Shaolin White Cloud Temple - FY2021-048 AGREEMENT FOR CLASS INSTRUCTION
Business Name/ I)I3A/Sole Proprietor
Shaohn White Cloud Temple
Type of Legal Entity
I=1 Corporation ❑ Limited liability ❑ Limited ElGeneral ® Sole
company (LLC) partnership (LP) partnership (GP) propnetor
Address for Notices
Street 3247 Winlock Road
City Torrance State CA Zip Code 90505
Email Address yen_sia@yahoo corn
Work Phone 310-938-7548 Cell Phone
This Agreement is made and entered into by and between the City of Rancho Palos Verdes,
a municipal corporation (City) and Maria Arabe ,(Instructor)
RECITALS
A City desires to offer one or more classes, as described in Exhibit "A", Class
Schedule, to this Agreement,
B Instructor represents Instructor (i) has sufficient professional experience for the
classes identified in Exhibit "A", (ii) will teach such classes to the best of Instructor's ability and
in accordance with the highest professional standards, and (iii) has all required licenses, permits,
and approvals required by law for the performance of the services required by this Agreement
Therefore, City and Instructor mutually agree as follows
1. INSTRUCTOR'S SERVICES
1.1. Recitals. The foregoing Recitals are true and correct, and are incorporated
herein by this reference
1.2. Responsibilities of Instructor. The Instructor has the following
responsibilities in providing Instruction services on behalf of City
1.2.1 Instructor is responsible for the preparation and facility set-up of
their respective class and shall arrive at the class location on each class day prior to the scheduled
start time of said class, with that time determined by Instructor based on Instructor's expenence
and needs, to ensure all needed set-up is completed pnor to commencement of the class
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1.2.2 Instructor will return the facility to the state it was in pnor to
Instructor's class
1 2.3 If the specified minimum number of students do not enroll in the
class as of the date of class commencement, the class will be cancelled unless the City and
Instructor provide mutual consent to the continuation of the class So as to provide value to the
students, Instructor shall refrain from enrolling more than the Enrollment Maximum descnbed in
Exhibit "A", unless at the Instructor's sole discretion, it is possible to enroll additional students
without compromising the integnty of the class for the other students already enrolled
1.2.4 Instructor will only utilize storage space at City's facility to store
Instructor's matenals necessary for the class after receiving written approval and permission from
the facility's supervisor
1.2.5 In the event Instructor must cancel any classes, Instructor shall
notify City at least 48 hours in advance of the classes to be cancelled if at all practicable,and shall
also notify class enrollees by telephone or email that the class has been cancelled Only in the event
of an unforeseeable emergency should Instructor provide less than 48 hours advance notice, since
Instructor will need to provide notice of the cancellation to students If Instructor cancels classes,
then Instructor shall make up the same number of classes cancelled prior to the end of the
respective session, and at a date and time determined by Instructor subject to City facility
availability Instructor will be liable to City for any Damages incurred by City as descnbed in
Section 3 3 if Instructor fails to make up any cancelled classes, since students have enrolled in and
paid for the class with the expectation of a specific number of class sessions
1.2.6 If Instructor is unavailable to instruct more than twenty-five
percent (25%) of the scheduled classes, students will be allowed to withdraw from the class and
receive a pro rata refund for the remaining classes not provided by Instructor Any amounts
refunded under this section will be subtracted from the remaining payment owed to Instructor by
City
1.2 7 If Instructor is unavailable to provide instruction for a particular
class, Instructor may use a substitute instructor selected by Instructor, provided the substitute
instructors and assistants have been fully vetted and approved by City (including necessary
documents in Section 1 3)to instruct the specified program or activity The substitute instructor's
contract must be fully processed and approved by City's Recreation and Parks Department for the
current fiscal year pnor to the substitute instructor providing any instruction services on behalf of
Instructor
1.2.8 Instructor will provide City's Recreation and Parks Department
with a list of all employees and any potential substitute instructors Instructor plans to utilize for
Instructor's class dunng the Term of this Agreement Instructor will ensure that prior to utilizing
the services of any Instructor employees or a substitute instructor, City's Recreation and Parks
Department has approved said individuals to provide services for Instructor
1.2.9 Instructor will conduct each of Instructor's responsibilities under
this Agreement at the highest professional standards
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1.3. Submittals to City. On or before February 8,2021, Instructor shall provide
the following documents to City (1) a course proposal, (2) a completed W9 form, (3)proof of all
insurance required, (4) Live Scan fingerprints and related criminal background checks as required
by Section 1 6 of this Agreement, (5) a copy of Instructor's valid and current City business tax
