Loading...
HomeMy WebLinkAboutC-4388 - Independent Contractor Agreement Recreation InstructorCITY OF NEWPORT BEACH Recreation & Senior Services Department INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into as of this 13`h day of August 2009 by and between the City of Newport Beach, California, a Municipal Corporation and Charter City ( "City "), and Miliana Enterprises, Inc. (a California corporation) DBA LangoKids OC (Instructor) to provide the classes or programs in language 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 LangoKids 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 finge int 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. Supplies/Equipment. Instructor shall be responsible for providing all supplies, equipment, personnel, materials, and any additional publicity desired for the class, at Instructor's sole expense, unless otherwise agreed to in writing by City. Instructor shall also be responsible for repairing and maintaining all equipment and supplies in good working condition. D. Anti - Discrimination Laws. Instructor agrees and certifies that, except as permitted by law, no person shall, on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex or sexual orientation, be excluded from participation in or be denied the benefits of the services provided pursuant to this Agreement, and Instructor agrees not to discriminate on said grounds in the hiring and retention of employees and representatives, unless authorized under Section 12940 of the California Government Code. Instructor shall, where applicable, conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. D. Class Size. Instructor shall determine the minimum and maximum number of participants required for each class in cooperation with City staff. The City can determine the minimum /maximum number of participants in a class to ensure the quality and, safety of the class. Instructor or Instructor's authorized representative is required to attend the first class meeting of all class offerings advertised in the Newport Navigator unless Instructor cancels the class three (3) business days prior to the start date, with the prior written approval of City. In the event of such approved cancellation, Instructor shall be responsible for informing all registered participants. In the event that the minimum number of participants is INDEPENDENT CONTRACTOR AGREEMENT LangoKids 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 disturbancelnuisance. INDEPENDENT CONTRACTOR AGREEMENT LangoKids Page 4 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 through City. xi. Complete and return the quarterly "Contract Class Schedule" on the date stated which will be emailed to the Instructor. Instructor is given two (2) weeks to return the completed quarterly schedule back to the City. xii. Know facility rules and regulations and provide pertinent information (i.e. refunds) to participants. (Copy provided). xiii. Pay a $20 lost key /replacement fee when Instructor requests replacement key. xiv. 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 LangoKlds Page 5 Workers' Compensation Insurance. By executing this Agreement, Instructor certifies that Instructor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation or to undertake self - insurance before commencing any work. Instructor shall carry the insurance or provide for self - insurance required by California law to protect said Instructor from claims under the Workers' Compensation Act. Please mark the following that apply: ✓ I am attaching a copy of the General Liability Insurance with Additional Insured Endorsement that meet the above requirements. (Please see Exhibit D). 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. COMPLIANCE WITH ALL LAWS Instructor, and his /her employees, agents and representatives shall at all times observe and comply with all laws, ordinances and regulations. 8. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK All Instructors and their employees, agents and representatives must submit to and pass a criminal background investigation by providing a complete set of fingerprints to City at least thirty (30) calendar days prior to teaching or assisting with any class or program. Such Instructors and their employees, agents and representatives are required to submit fees in the amount of $54 per person to the City of Newport Beach, Recreation & Senior Services Department, to cover all costs associated with fingerprinting through the City of Newport Beach Police Department and the Department of Justice. Fingerprints are required to be updated every five (5) years. This requirement is mandatory. In addition, all classes involving minors age seventeen (17) or younger must be taught in an open atmosphere where parents and guardians are able to observe class instruction if so desired. At no time can the parent or guardian of a minor be denied access to a class. By signing this Agreement, Instructor agrees to the provisions of this Paragraph. 