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14-001 Rebecca McCormick OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE o CUPERTINO, CA 95014-3255 L!IA I TELEPHONE: (408)777-3223• FAX: (408)777-3366 C U P E RT I N® WEBSITE:www.cupertino.org July 3, 2014 Re: Agreement for consultant 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 9 CITY OF AGREEMENT CITY OF CUFIEiRTINO 10300 Torre Avenue Cupertino, CA95014 CUPERTINO 83 ' FY 14-15 THIS AGREEMENT, made and entered into this 17_'day of June is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and Hereinafter "CONTRACTOR"), in-consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish, the following specified services and/or materials: Adult Fitness Instruction Check box if services are further described in an Exhibit.❑X EXHIBITS: The following attached exhibits_ hereby are made part of this Agreement: A. TERM:. The.-services and/or materials furnished under this Agreement shall commence on July 1, 2014 and shall be completed no later than June 30, 2015. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: For sculpt and'stretch: $37 fora 60 minute class For balance and core: 70%0 of resident fees - $5. adi-ninistration fee per participant plus '/2 of*drop in fees The total compensation under the Agreement is not to exceed $5,000. The City will.issue no more than three payments per quarter and, if needed, one final payment at the end of this agreement to close the account. 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 action 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. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent r 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 with the City as an additional named insured: (1) Workers' Compensation: Statutory coverage as required by the State of California..Not required for sole proprietors. (2) Liability Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property 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 Subrogation Waiver.Contractor agrees,that in the event of loss due to any of the perils for which it has 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 Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment and that Contractor is an independent contractor. 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: Karen Levy, Recreation Coordinator DEPARTMENT: Parks & Recreation This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year fir,;t written above. Title: Recreation Coordinator APPROVALS EXPENDITURE DISTRIBUTION SENIOR RECREATION SUPERVISOR D NUMBER AMOUNT i lj - 91;80-6449-7014- ` $5000.00 . CITY AT61EY APPROVED A TO FORM TE ,/ 4t'CITY DA T EXHIBIT A. CONSULTANT SERVICES TO BE PERFORMED The CONSULTANT will provide instruction in, but not limited to, the following programs: Fitness classes for adults including Sculpt & Stretch and Balance, Core, and More Location and Time of CONSULTANT Services: Refer to current Recreation Schedule for agreed upon dates, times, and class locations. By Mutual agreement-of both parties, class schedule may change. Eligible Participant Minimum and Maximums for CONSULTANT Services: Minimum: 5 Maximum: 20 If less than the required minimum number of participants enroll in and pay for a particular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or terminate this Agreement without additional notice or payment to Consultant. Performance of CONSULTANT Services: City shall have no right of control as to the manner Consultant performs the s.ervices,to be performed. Nevertheless, City may, at any time, observe the manner in which_:'sucn-�se.ryrces­are being performed by the consultant. The Consultant shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants may not take part in the program unless they are listed on the class roster or can show proof of enrollment. All participants and volunteers need to complete the City's Waiver of Liability form prior to taking part in the program. Contractors are responsible for supervising minors after class until a parent of legal guardian has arrived. In the event of an injury occurring to a participant, the Consultant will notify the City within 1 hour and complete an ABAG Incident Report. The ABAG Incident Report must be submitted to the City within 24 hours of the injury occurring.