16-001 Michele WestlakenCITY OF
a SHORT FORM AGREEMENT
CUPERTINO
(Less than $5,000)
CITY OF CUPERTINO
10300 Tone Avenue
Cupertino , CA 95014
408-777-3200 NO. ____ _
This Agreement, made and entered into this lST day of APRIL, 2016 (the "Effective Date") is by and between
the City of Cupertino (hereinafter "City") and MICHELE WESTLAKEN
(hereinafter "Contractor"), in consideration of their
mutual covenants, the parties agree as follows:
A. SCOPE OF SERVICES . Contractor shall provide or furnish the following specified services and/or
materials: FELDENKRAIS CLASSES Services are further described in Exhibit "A".
B. TERM. The services and/or materials furnished under this Agreement shall commence on JULY 1, 2016
and shall be completed no later than JUNE 30 , 2017.
C. COMPENSATION. For the full performance of this Agreement, CITY shall pay Contractor a total
amount not to exceed FOUR THOUSAND dollars ($4000). Consisting of the following: 87.5% OF REVENUE
PER SESSION
$2 5 Annual Administration Fee will be deducted from the first payment. The contractor shall provide all teaching
supplies, such as, but not limited to, dry erase markers, erasers, and handouts. Copy service at the senior center is 10
cents a page.
D. EXHIBITS. The following attached exhibits hereby are made part of this Agreement:
X Exhibit "A" -Scope of Services
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor shall, to the fullest extent allowed by law and without limitation of the pro visions of
this Agreement related to insurance, with respect to all services performed in connection with the Agreement,
indemnify, defend, and hold harn1less the City and its officers, officials , agents , employees and volunteers from and
against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including
any injury to or death of any person or damage to property or other liability of any nature , whether physical ,
emotional, consequential or otherwise, arising out, pertaining to , or related to the performance of this Agreement by
Contractor or Contractor's employees, officers, officials, agents or independent contractors. 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. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification.
The provisions of this Section survive the completion of the Services or ternlination of tllis Contract.
2. 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 perfonnance of this
Agreement.
3. Assignment. Contractor may not assign, transfer, or subcontract this Agreement or any portions thereof, without
prior written consent of City.
4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an additional named
insured , and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following
requirements :
(a) Workers' Compensation: Statutory coverage as required by the State of Califonlia.
(b) Liability: Commercial general liability coverage, without an exclusion for sexual abuse and
molestation, in the following minimum limits:
Bodily Injury:
Property Damage:
City of Cuperti no -Short Fann Agreement -412015
$500,000 each occunence; $1 ,000 ,000 aggregate -all other
$100 ,000 each occunence; $2 50 ,0 00 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $1,000 ,000 will b e
considered equivalent to the required minimum limits shown above.
(c) 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
5. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to
prov ide comprehensive general and automotive liability insurance, Contractor shall look so lel y to its insurance for
recovery . Contractor hereb y grants to City, on behalf of any insurer pro viding 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 v irtu e of the
pa yment of any loss under such insurance.
6. Termination of Agreement. In the event Contractor fails or refu se s to perfom1 any of the provisions hereof at
the time and in the manner required hereunder, Contractor shall be deemed in default in the perfom1an ce of this
Ag reement. If Contractor fail s to cure the default within the time specified and according to the requirements se t
forth in City 's written notice of default, and in addition to any other remedy available to the City by la w , the City
Manager may tenninate the Agreement by giving Contractor written notice thereof, which shall be effective
immediatel y . The City Manager shall also ha ve the option, at its so le dis cr etion and without cause, of terminating
this Agreement by giving seven (7) ca lendar days' prior written noti ce to Contractor as provided herein. Upon
receipt of any notice of tem1ination, Contractor shall immediately di sco ntinue performance.
7. Non-Discrimination. Contractor shall not discriminate against a job applicant, employee,
City employee, or a citi zen on the basis of race , color, national origin , ancestry, religion , gender,
sexual orientation or other protected class of such person .
8. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of
employment and , at all times , Contractor shall be deemed to be an independent contractor and
Contractor is not authotized to bind the City to any contracts or other obligations in executing
this Agreement. Contractor ce1iifies 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 perfonns the services to be perfonned. Neve1iheless, City may, at any
time, observe the manner in which such services are being perfonned by the contractor.
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.
9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain dming
the tenn of this Agreement, all approp1iate pennits , licenses , and ce1iificates including but not
limited to a City business license, that may be required in connection with the perfonnance of
services under this Agreement.
10. Reports and Records. Each and every rep01i , draft, work product, map , record and other
document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be
prepared by Contractor pursuant to or in co1mection with this Agreement, shall be the exclusive
property of City. Contractor shall not copyright any Repoti required by this Agreement and shall
execute approp1iate documents to assign to City the copy1ight to Reports created pursuant to this
Agreement. Any Report , infonnation and data acquired or required by this Agreement shall
Cit y of Cupert ino -Sh ort Fonn Agreem ent -4120 15
become the property of City, and all publication iights are reserved to City. Contractor may
retain a copy of any repo1i furnished to the City pursuant to this Agreement.
Contractor shall maintain complete and accurate records with respect to sales, costs, expenses ,
receipts and other such infonnation required by City that relate to the perfomrnnce of services
under this Agreement, in sufficient detail to pennit an evaluation of services. All such records
shall be maintained in accordance with generally accepted accounting p1inciples and shall be
clearly identified and readily accessible. Contractor shall provide free access to such books and
records to the representatives of City or its designees at all proper times , and gives City the iight
to examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all work, data, documents, proceedings and activities related to this Agreement.
Such records, together with supporting documents, shall be kept separate from other documents
and records and shall be maintained for a period of three (3) years after Contractor receives final
payment from City for all services required under this agreement.
11. 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: ALEX CORBALIS ,
RECREATION AND COMMUNITY SERVICES DEPARTMENT
In witness thereof, the paiiies have executed this Agreement the day and year first written above.
CONTRACTOR:
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Tax I.D:.
APPROVALS
D EPARTMENT HEAD DATE
City of Cupertino -Short Fonn Agreemen t -4/20 15
CITY OF CUPERTINO:
r-~;;;e t~r\;~§·J'r
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
100-62-623-700-702 $4000
EXHIBIT A
CONSULTANT SERVICES TO BE PERFORMED
The CONSULT ANT will provide FELDENKRAIS INSTRUCTION in, but not limited to, the
following programs:
TWO 1-HOUR CLASSES PER WEEK
Location and Time of CONSULTANT Services:
Refer to the SENIOR CENTER NEWSLETTER for agreed upon dates , times , and class locations. By
Mutual agreement of both paiiies, class schedule may change.
Eligible Participant Minimum and Maximums for CONSULT ANT Services:
Minimum: 3
Maximum: 15
If less than the required minimum number of paiiicipants enroll in and pay for a paiiicular class as identified
in the schedule before the class is scheduled to start, the City may cancel the paiiicular class and /or tenninate
this Agreement without additional notice or payment to Consultant.
Performance of CONSULT ANT Services:
City shall have no right of control as to the manner Consultant performs the s ervices to be perfonned.
Neve1iheless, City may, at any time, observe the manner in which such services are being perfonned by the
consultant.
The Consultant shall follow all guidelines pe1iaining to registration procedures as listed in the quarterly
recreation schedule. Paiiicipants may not take part in the program unless they are listed on the class roster or
can show proof of enrollment. All paiiicipants and volunteers need to complete the City's Waiver of
Liability fonn prior to taking paii in the program. Contractors are responsible for supervising minors after
class until a parent oflegal guardian has mTived.
In the event of an injury occun-ing to a participant, the Consultant will notify the City within 1 hour and
complete an Incident Rep01i in the fonn approved by the City. The Incident Report must be submitted to the
City within 24 hours of the injury occuning.
C it y of Cupertino -Short Fonn Agreement -412015