOUNT NUMBER: 1 EXPIRATION DATE: 04/30/2011 Welcome to the City of Newport Beach, and thank you for your business tax payment. This business tax certificate is evidence that the named business has paid a lax to conduct the business activity designated, within the City of Newport Beach, until the expiration date shown. Please notify the Revenue Division immediately d any of The information on the certificate changes. This certiticale is valid only at the address indicated and must be displayed in a conspicuous location. If your business is not conducted at a permanent location Municipal Cade requires that any representalive, white transacting business within the city, carry this certificate. This business lax certificate does not authorize the named business to consul any aclivities regulated by the City of Newport Beach or other agencies. Authorization lot such activities must be obtained from the appropriate departments poor to application for business lax. Certificates are not transferable to any other party of person and are not pro -rated Refunds are riot provided once the certificate has been issued. Your business lax certificate is valid until the expiration dale. and roust be renewed annually prior to that dale. Changes m type of ownership 0 e, horn 9 sole proprietorship to a partnership or LLC). nature of business, or ownership void the current Certificate and require tiling of and payment for a new application. Additional cenilirodes are required it additional types of business activity are initiated at the same address. or addninnel inenhons of the settle business are estabOshed (Municipal Code sections 5.04 through 5.08) For you. c:•nvemence. the Revenue Division will mail a courtesy renewal notice. prior to the explrabon dale. to the billing address Of record. Nun.i 2c eq)1 01 the nnul flees not 5119viale the. tequiremenl to renew Penallies are imposed tot late renewal at a rate of 25% p^r month to a maximum of 100`1,• of the hasp. lax Thi! Ilevenye Division 1s available to arsWCr any questions regar(,5ng lai!U` L`SS Iax certification and requirements. Call (943) 6443141, e. marl us at R2venueNelu {(1{ ply. newport-beach ca us, or visit us at the mlernel at www.cllyuewlNJrp Wach.ca.us and view the Municipal (:ode online. DISPLAY CONSPICUOUSLY Ah PLACE OF BUSINESS POR WHICH ISSUED CITY OF NEWPORT BEACH BUSINESS TAX CERTIFICATE 11 iIS IAX Cts MINT EXPIRE.$ 04/30/2011 ACCOGNI NUMBER----__.._� SLRv9CP ADDRESS CULINARY COOXINU KIDS LLC Bt ISINESS CATEGORY' MISC SCHOOLS h EDUCATIONAL SVC SELLERS PERMIT. NO SELLERS PERMIT OWNLR/PRINC'.IPAL NAME. BACHELOR, BONNIE OWNER SHIP TYPE: LIMITED LIABILITY COMPANY TAX INCLUDES PAYMENT FOR. 0.00 EMPLOYEES DATE OF ISSUE. 04/05/2010 VRMT DATE= 04/05/2010 Exhibit L ACORD CERTIFICATE OF LIABILITY INSURANCE Insurance Solutions License 00746539 26522 La Al amada, Suite 190 INSU REBS AFFORDING COVERAGE INA 0 COVERAGES THEPDUCIES OF t6UPANCE LL EDBELCWHAVE BEEN ISSUED TO THEW^uIIREDNAMEDABOVE FOR THE PGICYPERXJDPa1MATED.NOIYAD16TPNgNG ANY REOU REMENT, TERM OR CONDITION OF ANY CONTPACTOR OTHER DOCUNEW WOH RESPECT TONa1ICNTlnB CERTFIGTE FMY BE NZUEDOR MY PERTAN. THE MbNRV.K,E AFFWSEp EY TIE PCJCE8 DESOIIBED WREIN 15 SLNKXCT TOALL THE TERMS, F%CLIR:KmSMA CCFp1pN5 OF SUCH PD1JCIE5. AGGREGATE LBATS SHOWN waY love BEEN REDUCED BY PAC C1,020m. M WDI R TYPEW MKVMNDE PouCYNu Eft PP1C E RIGY £JLRRMK`Il LInnB DDwmaLWmp" I 72SEAUW7455 03/19/2010 03/19/2014. EM110OA.LmENCF s 2,000 X f/••IIMFROLL GFNER4 uhmm MEKSES F 30D POOC GLMM911NA" LAJ IiED EIDµpm pvLml E 1D, A _ D IERWrwLa eoY vuwv f 2 000 OENER4 AGGREGATE F 41000,00( PROOo7SS C FFOPAOO GENU AGDR EC ZeE MT 11ES PER ) 4yDDD,00 X eut cr 'I'A' I AUTOgnflE LIABILITYL 1F LAW f .W}MITO IEaASAAAAB 4LOWICOAVr� BODLYR LMY E. STNEO,RED4RW F"PHI'm YY Y f MFD Rg 1Fa14w1aaAVlGS FN ..—. . ._ flLOFFAN ttIDM1� £ f MRAOE LMMLrtY ANOdRY.EAACCIWM OTRIN THANSAACC .vw AVrU L IS AulOONLYYs L EACKs IUMMELu DAMmr NACHCCLLRRERCE i . /%COR VI u,ASNADE AWREOA'L _L ••• � IA V cYFLC 5 uLB1.15w t ,E wDR%MscmMxs.mx-'T-03/19/2010 03/19/2011 X 11ALBY v ANDCRPLOYER5® ,TAY AN _CN, B EL FAC'AE: w 1 1, Ow. OPfCQR,xkMPt'C IV-t.NEOUCanrCll e NNADN"NOB hl DiCASE EAf vN:nh�1 1,000, ,°A° MaONSL, - Ik, ":.5_EA_51:+" .111 1,000• _ _ _ _ DESCRIPTION Of OPERATIOladLOC4DOXS,vEXICLESIEAC[n ONS Aq$EO BY flgORSENEx SPEC A,1ONS e: Culinary Kids Cooking Classes during 2010-2011 policy termNlSl ocation d1: Newport Coast Elementary School 6655 Ridge Park Rd, Newport Beach, CA 92657 ocation 02: Newport Coast Community Center Stage. 