HomeMy WebLinkAboutC-4247 - Independent Contractor Agreement Recreation Instructorj INDEPENDENT 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
Georgina Abravanel, a sole proprietor doing business as ("DBA") Body Business
Personal Fitness ("Contractor'), to provide the classes or programs in Fitness ("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:
1. TERM
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 Five percent (65%) 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.
2.3 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 Publicit . 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, Sign -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.
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
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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
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
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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."
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
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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.
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.
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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
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
Georgina Abravanel Page 6
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 (NBMC §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
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.
Georgina Abravanel Page 7
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
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.
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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.
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
Georgina Abravanel Page 9
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]
Georgina Abravanel Page 10
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: 10/1//Y
By: f
Aaron C. a \�
City Attorney
ATTEST: la,, �'
Date:
By: U' k
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a Cal'Ifq or
nia munici al cporation
Date: \Z`�
By:
LDetweile
Ra ation & Senior Services Director
CONTRACTOR: Georgina Abravanel, a sole proprietor doing business as
("DBA") Body Business Personal Fitness
i D r l �P I moner
tura D ePtintNape Print Title
Signature Date Print Name Print Title
[END OF SIGNATURES]
Attachments: Exhibit A— Representative Approval Form
Exhibit B — Insurance Information
Georgina Abravanel 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: YES NO
CLEARED
CLEARED TO YES NO
WORK
PHOTO TAKEN: = YES NO
CONTRACTOR = YES NO
NOTIFIED BY EMAIL
Georgina Abravanel 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
program, or through Southern California Municipal Athletic
Georgina Abravanel B-1
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) PI ase ' itial 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.
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.
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.
Georgina Abravanel B-2
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 anytime.
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 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
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
Georgina Abravanel B-3
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
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.
Georgina Abravanel B-4
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 GEORGINA
ABRAVANEL, a sole proprietor doing business as ("DBA") BODY BUSINESS PERSONAL
FITNESS ("Contractor") to provide the classes or programs in Fitness ("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.
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-five (65%) 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.
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.
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).
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 1
Y
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 Mates.
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 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.
I 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 andlor 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 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
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 3
l
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:
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; and
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.
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;
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 4
4.14.3 Immediately report to the Recreation & Senior Services Office any
injuries as a result of Class participation;
4.14.4 Injuries 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
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.
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: Racquel 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 a@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.
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 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
1
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.
-7.1 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. I have
reviewed the Contract Contractor Handbook for complete information.
Please note that SCMAF does not provide coverage for Worker's
Compensation orAutomobile 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
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 7
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. TRANSPORTING OF MINOR PARTICIPANTS
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.
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
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 8
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.
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. 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
• 1 1 � � 1 1 � � Y � � i � • 1 � * « � �
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.
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.
18.8 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.
GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS Page 10
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]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATT RNEY'S OFFICE
Date: W"�/;�-
By: 4 1L —
Aar . Harp
City Attorney MY
CITY OF NEWPORT BEACH,
A California municipal corporation
Date: t t "30 - IZ
kcu Detweiler
r ation & SenJ Services Director
ATTEST: IF N
• _
�F�`'�'llNryje �•�
By: NIA
LeilWrii 1. Brown
City Clerk
*kjjRACTOR: EORGINAABRAVANEL DBA BODY BUS S PERSONAL FITNESS
[END OF SIGNATURES]
Attachments: Exhibit A—Representative Approval Form
fWsembel amolwo&ingfilecantreot templafeslmcmaflon femplatesVndependenf confracfor agreement recreation instructor template
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GEORGINA ABRAVANEL DBA BODY BUSINESS PERSONAL FITNESS 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:
CONTRACT #:
FINGERPRINTS
PAID FOR: YES
BACKGROUND: YES
CLEARED
CLEARED TO YES
WORK
PHOTOTAKEN: = YES
CONTRACTOR YES
NOTIFIED BY EMAIL
CTTYUSEONLY
APPROVED
APPROVED BY:
LAURA DETWEILER, DIRECTOR
RECREATION & SENIOR SERVICES DEPARTMENT
IM
No
STAFF SIGNATURF./DATE
No
STAFF SIGNATURE/DATE
STAFF SIGNATURE
No
DATE RECEIVED
No
STAFF SIGNATURE/DATE
STAFF SIGNATURE/DATF:
DATE
Q4 1
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 Georgina Abravanel, a sole proprietor doing
business as ("DBA") Body Business Personal Fitness ("Contractor") to provide the
classes or programs in Adult Fitness ("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:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 31St 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-five percent (65%) 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
BODY BUSINESS PERSONAL FITNESS 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),
Address(es) 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:
will not be using representatives or employees.