certificate, and (6) proof of medical certification, as required in Section 1 7 of this Agreement If
Instructor has no employees,then Instructor must provide a written statement signed under penalty
of perjury confirming that Instructor has no employees, at which time City's requirement for
Workers' Compensation Insurance shall be waived
1.4. Policies and Procedures. Instructor agrees to comply with all City
Recreation and Parks Department policies and procedures for Contract Instructors, as outlined in
this Agreement and The City of Rancho Palos Verdes Independent Contractor Handbook, a copy
of which is attached to this Agreement as Exhibit "B"
1.5. Responsibilities of City. City has the following responsibilities to
Instructor
1.5.1 No less than six weeks prior to the start of each class session, City
will notify Instructor in writing regarding (i)the details of the classes Instructor will teach for that
session, including day, time, dates, and room location of the classes, (ii) any documentation that
is due from Instructor prior to the start of the new session, and (iii) City shall notify Instructor, at
least 48 hours in advance if possible, if for any reason City cancels or needs to relocate any class
to another location
1.5.2 City will provide a clean room or facility for each class pnor to
the Instructor's use of that room or facility
1.5.3 City will unlock the room or facility prior to Instructor's use, and
lock the room or facility following Instructor's use
1.5.4 City will provide office services related to the Instructor's class,
including registration of students in the class, collecting and processing student payments for the
class, collecting waivers or emergency forms from students, providing copies of rosters to
Instructor, providing emergency forms and student payment receipts to Instructor, and advertising
the class via the City's online tools
1.6. Background Check. Instructor, and any employee or agent of Instructor
who may provide services pursuant to this Agreement, and who may have contact with children,
shall not have been convicted of any offense specified in Public Resources Code section 5164 or
Penal Code section 11105 3, which would preclude any such person from working with children
In addition, Instructor agrees to provide City with Live Scan fingerprints and the related cnminal
background check for Instructor, and for any employee or agent of Instructor who may provide
services pursuant to this Agreement, who may have contact with children
1.7. Medical Check Instructor warrants Instructor, and any employee or agent
of Instructor who may provide services pursuant to this Agreement who may have contact with
children,has been examined and found free of communicable tuberculosis within the last two years
pnor to the execution of this Agreement, as required by Public Resource Code section 5163 In
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addition, Instructor agrees to provide City with a medical certificate confirming said testing and
test result for Instructor and any employee or agent of Instructor who may provide services
pursuant to this Agreement, who may have contact with children
1.8. Taking or Using of Photos and Videos of Students. Instructor agrees
Instructor and Instructor's employees and agents may only make video recordings and take
photographs of students of classes provided pursuant to this Agreement after receiving (i) prior
written notice from City,and(ii) signed consent forms from the students,or in the case of a student
who is a minor, from the student's parent or guardian Moreover, if Instructor desires to use those
previously authonzed photos or video for any purpose other than personal use, including but not
limited to advertising Instructor's business on flyers or on the Internet or social media, then that
specific purpose must be clearly descnbed in the notice signed by City and by or on behalf of
Instructor's students Instructor's violation of this section is grounds for immediate termination of
this Agreement, and shall result in Instructor being barred from contracting with City for a
minimum of three (3) years
2. PAYMENT FOR SERVICES
2.1. Basic Fee Amount. Instructor's compensation for providing the
Instructional services specified in this Agreement shall be in the form of a commission, based on
and derived from the Gross Receipts generated by the session/class Gross Receipts are defined as
a total sum paid by the students as fees for enrolling in the instructional activity, less any non-
resident fee City shall receive 30%of the Gross Receipts and Instructor shall receive 70% of the
Gross Receipts
2.2. Fee Inclusions Instructor's fee rate shall include, without limitation, the
costs for Instructors' instruction, substitute instructors, assistants, instructional supplies, and
materials,publicity,and transportation Costs for student supplies, if required, must be included in
the Instructor's fee rate Instructor shall not receive separate reimbursement for any costs incurred
In providing instruction services, apart from the basic fee amount
2.3 Time of Payment. Following the completion of a class session, and City's
receipt and verification of signed invoices for services previously rendered by Instructor to City's
satisfaction, City will process payment for Instructor once a month Invoices shall be submitted to
City and must include line items for each class taught, including the time, date, and number of