6401 San Joaquin Rd., Newport Coast, CA, 92657 ity of Newport Beach, its elected or appointed officers, employees, agents and volunteers are named as %dditional insrued per the Business LiabilityCoveram Form 550005 attached to the molicv. ccnuncale MVLMK CANCEL"FIGN SNWLD ANY OF TBE AE(VE OESCRIRED BOUNCES RE CANCELLEDaE WRE THE EXPIRATION OATE,MREOE. TNS i MUUNO INWRER WALL MDEK. TDMA% X`30 WS%mTFE City of Newport Beach NDICE IO iME<ERIRICATE INYEER NRRED IO TxQ IEET. BUTEWYRETDWWSNALL Attn: Jessica Vincent MUrD56 NOCBLCOAl KA1M WM.liYW 4NY %WD WPI iNE WSYRER.115 WFNTE p1 3300 Newport Blvd. REPREEQNTAGv Newport Beach , CA 92663 AUTHORUEU REPRESEFTATNE Tony Alessandra CHERYL •/•wy (.�a.�—..c... ACORD t5 (200M91) FAX: 949.644.3155 ®1983.2009 ACORD CORPORATION. An riOhM reserved. The ACORD name and "o are registered marks of ACORD POLICY NUMBER: - -- --- - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF NEWPORT BEACH ITS ELECTED OR APPOINTED OFFICERS, EMPLOYEES, 6 AGENTS 3300 NEWPORT BLVD5 N NEWPORT BEACH CA 92663 RE;CULINARY KIDS COOKING CLASSES DURING 2010 -2011 LOCATIONNI; NEWPORT COAST ELEMENTARY SCHOOL 6655 RIDGE PARK RD, ,y NEWPORT BEACH, CA 92657 LOCATTON42: NEWPORT COAST COMMUNITY CENTER STAGE. 6401 SAN JOAQUIN RD., NEWPORT COAST CA 92651. 0 Forrn IH 12 00 11 85 T SED. NO. 002 Printed In U.S.A. Page 092 (CONTINUED ON NEXT PAGE) Expiration Dale: 03/19/11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number. Endorsement Number: 01 Effective Date: 09/29/10 Effective hour is tha same as slated on the Information Page of the pd'wy. Named Insured and Address: CULINARY COOKING RIDS LLC We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described In the Schedule. The additional premium for this entlorsamert shall be premium olhemse due on such remuneration. Person or Organization THF. f:l'ri 04 NNAf JRT DEAC:l ITS 3LG: :'sly :k AD!Y+1IJT4:U Form WC 00 03 06 (1) Printed in U.S.A. SCHEDULE 2 % or the California workerscompensation Job Description GfFh'E9A, HHI`Ll1V F.>S. S AGEVTS `IIiHe I' HVA(:H CA 921 1 Policy Expiration Date: 03/19/11 BUSINESS LIABILITY COVERAGE FORM This Paragraph I. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury' liability and "property damage' liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to 'mobile equipment' to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a 'suit" asking for damages from an insured; or b. To sue us on this Coverage form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement rx on a final judgement against an insured: but we will not be liable for damages that are not payable under the terms of this in$urarr_e or that are in excess of the applicable limit of irsurance An agreed settlement means a s(Atlernenl and release of liability signed by us the insured and the Claimant c: the clad+=rant's legal represenuilive S. Separation Of Insureds Except w 11-i respect to the Limits of Insurance. and any r phis or duties specifically assigned in tt:is policy to the first Named Insured 'h!s i•isiilance apples a. As if each Named Insured were the only Named Insured. and b. Separa',eiy to each insured against whom a claim is made or "suit' is brought. 6. Representations a. When You Accept This Policy By accepting this policy. you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us: and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follaws: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in e. below. b. Excess insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk. Installation Risk or similar coverage for "your work (2) Premises Rented To You That is fire. lightning or explosion insurance for premises rented 10 YOU or temporarily occupied by you with permission of the own?r (3) Tenant Liability Thai Is Insurance purhase! by you to c;nve,r you: liabil.ty as a tenant hr "property damage" to premises rented to you or lemporaii!y occupied by you with permission of the owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircrah. "autos" or watercraft to the extent not subject to Exclusion g. of Section A. - Coverages (5) Property Damage To Borrowed Equipment Or Use Of Elevators ff the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is ether insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Pad: (a) Primary Insurance When Required By Contract This Insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in C. Wow. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this :nsurance IS primary and non-contributory with the add:tronai insured's own insurance. this insurance :s pr:rnary unci WC will not seek contrrbul:on from thtal other insurance Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duly under this Coverage Part to defend the insured against any 'suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurances is excess over other insurance, we will pay only our share of the amount of the toss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance: and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has pall its applicable limit of insurance or none of the loss remains, whichever comes first. If arty of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Prjyrrenis. we have made under this Coverage Part, those -iyhts Tire Ir.insfo,rred to us l he insured must do notlung after loss to irnhair them At our request, lite insured will bring 'sint" or transfer those rights to us and help us enforce them This condition does not apply to Medical Expenses Coverage b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waved any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right. provided the insured waived their rights of recovery against such person or organization in a contract. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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: a. In the performance of your ongoing operations: or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown ;n the Declarations as an Additional Insured Desqnaled Persov Or Oryaniratron, but only with respect to liability arising out of the ownership, rnainteiiance or rise of that part o` Ihp premises leased to you and Shown in tor? Dedaralions b. With respect to the insurance afforded to these additional ;nsureds, the foilowing additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -- Lessor of Leased Equipment, but only wilh respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) of organization(s) snows in the Declarations as an Additional Insured - Owners Or Other Interests From Whorn land Has Been Leased, but only with respect to liability arising out of the owrw,rship, rnainlenance or osF of that part of the land leased to you and Shown in the Deciarallors b. W tr respect to rhe -nsuranre afforced to these additiona. ;nsureds. the following add,lional exclusions apply 1 his insurance does not apply to (1) Any 'occurrence" that takes place after you cease to lease that land, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision - Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 RECREATION & SENIOR SERVICES CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as eufted by the City of Newport Beach. Date Received: 06115/2010 Dept./Contact Received From: 'Peri Craig Date Completed: 0611612010 Sent to: Teri Craig By: Michelle Ross Company/Person required to have certificate: Culinary Cooking Kids, LLC 1. GENERAL LIABILITY A. INSURANCE COMPANY: Hanford Casualty las. Co. B. AM BEST RATING (A-: VII or greater): "A"(XV) C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? $2,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No IL AUTOMOBILE LIABILITY A. PROOF OF INSURANCE PROVIDED ® Yes ❑ No WORKERS' COMPE=NSATION B. INSURANCE COMPANY. 'l uui 0t). Inc Irisur.1ucc 0). C nM BEST RATING (A• VII or prealer) "A"(X %o) D LIMITS. Statutory E WAIVER OF SUBROGATION (To rriclude). Is rl included? F IF NO EMPLOYEES - EXEMPTION FORM $IGNE[f HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO WHICH ITEMS NEED TO BE COMPLETED? Approved: lfflek�E!'e A00ee (%wre 16, 2010 Agent of Brown & Brown Date Broker of record for the City of NewpcF1 Beach ❑ Requires approvallexceplionlwaiver by Risk Management B&B initials Comments. Approved: Yes n No ❑ Yes ❑ No N Yes [.j No CITY OF NEWPORT BEACH Recreation & Senior Services Department INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into as of this 1st day of June 2009 by and between the City of Newport Beach, California, a Municipal Corporation and Charter City ("City"), and. Bonnie Bachelor - Sole Proprietor, (Instructor) to provide the classes or programs in Youth Enrichment hereby agreed upon, as scheduled and described in the Newport Navigator, which is incorported herein by this reference, and as approved in writing by the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30"' day of September 2010 unless terminated earlier as provided herein. 2. COMPENSATION City will pay Instructor within 21 business days after their last class meeting. City will pay the Instructor the following percentages of the amount of the total enrollment fees collected below, minus the non-resident fee and a $3 per person administration fee for each class held: • All Classes & Summer Camps except Newport Coast Community Center— 65% • Newport Coast Community Center — 60% • Summer Camps at Newport Coast Community Center— 60% City may renegotiate compensation with Instructor anytime during the term of this Agreement, if the City has to take on additional responsibility. 