Loading...
AGR-7413 - KELLY WELCHAQR� 41:3 INSTRUCTOR SERVICES AGREEMENT THIS INSTRUCTOR SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this ZA day of 2022 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), KELLY WELCH, a sole proprietor ("Instructor"), who agree as follows: 1. Services Subject to the terms and conditions set forth in this Agreement, Instructor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A," which is attached hereto and incorporated herein by reference. Instructor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the expectations and requirements in performing the work, including those contained in Exhibit `B," which are attached hereto and incorporated herein by reference. The services which are the subj ect of this Agreement are not in the usual course of City's business and City relies on Instructor's representation that it is independently engaged in the business of providing such services, is experienced in performing the work and will follow the highest professional standards in performance of the work. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibits "A" or `B" to the contrary. The Community Services Department designee (the "CSD Designee"), shall be the person AQQ' 4 1:3 INSTRUCTOR SERVICES AGREEMENT THIS INSTRUCTOR SERVICES AGREEMENT (the "Agreement") is made at Orange, California, on this ZA day of 2022 (the "Effective Date") by and between the CITY OF ORANGE, a municipal corporation ("City"), KELLY WELCH, a sole proprietor ("Instructor"), who agree as follows: .with transportation, materials and 'equipment iequired for furiiis$ing 'services pursuant to this Agreement. 4. Changes. No payment for extra services or classes outside of the scope contained in this Agreement shall be made unless and until such extra services or classes and a price therefor have been previously recommended for approval by the CSD Designee and authorized in writing and approved by City as an amendment to this Agreement. The amendment shall set forth the extra services or classes, additional time, and adjustment of the amount of compensation paid by City to Instructor. 5. Licenses. Instructor represents that it and any substitutes it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Instructor and its substitutes, if any, shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. 6. Independent Contractor. At all times during the term of this Agreement, Instructor shall be an independent contractor and not an employee of City. City shall have the right to control Instructor only insofar as the result of Instructor's services rendered pursuant to this Agreement. Instructor shall comply with City's administrative and accounting requirements, which shall not be considered part of the performance of the work. City shall not have the right to control the instructional means by which Instructor accomplishes services rendered pursuant to this Agreement. In some instances Instructor shall, at its sole cost and expense, furnish all facilities, materials and equipment that may be required for furnishing services pursuant to this Agreement. Instructor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its substitutes, agents and employees, including compliance with social security withholding and all other wages, salaries; benefits, taxes, exactions, and regulations of any nature whatsoever. Instructor acknowledges that it and any substitutes, agents or employees employed by Instructor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights extra services or classes, additional time, and adjustment of the amount of compensation paid by City to Instructor. 5. Licenses. Instructor represents that it and any substitutes it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Instructor and its substitutes, if any, shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has had the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or substitution. Such assignment or substitution -may be approved by the CSD Designee or the City Manager. 10. Time of Completion. Instructor agrees to commence the work provided for in this Agreement and to diligently prosecute completion of the work in accordance with the time period set forth in Exhibit "A" or as otherwise agreed to by and between the representatives of the parties. Time is of the essence in this Agreement. Instructor shall do all things necessary and incidental to the prosecution of Instructor's work. 11. Equal Employment Opportunity. During the performance of this Agreement, Instructor agrees as follows: a. Instructor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Instructor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Instructor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Instructor shall, in all solicitations and advertisements for employees placed by, or on behalf of Instructor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 12. Conflicts of Interest. Instructor agrees that it shall not make, participate in the Time is of the essence in this Agreement. Instructor shall do all things necessary and incidental to the prosecution of Instructor's work. 11. Equal Employment Opportunity. During the performance of this Agreement, Instructor agrees as follows: a. Instructor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or (2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of Instructor, or person, firm or corporation employed by Instructor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Instructor, at Instructor's own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, Instructor agrees to indemnify and hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property caused by the negligent professional act or omission in the performance of professional services pursuant to this Agreement. C. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Instructor and its successors. 14. Insurance. a. Instructor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Instructor understands that it willful misconduct of City. Instructor, at Instructor's own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph. b. To the fullest extent permitted by law, Instructor agrees to indemnify and hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or insured as a contracting party. The minimum coverage required by Section b, above, shall apply to City as an additional insured. d. The insurance policies maintained by Instructor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Instructor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. 4 e. Before Instructor performs any work or prepares or delivers any materials, Instructor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned insurance coverages. L All insurance maintained by Instructor shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. g. Instructor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self -insure the risk and charge Instructor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Instructor. h. Instructor agrees that, in the event of loss due to any of the perils for which it has agreed to provide insurance, Instructor shall look solely to its insurance for recovery. Instructor hereby grants to City, on behalf of any insurer providing insurance to either Instructor or to City with respect to the services of Instructor herein, a waiver of any right to subrogation which any such insurer of said Instructor may acquire against City by virtue of the payment of any loss under such insurance. i. Instructor shall include all substitutes, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each substitute to City for review and e. Before Instructor performs any work or prepares or delivers any materials, Instructor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned insurance coverages. L All insurance maintained by Instructor shall be issued by companies admitted to conduct the pertinent line of insurance business in the State of California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. Instructor's records regarding the services provided imde' r fhis Agreeinenf. Instructor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Instructor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from City, and copies thereof shall be furnished if requested. 