9. TRANSPORTING OF MINOR PARTICIPANTS Unless the class or program specifically involves travel or transportation of minors to an offsite location, Instructor, or Instructor's employees, agents or representatives, shall not transport any minor participant by vehicle or otherwise. If, after the conclusion of any class session, a minor participant has not been picked up, Instructor shall make every effort to contact the minor participant's parent, legal guardian, or other authorized individual to whom the minor may be released. If no contact can be made with any of the above individuals, Instructor shall contact the City Recreation Supervisor or Recreation Manager at the Recreation & Senior Services Office at 949 - 644 -3151 (Monday through Friday, Sam to 5pm.), or the Park Patrol at 949 - 795 -2381 (Monday through Friday, 5 to 9pm, and Saturday and Sunday, 9am to 5pm.) During all other hours, Instructor shall contact the Newport Beach Police Department for assistance. INDEPENDENT CONTRACTOR AGREEMENT LangoKids 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 LangoKids Page 7 license held by a third party, it is the responsibility of Instructor to obtain the appropriate license to perform the material prior to the public performance. 14. TERMINATION City has the right, at its sole discretion and with or without cause, to terminate this Agreement at any time by giving three (3) calendar days prior written notice to Instructor. In the event of termination under this Section, City shall pay Instructor on a prorated basis for any classes or programs that were actually taught by Instructor, if any, up to the effective date of termination. 15. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 16. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Instructor and City and approved as to form by the City Attorney. 17. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 18. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and all preliminary negotiations and agreements are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. . 19. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 20. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. A oR . CERTIFICATE OF LIABILITY INSURANCE PRDmcu THIS CERTIFICATE Nt BSUED AS A MATTER OF WFORMANON POUCES, AIORGA AM LIMAS SHOWN IMT HAVE BEEN REDUCED 8Y PAID CLAIMSK . ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE LPL Insurance Aganvy Inc 6831 Eureka Avenue OP HOIDER. TINS CERMRCATE DOER NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE FOUCIES BELOW. POLICY NUMBER Torts Linda CA 92886 Phona:714-572-9700 Fax:714-572-9880 INSURERS APFORDWIG COVERAGE NNCS INWARD INWRERA: BRRTFOAD CART w END; DO 29424 INWRER•: Niliana. Entarprises, Inc., DBA IN RC INSURER 0, A INSURER E: EMERY THE POAC611 OF INSLAUKE LISTED RELOW HAVE BEEN ISSUES) TD THE INSURED NAMED AEOM FOR THE PMICY PERIOD INDICATED. NOIWT MDWO ANY REWREMFNT. TERN OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT MTN RESPECT TO FROM THE CERTIFICATE MAY EDN ED ON NNY PERTAIN, ME PSURAHCE AFFORDED WE ME P0.ICES DESCRIBED ROVER IB SUBJECTTO ML TIE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POUCES, AIORGA AM LIMAS SHOWN IMT HAVE BEEN REDUCED 8Y PAID CLAIMSK . LTII 100"I T'YPI OF • POLICY NUMBER w,T• ums Oma WBLHY SEEM OCCUMMiCE ES OOO OOO A X EMERY 08/21/09 08/21/10 a TXCOE=M0 E nOCWR MPWmm) ES OOO OOO BNB LAWINURY s eineee Oraers OPWEMLAOORE W 12j000,000 OEN'LAM{REWTELIMTAPPL�Pw: PRODUCTS-COMFDPAaO L ROLILW .SECT LOL AIEDMD••SLaMLT/ mMBWED WHERE LINT E AWAOTO Willme,A) WDLYIIWRV F A "MAUT06 W SCHELED AMOS U'NPNwII mDLLYRY # HIREDAUTO$ NowmAU a ONxTO W PROPMTYMANOE L (Ps wIPPIR) oAMMeLDVILJTY wTOONLY-EDACCIDMNT 6 OTHER TAN SAM'C 6 NVWro "TO ONLY: ADO $ wCBBMRNKLNLWILRY 6LCHOCCUMENCE S OCCUR CIAIMSMADE AOLWEQATE $ F L DEOUCTBLE L RETENIVJN S WOIINW COYRwwInMAm X TOHYLIIMS I ER A elme"w UAnNn 08/21/D9 08/21/10 EL ENCH ACCIDENT $1000000.00 E.L. DISWE-FA EMPL 31ODDDDO.OD OTFIICEFEWEMBER OCIADD? Bme R,P,fimm N84Nm E.LDIBEABE-PIX YUW #1000000.00 EITHER A HARTFORD CASUALTY 08/21/09 00/21/10 Property 51000 w aD uc ADDED•Y LWwwws xeaf Inc a Lo CIES, addits Re: NilieTLa Bntexprisss, Inc dba Longo Rids, and its Independent ESS: it m Ent rpri Contractors (foreign language inetruoters). Additional Insured: The City of Newport Beach, its elected or appointed officers, seploysea, agents and volunteare are cased as Additional Insured. NOTICE OF CANCELLATION FOB NON PAYNBNT NILL BE 30 DAYS NpDtITy eeuw AWOFTxBABOVE Deacaem rouDMssecAxcaLEDewoxeTxeex DAnrxwwa,TxElwumowaxlmlLru •x•uvw roxMl 30 uTauURTENxTnx The City of Newport xomeTO Tnee•RnmATexDLDeR xAMmrom, rt. •uTrMxprommaxau Recreation 6 Senior Services 3300 NawFort Blvd NCMport Beach CA 92663 weD monwAmN e M URERMeA sM glPIIFJENTATNN. AUTxolmBoxwxseEx Ai Francis Bud La hliv ACORO 25 (2001105( 0ACURO POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY NUMBER 72 SBA UV6870 ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Locations Of Covered Operations The City of Newport Beach, it's elected or