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20-001 Kalgold Technologies, Inc.___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 1 of 7 No. ___________ FY2020-2023 RECREATION SERVICES AGREEMENT 1. Parties. This contract is made by and between the City of Cupertino, a municipal corporation (“City”), and KALGOLD TECHNOLOGIES INC (“Contractor”), a CALIFORNIA CORPORATION for MEDICAL CLASSES/CAMPS and is effective on the last date signed below (“Effective Date”). 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 6/30/2023 (“Contract Time”), unless extended or terminated as provided herein. Time is of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based upon actual costs but that will be capped so as not to exceed $11,000 for FY20-21, $11,000 for FY21-22, $11,000 for FY22-23 (“Contract Price”), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, expenses, and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within thirty (30) days after approval of written invoices. Invoices are subject to review and audit by City during regular business hours upon 24 hours’ notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4) years from the date of the final payment. 5. Independent Contractor. 5.1 Contractor is an independent Contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor’s performance of the Services. Contractor is not entitled to City’s health Rec Supervisor May 14, 2020 Rachelle Sander May 14, 2020 Updated 4/15/20 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide MEDICAL CLASSES/CAMPS in, but not limited to, the following: LITTLE MEDICAL SCHOOL, DENTAL SCHOOL, LITTLE WILDERNESS CAMPS, LITTLE MEDICAL SCHOOL CAMP, MED4TEENS CAMP, LITTLE VETERINARIAN CAMP Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated SUMMER 2020 - SUMMER 2023 for agreed upon dates, times, and locations of a class, camp, activity, program, or service (“class”). The City, at its sole discretion, may change the agreed dates, times and locations of a class, or may cancel a class. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. For a class taught in person, 70% of resident fee minus $10 administrative fee per participant, based on final roster. City and Contractor may mutually agree for Contractor to teach a class online rather than in person, provided that City and Contractor reach agreement for compensation for that online class. Compensation for that online class shall be specified in writing in a separate side agreement before online instruction for a class begins. The total compensation to the Contractor shall not exceed $11,000 FOR FY 20-21, $11,000 FOR FY 21-22, $11,000 FOR FY 22-23. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 8 Maximum: 24 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 Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify “self”): Haranath Tirumalasetty ____________________ ____________________ ____________________ Srigowri Tirumalasetty ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Updated 4/15/20 ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Performance of CONTRACTOR Services Class Cancellation Contractor will only receive compensation for a class that is performed. If performance of a class is cancelled by the City or Contractor before instruction begins, Contactor will not receive compensation for the class. If the City or Contractor cancels performance of certain meetings of a class, Contractor will only receive compensation for those meetings of the class that are performed. In the case Contractor unilaterally cancels performance of a class without City approval, City reserves the right to immediately and without notice cancel the remainder of classes offered and or performed by Contractor. COVID-19 Health Order Compliance Contractor acknowledges that its duty to comply with Laws, as stated in Section 13 of the Agreement, includes compliance by Contractor with the restrictions on travel and the Social Distancing Requirements set forth in Section 13.k of the health order issued by the County of Santa Clara Public Health Department on March 31, 2020, in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws or policies that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). Contractor shall comply with these restrictions on travel and Social Distancing Requirements when preforming work under this Agreement. If this Agreement specifies work that cannot be performed in compliance with the Health Order or Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. Contractor shall likewise comply with any City protocols designed to help prevent the spread of COVID-19. Contractor acknowledges that the need to comply with the Health Order and Health Laws may result in the City canceling performance of any class or meetings of a class referenced in this Agreement. Registration, Enrollment, and Supervision The Contractor 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. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. Injury of a Class Participant In the event of an injury occurring to a participant, the Contractor will notify the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring. Exh. B Insurance for Recreation Contracts Updated Sept. 2019 1 As required by the Agreement, Contractor shall procure prior to commencement of Services and maintain the following insurance for the duration of the Agreement against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location (CG 25 03 or 25 04) or be twice the required occurrence limit. a) It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b) Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c) The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage.  Required if automobile is used to perform work under this contract.  Otherwise, proof of Contractor’s personal auto insurance with limits required by state law suffices. Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract. 3. Workers’ Compensation: As required by the State of California, with Statutory and Employer’s Liability Insurance limits of no less than $1,000,000 per accident for bodily injury or disease.  Required if Contractor has employees.  If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit.  Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Exhibit B Insurance Requirements for Recreation Contracts Exh. B Insurance for Recreation Contracts Updated Sept. 2019 2 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. AB,RD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 02/25/2020 � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Maureen Enos D1ablo Valley Insurance Agency, Inc. NAME: PHONE (925)210-1717 Ir:,� Nol: (925)210-1818 801 Ygnacio Valley Rd, Suite 100 ,1r,. Nn t:v"• Walnut Creek, CA 94596 foMlJ�ss• maureen@diablovalleyinsurance.com License#: 0C26181 NAIC# INSURED Kalgold Technologies, Inc INSURER/SI AFFORDING COVERAGE INSURER A: Philadelnhia lndemnitv Insurance Comnanv INSURER B: Employers Preferred Insurance Co. OBA Little Medical School 10346 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00003389-549210 REVISION NUMBER: 17 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A A A B A TYPE OF INSURANCE _x COMMERCIAL GENERAL LIABILITY LJ CLAIMS-MADE □ OCCUR - - GEN'L AGGREGATE LIMIT APPLIES PER: Fl □PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO � � Owe O\/IMED SCHEDUL ED AUTOS ONLY AUTOS � _x HIRED Jt NON-OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB � OCCUR -X EXCESS LIAB CLAIMS-MADE DED I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EX ECUTIVE □ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Sexual/P Abuse or Molest ADDL SUBR ., .. �� ... ,� y y y y N/A POLICYEFF POLICY EXP POLICY NUMBER IMM/DDIVVVVI IMM/DD/YYYYI 03/01/2020 03/01/2021 03/01/2020 03/01/2021 03/01/2020 03/01/2021 01/01/2020 01/01/2021 03/01/2020 03/01/2021 LIMITS EACH OCCURRENCE DA MAGE TO RENTED PREMISES IEa occurrence\ MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS • COMP/OP AGG ��������tf INGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) rp�?���d��l�AMAGE EACH OCCURRENCE AGGREGATE XI �f�TUTE I I OTH-ER E.L. EACH ACCIDENT $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE · POLICY LIMIT $ Occurrenc Aggregate 1,000.000 EXCLUDED 5 000 1000 000 2 000 000 2 000 000 1 000 000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: City of Cupertino. The City of Cupertino, its City Council, officers, officials, employees, agents, servants,and volunteers are to be coveraged as Additional Insureds on CGL and Auto Liability. Waiver of subrogation applies. Coverage is primary and non contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 10300 Torre Ave. Cupertino, CA 95014 AUTHORIZED� I J /MDE\ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by MOE on February 25, 2020 at 11 :07AM y 18058 agents, servants and volunteers. The City of Cupertino, its City Council, officers, officials,employees, and volunteers. The City of Cupertino, its City Council, officers, officials, employees, agents, servants”                                         Kalgold Technologies Contract Final Audit Report 2020-05-14 Created:2020-05-14 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAApe5LPOuX2W-0dgabT6_f5daZo2yerLzV "Kalgold Technologies Contract" History Document created by Kevin Khuu (KevinK@cupertino.org) 2020-05-14 - 0:26:04 AM GMT- IP address: 73.158.53.147 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2020-05-14 - 0:29:28 AM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2020-05-14 - 5:54:46 PM GMT- IP address: 104.47.45.254 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2020-05-14 - 6:44:39 PM GMT - Time Source: server- IP address: 73.15.64.75 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-05-14 - 6:44:42 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-05-14 - 7:19:48 PM GMT- IP address: 104.47.44.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-05-14 - 7:20:12 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Kevin Khuu (KevinK@cupertino.org), Rachelle Sander (rachelles@cupertino.org), Kirsten Squarcia (kirstens@cupertino.org), and cyrahc@cupertino.org 2020-05-14 - 7:20:12 PM GMT