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11-001 Michele WestlakenNo: 57731 FY 13-14 1st AMENDMENT ONE TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND Michele Westlaken This First Amendment to the Agreement between the City of Cupertino and Michele Westlaken, for reference dated June 6, 2013 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Michele Westlaken ("Consultant"), .11 sole proprietor, whose address is and is made with reference to the following: RECITALS: A. On June 13, 2012, an agreement was entered into by and between City and Michele Westlaken (hereinafter "Agreement") for Consultant to teach Feldenkrais classes at the senior center. B. City and Consultant desire to modify the Agreement on the tenns and conditions set forth herein. / j . t NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 of the agreement is modified to read as follows: "The Tenn of this Agreement shall cmmnence on July 1, 2012 and shall be completed no later than June 30 2014, unless tenninated earlier as set forth herein" 2. Paragraph 3 of the Agreement is modified to read as follows: "Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth below. Compensation: $35 per registered student per each 8-week session. Compensation shall not exceed a total amount of two thousand four hundred dollars ($2,400) per year for a total not to exceed forty eight hundred dollars ($4,800). Payment by the City to the Consultant for services: consultant will be paid at the end of each 8-week session. The contractor shall provide all teaching supplies, such as dry erase markers, erasers, and handouts. Copy service at the senior center is 10 cents a page. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. Paragraph TERMINATION OF AGREEMENT of the Agreement is modified to read as follows: The City reserves the right to tenninate this Agreement with or without cause with a thirty (30)-day notice. The Contractor may tenninate this Agreement with or without cause with a thirty (30)-day written notice. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit "A"-Scope 3. Except as expressly modified herein, all other tenns and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Michele Westlaken Exhibit A CITY OF CUPERTINO APPROVED AS TO FORM: By Q~~y Attorney A ry;:sT: 0.J . A -L ~A ~'µCity Clerk 1. City shall have no right of control as to the manner Contractor performs the services to be performed, nor as to the content of any artistic performance. Nevertheless, City may, at any time, observe the manner in which the contractor is performing such services. 2. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, the City business license ordinance, and the provisions of federal law governing copyright protection found in Title 17 of the U.S. Code. 3. The contractor shall not promote his/her business to participants registered in the City's programs. 4. In the event that less than the required minimum number of participants shall request and pay for services prior to the agreed upon time for the commencement or service to be performed by contractor, City may cancel and withdraw from this agreement. CITY OF II AGREEMENT f'( cJD I\-:JV l-:2.. CUPERTINO CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 408-777-3200 BY THIS AGREEMENT, made and entered into on the 201h day of October 2011 by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Michele Westlaken; Address: Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: '-t ENTERED Teach the Feldenkrais Method exercise classes at the senior center. One-hour class per week, 8 weeks per session. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A TERMS: The services and/or materials furnished under this Agreement shall commence on January 10, 2012 to June 30,2012 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $35 per registered student per session, with a minimum of 5 students. $25 Annual Administration Fee will be deducted from the first payment. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. To the extent permitted by law CONTRACTOR agrees to indemnify, defend and hold harmless CITY, its officers, officials, employees, volunteers, agents and representatives, from and against any and all claims, demarids, actions, causes of action, losses, damages, liabilities, or judgments known or unknown, and all costs and expenses, including reasonable attorneys' fees in connection with any injury or damage to persons or property to the extent arising directly or indirectly out of any negligence, error, omission, recklessness or willful misconduct of CONTRACTOR, or anyone for whom CONTRACTOR is legally liable in relation to the performance of services under this Agreement. Such defense and indemnification shall not apply in any instance of and to the extent caused by the sole negligence, recklessness or willful misconduct of CITY, its officers, officials, employees, volunteers, agents or representatives. Insurance. Should the City require evidence of insurability, Contractor shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative Services. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. , Changes. This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of .any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall b.e: NAME: Teresa Feng Mo DEPARTMENT: Senior Center This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: sy°)l}cltt61vM:iair-- Title FeJdlJl kw 's ftat.fifianeflllL Soc. Sec.# or Tax l.D CITY OF CUPERTINO: ---By /,uw l-:4 /ll e Title: Recreation C~nator EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT 110-6549-6316 $400 Exhibit A 1. The City reserves the right to terminate this Agreement with a 30-. day,•potice. The contractor may terminate this Agreement with a 30+day written notice. 2. City shall have no right of control as to the manner Contractor performs the services to be performed, nor as to the content of any artistic performance. Nevertheless, City may, at any time, observe the manner in which the contractor is performing such services. 3. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, the City business license ordinance, and the provisions of federal law governing copyright protection found in Title 17 of the U.S. Code. 4.· The contractor shall not promote his/her business to participants registered in the City's programs. 5. The contractor may be required to provide a one million dollar General Liability Certificate of Insurance with the City listed as additionally insured. 6. In the event that less than the required minimum number of participants shall request and pay for services prior to the agreed upon time for the commencement or service to be performed by Contractor, City may cancel and withdraw from this Agreement.