3. DUTIES OF CITY A. Registration. City shall register all participants for classes and collect all enrollment fees. Instructor shall not accept enrollment fees directly from a participant unless the City approves, in writing, the acceptance of enrollment fees by the Instructor. Instructors shall only collect materials fees that are pre -approved by the City and published in advance in the Newport Navigator. Such materials fees should be collected by Instructor at the first class meeting. B. Publicity. City shall provide publicity for the class in the Newport Navigator, which is published four times a year. City shall have the sole discretion to decide what information will be included in the Newport Navigator about the class and the Instructor. C. Class Facility. City shall provide a location for the class without charging Instructor any rental fees, unless otherwise agreed by the parties. City shall also provide all necessary utilities. D. Refund Processing. City shall provide refunds to participants who: • Drop the class before the second class meetings; • Drop a one -day workshops 5 business days before the workshop; or • The class is canceled by the City or Instructor. INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 2 The Instructor must provide the City with all required paperwork. E. Class Roster. City shall provide class rosters to Instructor online. Instructor will request a log -in and password from City. The City will not mail, fax or email rosters to instructors. 4. INSTRUCTOR DUTIES A. Instructors. Instructor hereby certifies that he/she or any instructor, representatives, or employee who will be teaching the class or assisting in teaching the class is qualified to do so, and qualified to perform the services described above and in the course outline submitted to City. City staff must approve in writing all assigned instructors, representatives and employees prior to any of them performing any services under this Agreement. A current roster of instructors, representatives, and employees must be provided prior to new instructors, representatives and employees being approved. All instructors must be able to provide proof of legal right to work in the United States. B. Representatives/Employees. Instructor shall provide the City with Name, Address and Phone Number of all representatives or employees who will be providing any services pursuant to this Agreement. All representatives or employees must comply with the City's fingerprint policy (Section 8). Please mark the following that apply: _ I will not be using representatives or employees. Je!f I will be using representatives or employees (Please complete Exhibit A). Instructor must notify the City in writing at least thirty (30) calendar days before the start of the first class or program with any additions or deletions to Exhibit A. Instructor shall not subcontract or assign any portion of the rights, obligations or duties required under this Agreement, without first obtaining prior written approval from City. Subcontracts, if any, shall contain a provision making them subject to all provisions of this Agreement. C. Supplies/Equipment. Instructor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at Instructor's sole expense, unless otherwise agreed to in writing by City. Instructor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. D. Anti -Discrimination Laws. Instructor agrees 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 or sexual orientation, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and Instructor agrees not to discriminate on said grounds in the hiring and retention of employees and representatives, unless authorized under Section 12940 of the California Government Code. Instructor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. D. Class Size. Instructor shall determine the minimum and maximum number of participants required for each class in cooperation with City staff. The City can determine the minimum/maximum number of participants in a class to ensure the quality and, safety of the class. Instructor or Instructor's authorized representative is required to attend the first class meeting of all class offerings advertised in the Newport Navigator unless Instructor cancels the class three (3) business days prior to the start date, with the prior written approval of City. In the event of such approved cancellation, Instructor shall be responsible for informing all registered participants. In the event that the minimum number of participants is INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 3 not met by the first class meeting, the class will be cancelled and the Instructor shall not be compensated for attending the first meeting or for any cancelled class. Instructor shall not be obligated to provide any additional services in regards to the