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. 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.
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 Contracto'r'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
BODY BUSINESS PERSONAL FITNESS 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.
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
BODY BUSINESS PERSONAL FITNESS 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 htti):Hnewportbeachca.gov/index.aspx?page=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 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.
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 lost/replacement Contractor Photo ID Badge.
Contractor Photo ID Badges are distributed upon renewal of Agreement with City.
BODY BUSINESS PERSONAL FITNESS 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 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.
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.
C. Automobile Liability Coverage. Contractor shall maintain automobile insurance
covering bodily injury and property damage for all activities of the Contractor
BODY BUSINESS PERSONAL FITNESS Page 6
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. 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.
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.
9. TRANSPORTING OF MINOR PARTICIPANTS
BODY BUSINESS PERSONAL FITNESS Page 7
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 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
BODY BUSINESS PERSONAL FITNESS Page 8
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.
16. AMENDMENTS
BODY BUSINESS PERSONAL FITNESS Page 9
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 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.
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 et seq.).
BODY BUSINESS PERSONAL FITNESS Page 10
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:
MyWteWEOJUGhamp
Assistant City Attorney A
ATTEST:
Bv: �.
Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
BY: CA..a^7
aura Detw 4er, Director
'\ ecreation & Senior Services
IVANEL DBA BODY BUSINESS PERSONAL
Print Name and Title: (�eomli A0. A(GVAVna-`
owne4-
Print Name and Title:
Attachments: Exhibit A: Represenatives and/or Employees of Contractor (L. L
U
BODY BUSINESS PERSONAL FITNESS Page 11
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
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 Georgina Abravanel -
Sole Proprietor, DBA Body Business Personal Fitness (Instructor) to provide the classes or programs in
Adult Fitness 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`h 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 Locations except Newport Coast Community Center & Summer Camps — 65%
• Newport Coast Community Center (excluding summer camps) — 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
Body Business Personal Fitness 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. RepresentativeslEmployees. 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 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. SupplieslEquipment. 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
Body Business Personal Fitness
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.
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
Body Business Personal Fitness
Page 4
ix. Close and secure the room or building at the end of each class.
X. Turn off any lights, heat, air conditioning, or other utilities when class is finished.
A. Schedule make-up classes in advance through City.
Al. 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
Body Business Personal Fitness
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:
J/ I am A;4Tm - a' copy of the General Liability Insurance with Additional Insured
Endorsement that meet the above requirements. (Please see Exhibit D).
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 information.
7. 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.
FINGERPRINTS AND CRIMINAL BACKGROUND CHECK
All Instructors and their employees, agents and representatives must submit to and pass a criminal
background investigation by providing 2 complete set of fingerprtnts 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
Body Business Personal Fitness 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
Body Business Personal Fitness
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.
18. 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
Body Business Personal Fitness
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: CITY OF NEWPORT BEACH,
OFFICE OF THE CITY ATTORNEY A Municipal Corporation
By: By:
ynet D. eauchamp Detweiler, Director
Assistant City Attorney a R rpn 8t Senior Services
ATTES
By: � s Q�
Leilani Brown, City Clerk
Business
5-d6-0°
Date Signed
Before submitting your contract package to the City, the following documents must be completed and or enclosed:
1) Three copies of the signedwitracl(a completed original contract will be mailed backloryournmords aiterprocesswit
2) Exhibit A - Completed List of Contract Instructor Representative, Employee and/or Agent Names Form
3) Exhibit C - Copy of valid City of Newport Beach Business License; and
4) Exhibit D - Insurance 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 2009-10
C - Business License✓
D - Certificate of Liability Insurance with Additional Insured Endorsement ✓
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CERTIFICATE OF INSURANCE -PURCHASING GROUP LIABILITY INSURANCE POLICY
This insurance is provided ly
Philadelphia Indemnity Insurance Company
OFORGINA ARRAVANFI YfFM 1. Named GadiFleata Nnldne
ITEM 2. Mailing Address:
Producer Number:
Producer Name/Address: Fitness and Wellness Insurance 380 Stevens Ave, # 208 Solana Beach, CA 92075
Master Policy Number: Certificate Number:
As consideration of the payment of premium and subject to all teems of the master policy, vre agree to
provide the insurance as stated in this certificate.
