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14-001 Tracy BakerCUPERTINO February 11, 2014 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: WWW.cupertino.org Re: Agreement for Contract Services Enclosed is a fully executed copy of the above stated agreement with the City of Cupertino. If you have any questions or need additional information, please contact the Parks and Recreation department at 408 -777 -3120. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Parks & Recreation CITY OF AGREEMENT FY 2013 -2014 CITY OF CUPERTINO 10300 Torre Avenue D Cupertino, CA 95014 � j� --CUPERTINO V 408- 777 -3200 NO. I/1� THIS AGRE ENT, made and entered into this 30 day of January 2014 is by and between the CITY OF CUPERTINO (Hereinafter "CITY ") and Tracy Baker, 408 315 5615 Hereinafter "CONTRACTOR "), in consideration of their mutual covenants, the paities agree as follows: CONTRACTOR shall provide or furnish the following specified services and /or materials: Teach chair exercise class at the Senior Center. Two 1 -hour class a week, eight weeks per session. Check box if services are further described in an Exhibit. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A TERM: The services and /or materials furnished under this Agreement shall commence on April 9, 2014, and shall be completed no later than June 30, 2014. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: 85% of the revenue. generated per each 8 -week :session. $25 Annual Administration Fee will be deducted from the first payment. 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 51,00.0.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor shall; to the fullest. extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, actions, causes of. ac=tion or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of,. pertaining to, or related. to the, performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or. willful misconduct of City, its agents or employees. Such costs and expenses shall include, reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Page 1 of 3 Short Fonn Agreement i Y °OBI Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liabili ' Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Prop_ erty Damage: $100,000 each occurrence $250,000 aggregate if submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability:,. Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1;000,000. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it'h'as agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a thirty (30) -day notice. The Contractor may terminate this Agreement with or without cause with a thirty (30) -day written notice. Non - Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the 'race, color, national origin, ancestry, religion, gender or sexual orientation of such person Page 2 of 3 Short Fonn Agreement 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. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any .kind are authorized without the written consent of the City. CONTRACT CO- ORDINATOR and representative for CITY shall be: 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. CONTRA CITY OF CUPERTINO: r By. , By: -��� ?, ��4 Title lT�`p- '(_(,���/V>���� Title: Recreation &/dinator APPROVALS EXPENDITURE DISTRIBUTION D ART ENT HEAD /� DAT /]�� '110-6549-6316 $700.00 ITY CIZL PP �RpO.,V,ED TO FORM AT ), S-- 1 4 / 0 / V CITY CLERK: ATTEST DATE a/L,'J+ 1— (6 Page 3 of 3 Short Fonn Agreement Exhibit A 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. A minimum of 15 students must be registered and paid prior to the first class of each session. 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. Page 4of3 Short Fonn Agreement