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Home My WebLink AboutA6979 - LIFE SUPPORT SERVICES City of Palm Springs Parks & Recreation Department Recreational Instructor Agreement NAME: Life Support Services ADDRESS: P.O. Box 127 Twin Peaks, CA 92391 PHONE: (800)325-4468 INSTRUCTION TYPE: CPR/AED/First-Aid Training This Recreational Instructor Agreement("Agreement") is made and entered into this day of �u yq, , 20 [� by and between the CITY of Palm Springs, a California charter city and municipal corporation, ("CITY") and L1 Stw�cGs an individual or entity and his/her employees, agents, or officers (collectively referred to as "INSTRUCTOR"). I. SCOPE OF WORK A. CITY seeks to provide CPR/AED/First-Aid instruction. INSTRUCTOR shall perform all necessary and appropriate services consistent with that purpose ("Services"). Services are detailed in Exhibit "A," attached hereto and incorporated herein by reference. B. Services shall be performed at Palm Springs Leisure Center ("Facilities"). C. INSTRUCTOR warrants that he/she is qualified to provide CITY with Services, and holds all necessary certifications and licenses. D. INSTRUCTOR warrants that he/she will provide all necessary supplies, equipment, personnel, and other such necessities that enable him/her to perform the Services in a safe, competent, and professional manner. E. INSTRUCTOR shall perform the Services in a manner consistent with industry standards and the expectations of a reasonable person. II. DURATION A. Services shall begin on June 17, 2017 and end on June 17, 2017. B. This Agreement may be extended by written agreement between CITY and INSTRUCTOR. C. CITY may terminate this Agreement at any time, with or without cause, by giving written notice to INSTRUCTOR. Upon receipt of notice of termination, INSTRUCTOR shall cease performance of all Services on the date set forth on the notice of termination, or immediately if no date is provided. INSTRUCTOR shall be entitled only to compensation for services rendered prior to the termination date. I ORIGINAL BID 1159531.1 AND/OR AGREEMENT III. COMPENSATION A. CITY agrees to pay INSTRUCTOR for the performance of Services on the following terms: I. Flat fee $ 2. Hourly fee $ 3. Contingent fee $ per 4. Other $ Amount"Not to Exceed" $2,500 B. All compensation shall be paid within fourteen (14) days after completion of training. C. INSTRUCTOR shall not be entitled to any additional compensation. IV. USE OF FACILITIES A. INSTRUCTOR shall only use the Facilities for the Services described in this Agreement. B. INSTRUCTOR shall be responsible for any damage caused to the Facilities arising out of his/her rendering of the Services. C. INSTRUCTOR shall ensure that the Facilities are clean following each use. D. INSTRUCTOR shall ensure that the Facilities are secured following each use. V. INSURANCE The CITY reserves the right to require INSTRUCTOR to maintain insurance for the duration of this Agreement. Insurance requirements, if any, are attached as Exhibit "B" and incorporated herein by reference. INSTRUCTOR shall provide CITY with proof of insurance prior to the commencement of Services. VI. INDEMNITY To the fullest extent permitted by law, INSTRUCTOR shall defend (at INSTRUCTOR'S sole cost and expense), indemnify, protect, and hold harmless CITY, its officials, officers, employees, agents and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to, Claims arising from injuries to or death of persons (INSTRUCTOR'S employees included), for damage to property, including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, which Claims arise out of, pertain to, or are related to INSTRUCTOR'S performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit INSTRUCTOR'S indemnification obligation or other liability hereunder. INSTRUCTOR'S indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 2 1159531.1 VII. INDEPENDENT INSTRUCTOR The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make INSTRUCTOR a CITY employee. During the performance of this Agreement, INSTRUCTOR and its officers, employees, and agents shall act in an independent capacity and shall not act as CITY officers or employees. INSTRUCTOR will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The personnel performing the Services under this Agreement on behalf of INSTRUCTOR shall at all times be under INSTRUCTOR'S exclusive direction and control. Neither CITY nor any of its officials, officers, employees, agents or volunteers shall have control over the conduct of INSTRUCTOR or any of its officers, employees, or agents, except as set forth in this Agreement. INSTRUCTOR, its officers, employees or agents, shall not maintain a permanent office or fixed business location at CITY'S offices. CITY shall have no voice in the selection, discharge, supervision, or control of INSTRUCTOR'S officers, employees, representatives or agents or in fixing their number, compensation, or hours of service. INSTRUCTOR shall pay all wages, salaries, and other amounts due its employees in connection with the performance of Services under this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. CITY shall not in any way or for any purpose be deemed to be a partner of INSTRUCTOR in its business or otherwise a joint venture or a member of any joint enterprise with INSTRUCTOR. VIII. SUBCONTRACTING OR ASSIGNMENT PROHIBITED INSTRUCTOR'S expertise, capability, and reputation were a substantial inducement for CITY to enter into this Agreement. A. Only those authorized in writing by the CITY may render Services or perform any term of this Agreement. B. INSTRUCTOR shall not agree with any other party to perform the Services without the CITY'S express prior written approval. C. This Agreement shall not be assigned in whole or in part to another party without CITY'S express prior written approval. IX. INTEGRATED AGREEMENT This Agreement contains all terms and conditions between INSTRUCTOR and CITY and cannot be supplemented or modified without mutual written agreement. X. COMPLIANCE WITH THE LAW A. INSTRUCTOR shall perform all Services in accordance with all applicable federal, state, and local laws. B. INSTRUCTOR shall obtain and keep current any necessary licenses or permits necessary for the lawful performance of Services. C. In the performance of Services, INSTRUCTOR shall not discriminate against any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 3 1159531.1 XI. CRIMINAL BACKGROUND CHECK CITY may require INSTRUCTOR to submit to, and pass, a criminal background investigation prior to the commencement of Services. XII. LEGAL ACTION In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. XIII. ATTORNEY FEES In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses, including but not limited to reasonable attorneys' fees, expert consultant fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. INSTRUCTOR hereby warrants that he/she has fully read this Agreement, understands and agrees to each and every term, and is authorized to sign on behalf of any authorized persons performing the Services. 5 L_t � , �Anlwhl � l t�� I tructor Signature 9 Date ��L\J — 11'rinted Name/Title :7r avid H. Ready, City Ma Date ity of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 ATTEST: 4. f 760.323.8201 APPROVED BY CITY MANAGER City Clerk ,S ,60 APPRO 00 TO F U-3/ Eda✓r.L Z. orKi� Date City Attorney 4 1159531.1 5 1159531.1 EXHIBIT A 1. Describe activity/instruction and services to be rendered: CPR/AED/First-Aid training for City's Recreation Staff to include summer camp staff. 2. Frequency of meetings: One 8-hour class to be held on Saturday, June 17, 2017 starting at 8:30 a.m. 3. List all instructors, assistants, helpers, volunteers: NAME ROLE Sri ! S U 4. List materials and supplies to be used: C\Z Man I V\i ti S Chi ��E I--, 1 T OAS 5. Estimated class size: Approximately 35 students. 6. Fee schedule: $43 per person in attendance. 6 1159531.1 EXHIBIT B INSURANCE REQUIREMENTS 7 1159531.1