Item 3: Purchasing Group Name: Fitness and Wellness Purchasing Group
Item 4: Mailing Address: 380 Stevens Ave, # 208, Solana Beach, CA 92075
Item 8: Business Description: Health and Fitness
Item 8: Location of all Promises you own, rent or occupy: Various
Item 7: Policy Period: From: January 30, 2009 To: Jamwry 30, 2010
12:01 AM. Standard Time at the address shown in Item 2.
ttem 8: Fomes and Endorsements: Forms and Endorsements attached to this certificate - See Schedule of Forms
and Endorsements attached to the Master Policy. Copies am available upon request.
Item 9: Lim s of Insurance: This policy provides for the Limits of Insurance below.
General Aggregate Limit (Other than Products Completed -Operations):
$
3,000,000
Products -Completed Operations Aggregate Limit:
$
3,000,00
Personal and Advertising Injury Limit:
$
1,000,000
Each Occurrence Limit:
$
1,000,000
Damages to Premises Rented to You Limit (Arty One Premses)
$
100,000
Medical Expense Limit (Any One Person)
$
2,500
Hired and Nonowned Auto Liability: Applies only if a limit is shown
$
Not Applicable
Uninsured Motorists Coverage (IL and LA)
$
Not Applicable
Underinsured Motorists Coverage (IL only)
$
Not Applicable
firs
K3 PH&ADELPMA INSURANCE COMPANIES
Item 10: Coverage and Pranti m:
`:aur mhcy consists of the following coverage when a premium is indicated If a premitrn is not
shown, there is no insurance coverage. This premium may be subject to adustments.
COVERAGE PART(S) PREMIUM FOR POLICY PERIOD
Commercial General Liability Coverage $ 122.00
Hired aro Nonowned Auto Liability Coverage $ Not Applicable
Purchasing Group Fee It 50.00
Stop Gap (OH, ND, WA, WV, WY), if applicable $ Not Applicable
State Tax and/or Surcharge $
TOTAL CERTIFICATE PREMIUM includng state Tar, surcharge $ 172.00
Countersigned `/��I��')
Date: March 6, 2009 By: O '
THIS CERTIFICATE OF INSURANCE, TOGETHER HATH THE COMMON POLICY CONDITIONS,
COVERAGE PART(S), COVERAGE FORM(S) AND ENDORSENIENT(S) ATTACHED TO THE MASTER
POLICY, COMPLETE THE ABOVE NUMBERED POLICY.
The following notice is provided pursuant to the Texas Insurance Cade Article 21.54. The insurer may W he subject m
all instance laws and regulations of this slat& The member benefits described are guaranteed through an insurance
contract. The Fitness and Wellness Purchasing Group's insurance policy is underwritten by Philadelphia Indemnity
insurance Company and rated A+ X by the A.M. Bat Co. in 2006.
Fitness and Wellness Insurance
A Member Of Philadelphia Insurance Companies
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
POLICY CHANGES
POLICY NUMBERI POLICY CHANGES EFFECTIVE
PHPK284105 January 30, 2009
NAMEDINSURED
GEORGINA ABRAVANEL
CHANGES
POLICY CHANGE NUMBER 0
COMPANY
Philadelphia Indemnity Insurance
Company
AUTHORIZED REPRESENTATIVE
Jeffrey E. Frick
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
EARNED PREMIUM ENDORSEMENT (FULLY EARNED PREMIUM)
Premium fully earned at inception: 122.00
Total Premium: $ 122.00
CHGEND
BY ----
AUTHORIZED REPRESENTATIVE
Includes copyright material of the Insurance Services Office, Inc. rased with ifs oermission.
Fitness and Wellness Insurance
Thank you for your business. Below is a recap of your policy information and charges.
Named Insured: Georqina Abravanel
Client/Certificate Number:
Policy Number:
Effective Date: January 30, 2009
Breakdown of Charges:
a.I�.R.YZL'2^P:�
Premium:
$
122.00
Purchasi Grou
$
50.00
Total Amount:
$
172.00
Insurance Access Fee if applicable)
$
"This page is for illustration purposes only; please see your policy and certificate of insurance
for exact terms, conditions, limits, coverages and exclusions.
F9nms aM Wellness Insurance • 388 Steverre Avenue, SuBe 208 . Selena Beach, CA 92875 • 800395-8075 • Fm: 85MWO22
ImJudes copyright material G the Insurance Services Ohm, Ire. usetl with its permission.
WORDTM CERTIFICATE OF LIABILITY INSURANCE DA�OEN6200
FITNESS AND WELLNESS ONLY
-A_ND_CONFERS
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Newport Beach, CA 93663
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3300 Newport Boulevard
FADJRE TO DO SO IMPOSE SKI oMR TnN OR DANDIY OFANY MIND ORION THE
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