cancelled class. If the minimum number of participants is met or exceeded, the class will be held as scheduled (even if any of the initial participants subsequently drop the class), subject to paragraph 14 of this Agreement. If the demand is such that an additional class could be offered, it shall be taken under consideration and negotiated by City and Instructor. If class(es) are cancelled for two (2) consecutive quarters due to lack of enrollment, the class will not be scheduled again until City determines that public demand has increased. E. Use of Non -City Facilities for Classes. If Instructor desires to conduct the class at his/her place of business, or some other non City -owned site or facility, Instructor must: i. Notify City at least twenty-four (24) hours in advance; ii. Provide sufficient parking for all participants; iii. Post signs at the site to direct participants to the location of class; and iv. Allow access to City staff to the location when requested. F. Absences. Instructor shall obtain permission from City one (1) week prior to any planned absence from the class. In the event of illness, Instructor is required to notify City and Participants twelve (12) hours prior to any class cancellation. City urges Instructor to get a substitute, whenever possible, instead of cancelling classes. All Instructor employees or representatives must be fingerprinted and clear a background check before teaching a class as provided in paragraph 8 of this Agreement. Instructor shall obtain City's prior written approval of any substitute instructor. When cancelling a class, Instructor shall contact all participants as soon as possible. G. Contact Information. Instructor is required to notify City in writing of any name, address, telephone number, email, website or direct deposit payment changes within 48 hours of such change. H. Training. Instructor or Instructor's authorized representative must attend the Annual Instructor Training on Wednesday, May 12, 2010, at Newport Coast Community Center (6401 San Joaquin Hills Road, Newport Coast, CA 92657) from 5:00 — 8:30pm. Failure to attend without prior written approval shall result in City retaining an additional 5% of the total enrollment fees collected. 1. Other Requirements. Instructors shall: i. Cooperate fully with all reasonable requests from City staff. ii. Maintain the highest degree of participant safety possible. iii. Immediately report to the Recreation & Senior Services Office any injuries as a result of class participation. iv. Immediately report to the Recreation & Senior Services Office any damage to the classroom or program facility that could cause potential injury to a class participant, or other needed maintenance repairs. V. Contact participants, if/when a class is cancelled and confirm all cancellations and/or make-up classes, in writing, with City staff. vi. Clear all participants from the designated class area at the end of class time unless participants continue to use public City facilities for personal use without conflict with other scheduled activities and in accordance with posted hours and availability limitations. vii. Ensure that any music or sound system is kept at levels that will not interfere with other classes or create a public disturbance/nuisance. INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 4 ix. Close and secure the room or building at the end of each class. x. Tum off any lights, heat, air conditioning, or other utilities when class is finished. xi. Schedule make-up classes in advance through City. xii. Complete and return the quarterly "Contract Class Schedule" on the date stated which will be emailed to the Instructor. Instructor is given two (2) weeks to return the completed quarterly schedule back to the City. xiii. Know facility rules and regulations and provide pertinent information (i.e. refunds) to participants. (Copy provided). xiv. Pay a $20 lost key/replacement fee when Instructor requests replacement key. xv. Abide by all City policies and procedures including, but not limited to, the requirements set forth in the Newport Navigator and the Contract Instructor's Handbook 2009-10, which is attached hereto and incorporated by this reference. J. Direct Deposit: All Instructors are required to use direct deposit for payments made from the City pursuant to this Agreement. K. Email — All instructors are required to have an email address. L. Instructor ID Badge — Instructors and their employees/representatives are required to wear Recreation Instructor ID Badge provided by the City at all times while teaching. Pay a $5 Instructor ID Badge lost/replacement fee will be charged. Instructor ID Badges are replaced each year upon renewal of contract. 