appointed 3300 Newport Blvd., Newport Beach, CA 92663 officers, employees, agents and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 0 3'22?24b State of California Secretary of State I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of "2- page(s) has been compared with the record on file In this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of AUG 0 6 ?009 / In s` Znv-e�� DF,13RA ROWFN Sccrclary oI Slatc Sec/Slate Form CE -107 (REV 112007) �-•-• OSP08 111441 322224b Er���sEo •FILED In fila oFflec, of tho 8eohtary of Stateof the Mata of California ARTICLES OF INCORPORATION AUG 0 4 2000 OF MI -LIANA ENTERPRISES, INC.. Tile name of this Corporation is: MILIANA ENTERPRISES, INC. Thepurpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. [In The name in the State of California of this Corporation's initial agent for service of process is; Alton G. Burkhalter, Esq. Burkhalter Kessler Goodman & George LLP 2020 Main Street, Suite 600 Irvine, California 92614 1V This Corporation is authorized to issue only one class of stock and the total number of shares which this Corporation is authorized to issue is: One Million (1,000,000) shares at No Par Value_ u The liability of the Directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Califomia law. VI The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the Corporation and its Stockholders through Bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indenmification set forth in Section 204 of the Corporations Code, Dated: August 3, 2009 ment, Incorporator TOM DALY CLERK -RECORDER 12 CIVIC CENTER PLAZA, ROOM 106 POST OFFICE BOX 238 Recorded in Official Records, Orange County Tom Dal Clerk -Recorder Ilium kuSIIIulailN 20096202985 37.00 08/13/2009 10:41:00 SC4 34 F01 0 23.00 14.00 0.00 0.00 0.00 0.00 0.00 FICTITIOUS BUSINESS NAME STATEMENT THE FOLLOWING PERSON(S) IS (ARE) DOING BUSINESS AS: 1. Fictitious Business Name(s) Lango Kids (optional) Business Phone No. 714 858 5800 1,A a New Statement Refile - list previous No. Change 2. Street Address, City & State of Principal place of Business City Zip Code County State (Do not use P.O. box or P.M. B.) 960 S Quincy Circle Anaheim, CA 92807 ORANGE 3. Full name of Registered Owner (If Corporation, enter corporation name) If Corporation / LLC Miliana Enterpdses Inc. State of Incorporation or organization Ca Res. / Corp. Address (Do NOT use a P.O. Box or P.M. B) City State Zip Code 960 S. Quincy Circle Anaheim CA 92807 (CHECK ONE ONLY) This business is conducted by: a trust Ll a state or local registered domestic partnership 4 F] an individual F_� a general partnership Fla limited partnership 0 an unincorporated association other than a partnership Fla corporation a Limited Liability Partnership Dco-partners a husband and wife Da joint venture 7Limited Liability Co. Have you started doing business yet? Notice: This Fictitious Business Name Statement expires five years from the date it was riled in the Office of the County Clerk -Recorder. The statement expires 40 days after any change in the facts is made other than Yes Insert Date: 08/04/2009 a change in the residences address of the registered owner. A new Fictitious Business Name Statement ❑ No must be filed before either expiration. When ceasing to transact business under an active Fictitious Business Name Statement, Abandonment shall be filed. The filing of this statement does not of itself 5. authorize the use in this state of a Fictitious Business Name in violation of the rights of another under federal, state or common law (see section 14411 at seq., Business and Professions Code). If the registered owner is NOT a corporation, sign below: If the registered owner is: (See Instructions on the reverse side of this form) a corporation, an officer of the corporation signs below. any type of partnership, the general partner signs below. 6. a limited liability company, a manager or an officer signs below. Miliana Enterprises Inc. Signature: Limited Liability Company/Corporation/Partnership Name <V (Type or Print Name) Signature and Title of Officer/Manager or General Partner I declare that all information in this statement is true and correct. (A Registered owner who declares as true information which he or she I d declare that all information in this statement is true and correct. knows to be false is guilty of a crime.) (A Registered owner who declares as true information which he or she knows to be false is guilty of a crime.) Sakina Zerrel President Signature and Title of Officer/Manager or General Partner r nese rees apply at time of filling: Filing fee $23.00 for one business name. $7.00 for each additional business name $7.00 for each additional partner after first two TOM DALY CLERK -RECORDER 12 CIVIC CENTER PLAZA, ROOM 106 POST OFFICE BOX 238 B Lango Kids Central OC C Lango Kids Central Orange County THIS IS A TRUE CERTIFIED COPY OF THE RECORD IF IT BEARS THE SEAL, IMPRINTED IN PURPLE, OF THE ORANGE COUNTY CLERK -RECORDER oJ� Tom Daly, Clerk -Recorder 0 �o Page 1 of 1 Pages