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14-001 William Rassieur OFFICE OF THE CITY CLIERK CITY HALL Ell 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255 TELEPHONE: (408)777-3223- FAX: (408)777-3366 C U P E RT I N O W EBSITE: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 CITY OF AGREEMENT CITY OF CUFE:RTINO 10300 Torre Avenue Cupertino, CA95014 0 C U P E RT I N O - 8-777-32040 NO. FY 14-15 THIS.AGREEMENT, made and en ere into this 17th day of June is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and Hereinafter "CONTRAC.TOR"), in consideration-of their mutual covenants, the.parties agree as follows: CONTRACTOR shall provide or furnish.the follov\!ing 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: $37 for a 60 minute class The total compensation under the Agreement.is not-to exceed $4,500. ; The.City.will issue- no:more than three payments PE�r 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 ai-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 of, 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 o,r transfer any rights or(31bligations under,this Agreement. Unless prior--.. written consent from City is obtained, only those people whose names are,Fisted this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. t 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 foss 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 m_ ade 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. y The Contractor shall comply with all applicable FedE!ral, 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 first written above. Title: Recreation Coordinator APPROVALS EXPENDITURE DISTRIBUTION SENIOR R ATION SUPERVISOR DATE ACCOUNT NUMBER AMOUNT 5:60-6449-7014 $4500.00 CITY A EY APP OVED TO FORM cf, CITY CLERK: ATTE DATE 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 Low Impact Aerobics 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 services to be performed. Nevertheless, City may, at any time, observe the manner in which-suel ,servi.ceswa-re° 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.