HomeMy WebLinkAboutC-6431 - Independent Contractor Agreement Recreation InstructorINDEPENDENT CONTRACTOR AGREEMENT
RECREATION INSTRUCTOR
This Independent Contractor Agreement ("Agreement") is made and entered into
as of this 15th day of December, 2015 ("Effective Date') by and between the City of
Newport Beach, a California municipal corporation and charter city ("City"), and Jillian
Hardwick, a sole proprietor doing business as ("DBA") HB Pilates ("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 Publicity. City shall provide publicity for the Class in the Newport
Navigator (published on a quarterly basis) and/or the OASIS News (published on a
monthly basis). City shall have the sole discretion to decide what information will be
included in the Newport Navigator and/or the OASIS News about the Class and
Contractor. Publicity may also include flyers created by City or Contractor. Contractor -
created marketing materials must be approved in writing by City before distribution.
3.3 Class Facility. City shall provide a location for the Class without charging
Contractor any rental fees, unless otherwise agreed by the parties. Contractor will
request dates and times for the Classes and City will inform Contractor if the facility is
available. It is Contractor's sole responsibility to request these dates/times; City will not
schedule Contractor's Classes without receiving date/time requests from Contractor.
City facilities shall only be used for Classes authorized by the City under this
Agreement.
3.4 Refund Processing. Refunds are at the discretion of the City. City shall
provide refunds to participants when:
3.4.1 The participant drops the Class before the second Class meeting;
3.4.2 The participant drops a Class that is a one (1) day or more
workshop at least five (5) City business days before the workshop begins; or
3.4.3 The Class is canceled by City or Contractor. If canceled by
Contractor, all required paperwork must be received by City at least seventy-two (72)
hours before start date of Class.
3.5 Class Roster. 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.
1 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 Foran 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
a parent or legal guardian to allow said participants to transport themselves home from
the Class site.
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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 Tum 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.
5. PROJECT ADMINISTRATOR
This Agreement will be administered by the Recreation & Senior Services
Department. Recreation & Senior Services Director, or designee, shall be the Project
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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 & Senior Services Director
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
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
Jillian Hardwick dba HB Pilates Page 6
provision shall not apply to Contractors providing non -fitness related classes at
the OASIS Senior Center.
9. FINGERPRINTS AND CRIMINAL BACKGROUND CHECK
9.1 Contractor and its Representatives must submit to and pass a criminal
background investigation by providing a complete set of fingerprints to City at least thirty
(30) calendar days prior to teaching, substituting for Contractor, or assisting with any
Class. Contractor and its Representatives are required to submit fees at City's cost
pursuant to the administrative fee schedule (NEMC §3.36.030) to the City of Newport
Beach, Recreation & Senior Services Department, to cover all costs associated with
fingerprinting through the City of Newport Beach Police Department and the Department
of Justice. Fingerprints may be required to be updated every five (5) years.
9.2 In addition, all Classes involving participants age seventeen (17) years or
younger ("minors") must be taught in an open atmosphere where parents and guardians
are able to observe Class instruction, if so desired. At no time may the parent or
guardian of a minor be denied access to a Class.
10. TRANSPORTING OF MINOR PARTICIPANTS
10.1 Unless the Program specifically involves travel or transportation of minors
to an offsite location, Contractor or its Representatives, shall not transport any minor
participant by vehicle or otherwise.
10.2 If, after the conclusion of any Class session, a minor participant has not
been picked up, Contractor shall make every effort to contact the minor's parent, legal
guardian, or other authorized individual to whom the minor may be released. If no
contact can be made with any of the above individuals, Contractor shall contact the City
Recreation Supervisor or Recreation Manager at the Recreation & Senior Services
Office at (949) 644-3151 (Monday through Friday, 8 a.m. to 5 p.m.), or the Park Patrol
Division at (949) 795-2381 (Monday through Friday, 5 p.m. to 9 p.m. and Saturday and
Sunday, 9 a.m. to 5 p.m.). During all other hours, Contractor shall contact the Newport
Beach Police Department Dispatch number for assistance at (949) 644-3717.
11. CONFIDENTIALITY; OWNERSHIP OF DOCUMENTS
All Class rosters, participant addresses and contact information, and any other
such information or documents compiled by City and provided to Contractor, shall
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.
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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
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this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
17.7 Equal Opportunity Emplovment. 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]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORY' OFFICE
Date:
By:
ter
Aaron C. Harp1
City Attorney
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1 • r3 - ZorSe
By c- .. s•-
V
a Detweil
e ation & Senior Services Director
ATTEST:
Date: h
POE
Leilani I. Brown
City Clerk
CONTRACTOR: Jillian Hardwick, a sole proprietor doing business as ("DBA")
HB Pilates
[END OF SIGNATURES]
Attachments: Exhibit A— Representative Approval Form
Exhibit B — Insurance Information
Jillian Hardwick dba HB Pilates Page 11
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i nature
Date
Print Name
Print Title
Date
Signature
Print Name
Print Title
[END OF SIGNATURES]
Attachments: Exhibit A— Representative Approval Form
Exhibit B — Insurance Information
Jillian Hardwick dba HB Pilates 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
--
CITYUSEONLY
CONTRACT #:
FINGERPRINTS: YES NO
BACKGROUND: YES NO
CLEARED
CLEARED TO O YES NO
WORK
PHOTO TAKEN: = YES O NO
CONTRACTOR O YES NO
NOTIFIED BY EMAIL
Jillian Hardwick dba HB Pilates 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
Jillian Hardwick dba HB Pilates 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) Pie se initial the statement that applies:
Contractor shall provide a copy of the General
Liability Insurance with Additional Insured
Endorsement that meets the requirements contained
herein.
Contractor shall utilize City -provided insurance
through Southern California Municipal Athletic
Federation ("SCMAF") and will pay all required fees
billed on a quarterly basis by City. I have reviewed
the Contractor Handbook for complete information.
Please note that SCMAF does not provide coverage for
Worker's Compensation or Automobile Insurance
Liability.
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.
Jillian Hardwick dba HB Pilates 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 any time.
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
Jillian Hardwick dba HB Pilates 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.
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