students that attended the class
3. GENERAL PROVISIONS.
3.1. Term. The term of this Agreement shall commence upon full execution by
all parties, and unless terminated sooner pursuant to Section 3 4, shall expire on December 31,
2021
3 2. Termination.
3.2.1. Should Instructor breach any part of this Agreement, City may, in
Its sole discretion, terminate this Agreement immediately
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3.2.2 City may terminate this Agreement for any reason, with or without
cause, City shall provide Instructor with seven (7) days' advance written notice of termination
except for termination of the Agreement pursuant to Section 3 2 1
3.2.3. If Instructor cancels a class without prior notice (see Section 1 2 5)
or fails to attend a class required hereunder, then Instructor shall be responsible to City for all
ensuing damages to City including, but not limited to, all costs associated with retaining a
replacement instructor, unless City agrees in writing to waive any or all resulting damages
3.2.4. Instructor may terminate this Agreement at any time, for any reason
City requests Instructor provide 7 days' advance written notice of termination of the Agreement
If Instructor terminates this Agreement pnor to its expiration Instructor shall receive payment only
for the time through the date of termination
3.3. Indemnity. Instructor agrees to indemnify, hold harmless and defend City
and each of its officers,employees, agents,and volunteers from any and all claims, losses, awards,
judgments, damages, actions or costs, including reasonable attorney's fees and court costs
(Damages),arising out of Instructor's or any of Instructor's officers', employees',representatives'
or volunteers' act or omission related directly or indirectly to this Agreement, including the use or
possession by Instructor or any of Instructor's officers, employees, representatives, agents or
volunteers of unauthorized images (i e photographs in any format) of any student or any of their
invitees,provided,that Instructor's obligation to indemnify and hold harmless is only to the extent
Damages are caused by Instructor or any of Instructor's officers, employees, representatives,
agents, or volunteers
3.4. Non-Discrimination. In carrying out the performance of the services
designated in this Agreement, Instructor shall not discnminate against any employee or member
of the public because of race, religion,creed,color,medical condition, sex, marital status,national
origin, or sexual orientation
3.5. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or written, between the parties, and contains all of the covenants and
agreements between the parties with respect to the subject matter hereof Each party to this
Agreement acknowledges no representations, inducements, promises, or agreements, orally or
otherwise, have been made by either party or anyone acting on behalf of any party, which are not
embodied herein and that any other agreement, statement, or promise not contained in the
Agreement shall not be valid or binding Any modifications of this Agreement will be effective
only if memorialized in a writing signed by both parties
3.6. Governing Law.This Agreement shall be governed by the laws of the State
of California and any lawsuit or action relating in any way to this Agreement must be filed in Los
Angeles County, California
3.7. Prohibition Against Subcontracting or Assignment. Instructor shall not
contract with any person or entity to perform in whole or in part the work or services required
hereunder except as provided by this Agreement Neither this Agreement nor any interest herein
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may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City Any such prohibited assignment or transfer shall be void
3.8. Independent Contractor. Neither City nor any of its officers, employees,
agents, or volunteers shall have any control over the manner, mode, or means by which Instructor
performs the services required herein, except as otherwise set forth Instructor shall perform all
services required herein as an independent contractor of City and shall remain under only such
obligations as are consistent with that role Instructor shall not at any time or in any manner
represent that it or any of Instructor's agents or employees are agents or employees of City
3.9. Insurance. Unless otherwise stated in writing from City's City Manager or
designee, Instructor shall procure and maintain,at its sole cost and expense, in a form,amount and
content satisfactory to City's City Manager or designee, during the entire term of this Agreement,
including any extension thereof, the following policies of insurance
3.9.1 Commercial General Liability Insurance. A policy of
commercial general liability insurance for $1,000,000 using Insurance Services Office
"Commercial General Liability" policy form CG 00 01, with an edition date pnor to 2004, or the
exact equivalent Coverage for an additional insured shall not be limited to its vicarious liability