5. INDEPENDENT CONTRACTOR The parties intend and agree that at all times during the performance of services under this Agreement. Instructor shall act as an Independent Contractor and shall not be considered an agent or employee of City. As such, Instructor shall have the sole legal responsibility to remit all federal and state income and social security taxes and to provide for his/her own workers compensation and unemployment insurance and that of his/her employees or representative. Instructor also agrees to provide liability insurance as required by City and described more fully below. City shall not be liable for any payment or compensation in any form to Instructor other than as provided herein. City reserves the right to employ other independent contractors and instructors who teach the same or similar classes. 6. INSURANCE General Liability Insurance. Instructor must provide and maintain at all times general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. The policy shall carry a general liability special endorsement naming the City of Newport Beach, its elected or appointed officers, employees, agents and volunteers as additional named insured in the amount of one million dollars ($1,000,000) per occurrence. Evidence of insurance certificate shall be sent to the Recreation & Senior Services Department and must be approved by the City Risk Manager prior to the first class/day of instruction. Instructor shall have the option of purchasing coverage through the City of Newport Beach's Special Event insurance program, or providing his/her own coverage. If an Instructor elects to obtain his/her own coverage, said coverage must have the policy limits described above and be provided by an insurance carrier with a Best's Insurance Guide Rating of A (or higher) and Financial Size Category Class of VII (or larger). Said policy must also provide a written 30 -day notice of cancellation (10 -day written notice for non-payment of premium) to the City of Newport Beach Recreation & Senior Services Department, at the following address: 3300 Newport Boulevard, Newport Beach, CA 92663. INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 5 Workers' Compensation Insurance. By executing this Agreement, Instructor certifies that Instructor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self- insurance before commencing any work. Instructor shall carry the insurance or provide for self- insurance required by California law to protect said Instructor from claims under the Workers' Compensation Act. Please mark the following that apply: I am attaching a copy of the General Liability Insurance with Additional Insured Endorsement that meet the above requirements. (Please see Exhibit D). jZ I will be using the City provide insurance through Southem California Municipal Athletic Federation (SCMAF) and will pay all required fees quarterly billed by the City. Please see Contract Instructor Handbook 2009-10 (Exhibit B) for complete information. COMPLIANCE WITH ALL LAWS Instructor, and his/her employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK All Instructors and their employees, agents and representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to teaching or assisting with any class or program. Such Instructors and their employees, agents and representatives are required to submit fees in the amount of $54 per person to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints are required to be updated every five (5) years. This requirement is mandatory. In addition, all classes involving minors age seventeen (17) or younger must be taught in an open atmosphere where parents and guardians are able to observe class instruction if so desired. At no time can the parent or guardian of a minor be denied access to a class. By signing this Agreement, Instructor agrees to the provisions of this Paragraph. 9. TRANSPORTING OF MINOR PARTICIPANTS Unless the class or program specifically involves travel or transportation of minors to an offsite location, Instructor, or Instructor's employees, agents or representatives, shall not transport any minor participant by vehicle or otherwise. If, after the conclusion of any class session, a minor participant has not been picked up, Instructor shall make every effort to contact the minor participant's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Instructor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at 949-644-3151 (Monday through Friday, 8am to 5pm.), or the Park Patrol at 949-795-2381 (Monday through Friday, 5 to 9pm, and Saturday and Sunday, 9am to 5pm.) During all other hours, Instructor shall contact the Newport Beach Police Department for assistance. INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 6 10. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS All class rosters, participant addresses and contact information, and any other such information or documents compiled by City and provided to Instructor, shall remain the property of City. Instructor shall not release such information to others without the prior written authorization by City. Instructor shall not use such information for any other purpose than those authorized by City. All class rosters, class participant addresses and contact information, shall be used by the Instructor solely for administration of classes and performing City business. Instructor will take reasonable steps consistent with the law to prevent distribution of such information. Instructor's obligations under this paragraph shall survive the termination of this Agreement. 11. USE OF NAMES AND LOGOS; ADVERTISING, PRESS RELEASES AND PUBLICITY Instructor shall not include City's name, logos or insignia, or photographs of the class site or participants, in any publicity pertaining to Instructor's services or class in any magazine, trade paper, newspaper, radio or television production, Internet, or other printed or electronic medium without the prior written consent of City and participants. 12. BUSINESS LICENSE Newport Beach Municipal Code Chapter 5.04 provides that every business operating in the City must obtain a business license prior to conducting business in the City, and pay the required business license fee. This ordinance applies to businesses operating at commercial or residential locations within the City, or using a City of Newport Beach address or P.O. Box for receiving mail. The City Business License Fee is an annual tax, due every twelve (12) months. Instructor agrees to obtain a City business license as required by Chapter 5.04 and provide proof of compliance annually. Business License Applications are available in the Revenue Division Office in Newport Beach City Hall. In certain circumstances, Instructor may be eligible for paying a reduced Business License Tax, which is known as an Apportioned Business Tax. A Declaration for Apportioned Business Tax is available in the Revenue Division Office at City Hall. A copy of your Business License must be submitted with this agreement. Please see Exhibit C. 13. INDEMNIFICATION General. Instructor shall defend, indemnify, and hold harmless City, its elected and appointed officers, employees, agents, representatives, the City Council, boards and commissions ("Indemnified Parties') with respect to any loss, liability, injury or damage that arises out of, or is in any way related to, the acts or omissions of Instructor, his or her employees, representatives, officers and agents in the course of performing services under this Agreement; however, Instructor shall not be required to indemnify City from any claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Intellectual Property. Instructor shall defend, indemnify, and hold harmless the Indemnified Parties from any claim of infringement or other proceedings brought against City for any intentional or unintentional violation by Instructor of the legally protected rights of any third parties, with respect to works performed, logos displayed, or written or digital materials provided by Instructor and used during the performance of this Agreement. Such legally protected rights of third parties include but are not limited to trade secrets, moral rights, proprietary acts, U.S. patents, trademarks, service marks and copyrights vested or issued as of the effective date of this Agreement. If Instructor will be providing a public performance of musical compositions or arrangements that are subject to a INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 7 license held by a third party, it is the responsibility of Instructor to obtain the appropriate license to perform the material prior to the public performance. 14. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Instructor. In the event of termination under this Section, City shall pay Instructor on a prorated basis for any classes or programs that were actually taught by Instructor, if any, up to the effective date of termination. 15. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Instructor and City and approved as to form by the City Attorney. 17. 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 this Agreement or any other rule of construction which might otherwise apply. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and all preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 19. 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. 20. 