17. Compliance with all Laws/Immigration Laws. a. Instructor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. Instructor represents and warrants that it: (1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Instructor's employees; and (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to 17. Compliance with all Laws/Immigration Laws. a. Instructor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. Instructor represents and warrants that it: (1) Has complied and shall at all times during the term of this forth in Subsection 17A. ' ' f. Any Instructor or substitute who knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. Co g. Instructor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, City may sustain by reason of Instructor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 18. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Instructor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 19. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 20. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission. g. Instructor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures, City may sustain by reason of Instructor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 18. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Instructor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in [Remainder of page intentionally left blank; signatures on next page) IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. "INSTRUCTOR" "CITY" KELLY WELCH, a sole proprietor CITY OF ORANGE, a municipal corporation *By: By: Printed Name: Kelly Welch Rob Houston, City Manager Title: Instruc or *By: Printed Name: Title: APPROVED AS TO FORM: Mary E. B' ing Senior Assistant City Attorney *NOTE: City requires the following signature(s) on.behalf of Instructor: IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written. "INSTRUCTOR" "CITY" KELLY WELCH, a sole proprietor CITY OF ORANGE, a municipal corporation -- )6��v a - P � '1 -1 H EXHIBIT "A" SCOPE OF SERVICES [Beneath this sheet.] EXHIBIT "A" SCOPE OF SERVICES [Beneath this sheet.] Kelly Welch 17822 Kennon Drive. Yorba Linda, CA 92886 (714) 290-9712 Scope of Service City of Orange Recreation Class Contract Instruction Exhibit % 0 Revenue Teach Recreation Classes as directed by City of Orange staff 60% Classes offered throughout the duration of this agreement shall be the same and/or similar to the type of classes listed below. Course Description(s) — applies to adults: Kelly Welch 17822 Kennon Drive. Yorba Linda, CA 92886 (714) 290-9712 Exhibit A Page 1 of 1 Exhibit EXHIBIT "B" SPECIAL PROVISIONS [Beneath this sheet.] EXHIBIT "B" SPECIAL PROVISIONS [Beneath this sheet.] Exhibit B Special Provisions Please place your initials in the blank space adjacent to each of the following subparagraphs after carefully reading each statement and agreeing with each statement. a. KW All class and/or camp registration must be processed through the City of Orange Community Services Department. Instructors are not allowed to directly accept registration money from students at any time. b. KW Applicable class material fees must be approved by the City prior to the class start date and may be paid by the participant directly to the instructor. If a participant withdrawls from a class and requests a refund of the paid material fee, the instructor is obligated to refund at a minimum a pro -rated amount of that material fee directly to the participant. C. KW To maintain quality customer service with our customers, instructor or a designated representative are expected to attend at a minimum ten minutes of the first class meeting, even if the class is canceled due to lack of enrollment. d. KW If a class cancels and the instructor is unable to attend the first class meeting, it is the responsibility of the Instructor to contact the City's Community Services Coordinator prior to informing participants of the class caricelation. Exhibit B Special Provisions Please place your initials in the blank space adjacent to each of the following subparagraphs after carefully reading each statement and agreeing with each statement. a. KW All class and/or camp registration must be processed through the City of Orange Community Services Department. Instructors are not allowed to directly accept registration money from h. .KW It is the responsibility of the.lnstructor to meet quarterly proposal submittal deadlines. If deadlines are not met, the City has the right to withhold class information from appearing in the upcoming Our Orange. The City has the right to accept or decline each quarter, all submitted class proposals either in part or in its entirety. Exhibit B Page 1 of 3 Exhibit B Special Provisions i. KW Instructors are required to supply their own instructional materials and equipment at each class. The City and its employees are not responsible for lost, damaged, or stolen materials left behind by Instructors or their participants. On -site instructors: in most cases, there is no on -site storage available. However, in the event class is taught in a location that does have storage, arrangements must be made with the Community Services Coordinator prior to leaving any equipment or materials. Equipment and materials left in storage is done so at the instructor's own risk. KW Instructors must make every effort to prevent injury to students and property and are expected to report unsafe park and/or facility conditions to the Community Services Coordinator immediately. k. KW Instructors must leave City facilities neat and clean after each use. On -site instructors: are responsible for communicating their room set-up at a minimum one week prior to the first class meeting. Despite the activity, any table used during class must be covered to prevent damage or staining. Exhibit B Special Provisions I. KW Instructors are required to supply their own instructional materials and equipment at each class. The City and its employees are not responsible for lost, damaged, or stolen materials left behind by Instructors or their participants. On -site instructors: in most cases, there is no on -site storage available. However, in the event class is On -site instructors: working with minors under the age of 18 must be finger printed through the City of Orange Police Department. This includes any substitutes, -assistants, or volunteers that work with minors. Exhibit B Page 2 of 3 Exhibit B Special Provisions o. KW In addition to compliance with fingerprinting laws, Instructors who are employers are expected to: • Conduct "Google" or other reasonable internet name searches prior to hiring new staff members to ensure new staff members meet the qualifications and standard under the guidelines contained herein • Maintain staff employment eligibility on a quarterly basis by conducting "Google" or other reasonable internet name searches prior to the start of the new season of scheduled classes to ensure staff members are eligible under the guidelines contained herein • Provide a list of active employees when requested by the City P. KW Guidelines for Instructor Conduct: The City of Orange is seeking Instructors who relate well with others, have a good self-image, positively represent the City, are personable and pleasant, demonstrates poise and maturity, and are interested in providing excellent customer service. Each instructor is expected to behave in a professional and courteous manner which includes, but is not limited to: • Uses appropriate and positive language Does not discriminate on the hasis of aae. race. sex. reliainn. ethnicity. and ohvsical disabilities Exhibit B Special Provisions o. KW In addition to compliance with fingerprinting laws, Instructors who are employers are expected to: • Conduct "Google" or other reasonable internet name searches prior to hiring new staff members to ensure new staff members meet the qualifications and standard under the guidelines contained herein Exhibit B Page 3 of 3