Defense costs must be paid in addition to limits Additionally, City and each of its officers,
employees and agents must be mentioned as additional insureds and each insurance certificate
must be accompanied by all applicable additional insured endorsement pages
3.9.2 Automotive Insurance A policy of comprehensive automobile
liability insurance wntten on a per occurrence basis shall not be required as Instructor is not
required to use an automobile in connection with the services hereunder However, Instructor
understands that automobile insurance and/or financial responsibility is required on any vehicle
operated or parked on California roadways Instructor agrees that they will carry evidence of
automobile insurance and/or financial responsibility in their vehicle at all times and that proof of
same must be provided as specified when requested by law enforcement, when renewing vehicle
registration, when the vehicle is involved in a traffic collision Accordingly, Instructor agrees if a
vehicle will be used by Instructor/Instructor's officer,employee or agent to commute to the classes
provided pursuant to this Agreement or other activities in connection therewith, then Instructor
shall comply with the minimum liability insurance requirements for private passenger vehicles
(per California Insurance Code subdivision 11580 1(b)
3.9.3 Workers Compensation Insurance. A policy of worker's
compensation insurance on a state-approved policy form providing statutory benefits as required
by law with employer's liability limits per accident for all covered losses However, this
requirement shall not apply if Instructor has no employees and Instructor provides the letter signed
under penalty of perjury as described in Section 1 3
3.9.4 The policies of insurance shall not be cancelled without providing
ten-days' pnor written notice by registered mail to City In the event any of the policies of
insurance are cancelled or amended, Instructor shall, prior to the cancellation or amendment date,
submit new evidence of insurance in conformance with this Section to City's City Manager or
designee No work or services under this Agreement shall commence until Instructor has provided
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City with Certificates of Insurance or appropnate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance or binders are approved by City's City
Manager or designee
Instructor agrees the provisions of this Section shall not be construed as limiting in any
way the extent to which Instructor may be held responsible for the payment of damages to any
persons or property resulting from Instructor's activities or the activities of any person or persons
for which Instructor is otherwise responsible
The insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated"A"or better in the most recent edition of Best Rating
Guide or The Key Rating, and only if they are of a financial category Class VII or better, unless
such requirements are waived by City's City Manager or designee, due to unique circumstances
3.10. Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail
In the case of City
Attn City Manager
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275,
In the case of Instructor
At the address designated on the
signature page of this
Agreement
3.11. Severability In the event part of this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,such invalidity
or unenforceability shall not affect any of the remaining portions of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity depnves either party of the basic benefit
of their bargain or renders this Agreement meaningless
3.12. Waiver No delay or omission in the exercise of any nght or remedy by a
nondefaulting party on any default shall impair such nght or remedy or be construed as a waiver
A party's consent to or approval of any act by the other party requinng the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement
3.13. Conflict of Interest. No officer, employee, director, or agent of City shall
participate in any decision relating to this Agreement, which affects their personal interest or the
interest of any corporation, partnership, or association in which they are directly or indirectly
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interested, nor shall any such person have any interest, direct or indirect, in this Agreement or the
provisions thereof
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date
set forth below
CITY: INSTRUCTOR:
City of Rancho Palos Verdes Maria Arabe
30940 Hawthorne Blvd 3247 Warnock Road]
Rancho Palos Verdes, CA 90275 Torrance, CA 90505
By By
Ara 1 ani , Manager ' Wiff
Date It*CO ZOZd' Date U
ATTEST By
Its
'DI. •
'mily Colborn, City C k Date
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EXHIBIT "A"
CLASS SCHEDULE
Instructor agrees to provide the following classes
Class Title Location Facility Name Enrollment Enrollment Start End
Minimum Maximum Date Date
Shimmy and Shake Dance Hesse Park FSR Patio 4 15 3/4/21 3/25/21
Fitness
2
3
4
5
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