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 of the same or any other term, covenant or condition contained herein, whether of the same or a different character. INDEPENDENT CONTRACTOR AGREEMENT Bonnie Bachelor Page 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: yne a am Assistant City Att ATTEST: r %� By: K vfwv- Leilani Brown, City Cle INSTRUCTOR - Bonnie Bachelor A CITY OF NEWPORT BEACH, A Municipal Corporation & Senior Services I� . neln SinnnA 1 Before submitting your contmetpadrage to the City, the following documents must be completed and orendosed 1) Three copies Of the signed contract (a compieted original contract will be mailed back for your records after processing 2) ExhlbffA- Completed List of Contract Instructor Representative, Employee and/or Agent Names Form 3) ExhibitC - Copy ofvatid City of Newport Beach Business License, and 4) Exhibit D - Insurarroe Certificate with Additional Insured Endorsement if not using SCMAF Insurance Plan Exhibits- A - Contract Instructor Representative, Employee and/or Agent Form B -- Contract Instructor Handbook 200910 C - Business License D - Cenfcate of Liability Insurance with Additional Insured Endorsement City of Newport Beach REVENUE DIVISION { Remittance Copy Date �'gb-05 Amount Paid $ QIP .�T Clerk Visa—WC—Amer Exp _:CC # Exp Date_ Check # Account Customer's Last Name lacy-lnk 4g� �� - -:c3�' Phone# vI (N) CITY OF NEWPORT BEACH �xhtbit B CULINARY COOKING RIDS LLC INSTRUCTIONS AND CONDI"FIONS ACCOUNT NUMBER: -I EXPIRATION DATE: 04/30/3011 Welcome to the City of Newport Beach, and thank you for your business lax payment. This business tax cedificale is evidence that the named business has paid a lax to conduct the business activity designated, within the City of Newport Beach. until the expiration date shown. Please notify the Revenue Division Immediately 0 any of the inlwmafion on the certificate changes. This certificate is valid only at the address indicated and must be displayed in a conspicuous location. II your business is not conducted at a permanent localion Municipal Code requires that any representative. while transacting business within the city, carry this certificate. This business lax cenificale does not authonze the named business to conduct any activities regulated by the City of Newport Beach or other agencies. Aulhorieelion for such activities must be obtained from the appropriate departments prior 10 application for business lax. Certificates are not transferable to any other party or person and are not pro -tared Refunds are not provided once the cedif Gals has been Issued. Your Wiliness tax ceir oale is valid will the expiration date, and must be renewed annually prior to that dale. Changes in type of ownership (1 e. from a sole propnelorghip to a pannortihip or LLC). nature of business. or ownership void the current cenificale and require filing of and payment lot a new application. Additional cenificales are required it atldllional types of business activity are initialed at the same address, or Add:nnnnl lo[hl:nns of fl:e Same business are established (Municipal Code Sections 5.04 through 5.08) Fo, yovc:nvenionce. the nevonue Division will mail a courupsy rrnmval nwn:C. prior to the expuabon darn.. IO the Dilrog address of record. Nun.1 etm 11)1 of the notice flues nal alleviate the requirement to Ifvu;w Per,allies are imposed far late fernewal at a eats of 250,e par month to a rnaX:main H IOD°<, of the base lax the Ilvvcnpe Division 1s available to auswcl any questions regarding business lax certhicaign and requirements. Call (949) 6443141, a mail us al N.wermelAe ut(li. ply.newporPbeaoh.ca Vs. or visit us M I" nlernet an wnwyprly uewWA beach ca.us and view the Municipal Code on-line. DISPLAY CONSPICUOUSLY ATPLACE OF BUSINESS FOR WHICH ISSUED CITY OF NEWPORT BEACH BUSINESS TAX CERTIFICATE IfilSIAXPAYFICXTCXPIRES 04/10/3011 ACCOUNT NUMBER --____.._T SERNICP : \DDR Ess CULINARY COOKING RIDS LLC fit!SINESS CATEGORY: MISC SCHOOLS i BDUCATIONAL SVC SELLERS PERMIT. NO SELLERS PEEMIT OWNF WPRINCIPAL NAME BACHELOR, BONNIE OWNERSHIP TYPE: LIMITED LIABILITY COMPANY TAX INCLUDES PAYMENT FOR. 0.00 EMPLOYEES DATE OF ISSUE. 04/05/2010 PRINT DATE: 04/05/2010 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY CITY OF NEWPORT BEACH, A Municipal Corporation By: ura De Wei Director creation & bAilor Services ATTEST: n By: X VMM� Leilani Brown, City Clerk CONTRACTOR: CULINARY COOKING jWSLLC 00�0v)n/ey4 By,.& v&il RAZX/0 Print Name and TitlehhIll tit d vc Signature Date gtYlYxf" Steu�n4 By:Q1fi167 khkaA 9'L`10 Print Name and Title: Lo-<AW)er Signature Date �Op� Attachments: Exhibit A: Represenatives and/or Employees of Contractor M Lr CULINARY COOKING KIDS LLC Page II