16-001 Ruby ChenCITY OF
a SHORT FORM AGREEMENT
CUPERTINO
CITY OF CUPERTINO
10300 Ton-e Avenue
Cupe1iino, CA95014
408-777-3200 No. rvo11--L q.
This Agreement, made and entered into this 16th_day of June, 2016, (the "Effective Date") is by and between
the City of Cupertino (hereinafter "City") and Ruby Chen (hereinafter
"Contractor"), in consideration of their mutual covenants, the parties agree as follows:
A. SCOPE OF SERVICES. Contractor shall pro vi de or furnish the following specified services and/or
materials: Fitness Instruction Services are further described in Exhibit "A".
B. TERM. The services and/or materials furni she d under this Agreement shall commence on July 1, 2016 and
shall be completed no later than June 30 , 2017.
C. COMPENSATION. For the full perfonnance of this Agreement, CITY shall pay Contractor a total
amount not to exceed twenty-five hundred dollars ($2500.00). Consisting of the following: $39 per 60 minute class
D. EXHIBITS. The following attached exhibits hereby are made part of thi s Agreement:
}?JExhibit "A"-Scope of Services
DExhibit "B"-Acknowledgement of Mandated Reporting Requirements, Receipt of Training, and Receipt of Penal
Code Statutes Exhibits "B " and "C" are for anyone working with minors
DExhibit "C"-City of Cupe1iino, Consultant Declaration
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor shall, to the fullest extent allowed by law and without limitation of the provision s of
this Agreement related to insurance , with respect to all services perforn1ed in connection with the Agreement ,
indemnify, defend , and hold harmless the City and its officers , officials , agents , employees and vo lunteers 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 perfonnance 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 te1mination of this 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 on this Agreement shall be used in the perforn13nce of this
Agreement.
3. Assignment. Contractor may not assign, transfer, or subcontract this Agreement or any po1iions thereof, without
prior written consent of City.
4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an ad ditional 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 California.
(b)Liability : Commercial general liability coverage, including sexual abuse an d molestation cO«Verage , in
the following minimum limits:
Bodily Injury: $500,000each occun-ence; $1,000,000aggregate -all other
Property Damage: $100 ,000 each occmTence; $2 50 ,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.
(c)Automotive : Comprehensive automotive liability coverage in the following minimum limit s:
Bodily Injury: $500,000 each occun-ence
City of Cupertino -Short Fonn Ag reement -4/20 15
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500 ,000 each occmrence
5. Subrogation 'Vaiver. Contractor agrees that in the event ofloss 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.
6. Termination of Agreement. In the event Contractor fails or refuses to perfom1 any of the provisions hereof at
the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this
Agreement. If Contractor fails to cure the default within the time specified and according to the requirements set
forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City
Manager may tenninate the Agreement by giving Contractor written notice thereof, which shall be effective
immediately. The City Manager shall also have the option, at its sole discretion and without cause, of tem1inating
this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon
receipt of any notice of tem1ination, Contractor shall immediately discontinue perfonnance .
7. Non-Discrimination. Contractor shall not discriminate against a job applicant, employee, City employee , or a
citizen 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 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 perfom1s the services to be performed. 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 during the term of this
Agreement, all appropriate pennits, licenses , and ce1iificates including but not limited to a City business license , that
may be required in connection with the performance of services under this Agreement.
10. Reports and Records. Each and every report, draft , work product, map , record and other document , hereinafter
collectively referred to as "Repo1i", reproduced, prepared or caused to be prepared by Contractor pursuant to or in
connection with this Agreement, shall be the exclusive property of City. Contractor shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports
created pursuant to this Agreement. Any Report, infonnation and data acquired or required by this Agreement shall
become the property of City, and all publication rights are reserved to City. Contractor may retain a copy of any
report 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 information required by City that relate to the perfomrnnce of services under this Agreement, in sufficient
detail to pemlit an evaluation of services . All such records shall be maintained in accordance with generally
accepted accounting principles 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
right 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.
City of Cupen ino -Short Fonn Agreement -4/2 0 15
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: Karen Levy, Recreation and Community
Services
In witness thereof, the parties have executed thi s Agreement the day and year first written above.
CONTRACTOR' !__,!. -..
By: _____ - _ _______ _
Title: Fitness Instructor
CITY OF CUPERTINO:
By: Karen Levv ~
Title: Recreation Coordinator
f
EXPENDITURE DISTRIBUTION
TION MANAGER DATE ACCOUNT NUMBER AMOUNT
~ 580-63-620 700-702 $2500.00
DAT
. 7 · Ii
City of Cupertino -Shon Fann Agreement -4 12015
EXHIBIT A
CONSULT ANT SERVICES TO BE PERFORMED
The CONSULTANT will provide instruction in, but not limited to, the following programs:
Viv Asia Fitness Dance
Location and Time of CONSULTANT Services:
Refer to the Recreation Schedule for agreed upon dates, times, and class locations. By Mutual agreement of both
paiiies , 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 paiiicular class as identified in the
schedule before the class is scheduled to start , the City may cancel the particular class and/or tenninate this Agreement
without additional notice or payment to Consultant.
Performance of CONSULT ANT Services:
City shall have no iight of control as to the manner Consultant performs the services to be perfonned . Neve1iheless ,
City may , at any time, observe the manner in which such services are being performed by the consultant.
The Consultant shall follow all guidelines pe1iaining to registration procedures as listed in the quarterly recreation
schedule. Participants may not take paii in the program unless they are listed on the class roster or can show proof of
enrollment. All pa1iicipants and volunteers need to complete the City 's Waiver of Liability fom1 prior to taking pa1i in
the program. Contractors are responsible for supervising ininors after class until a parent of legal guardian has alTived.
In the event of an injury occurring to a patiicipant, the Consultant will notify the City within 1 hour and complete an
Incident Rep01i in the fo1m approved by the City. The Incident Report must be submitted to the City within 24 hours
of the injury occulTing.
City of Cupe11ino -Short Fo1111 Agreement -4110 15