22-001 Savita Adiga Contract___________________________________________________________________________________________________
Recreation Services Agreement/ Rev. June 2021
Page 1 of 7
No. ___________
FY2021 - 2022
RECREATION SERVICES AGREEMENT
1. Parties. This contract is made by and between the City of Cupertino, a municipal
corporation (“City”), and (“Contractor”), a Sole Proprietorship/Individual for Fitness
Instruction 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 06/30/2022 (“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 $2,000.00
(“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
benefits, worker’s compensation or any other benefit. Contractor must have the skills
and qualifications to perform the Services in a competent and professional manner.
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Recreation Services Agreement/ Rev. June 2021
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Contractor will supply all tools, materials, and equipment required to perform the
Services under this Contract. Contractor is responsible for obtaining permits and
licenses required by law and must obtain a City business license, if required by the
Cupertino Municipal Code.
5.2 Contractor is solely responsible for the payment of employment taxes incurred
under this Agreement and any similar federal or state taxes. Contractor and any of
its employees, agents, and subcontractors shall not have any claim under this
Agreement or otherwise against City for seniority, vacation time, vacation pay, sick
leave, personal time off, overtime, health insurance, medical care, hospital care,
insurance benefits, social security, disability, unemployment, workers compensation
or employee benefits of any kind. Contractor shall be solely liable for and obligated
to pay directly all applicable taxes, fees, contributions, or charges applicable to
Contractor’s business including, but not limited to, federal and state income taxes.
City shall have no obligation whatsoever to pay or withhold any taxes or benefits on
behalf of Contractor. Should any court, arbitrator, or administrative authority,
including but not limited to the California Public Employees Retirement System
(PERS), the Internal Revenue Service or the State Employment Development
Division, determine that Contractor, or any of its employees, agents, or
subcontractors, is an employee for any purpose, then Contractor agrees to a
reduction in amounts payable under this Agreement, or to promptly remit to City
any payments due by the City as a result of such determination, so that the City’s
total expenses under this Agreement are not greater than they would have been had
the determination not been made.
6. Proprietary/Confidential Information. To the extent Contractor may have access to
private or confidential information owned or controlled by the City, Contractor agrees to treat it as
confidential and use it solely to perform this Agreement. Contractor must exercise the same standard
of care to protect City information as a reasonably prudent Contractor would use to protect its own
proprietary data.
7. Ownership of Materials. To the extent Contractor prepares written material, drawings,
or data in connection with this contract, City will have the property rights to those materials and all
copyrights, if any, to such work product will, to the extent requested by City, constitute City property
upon completion of the work to be performed hereunder or upon termination of this Agreement.
8. Records. Contractor must maintain complete, accurate, and detailed accounting records
relating to its performance in accordance with generally accepted accounting principles and
procedures. The records must include detailed information about Contractor’s services, benchmarks,
deliverables, and costs/fees, and must be made reasonably available to City. The records and
supporting documents must be kept separate from other files and maintained for four (4) years from
the date of City’s final payment.
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Recreation Services Agreement/ Rev. June 2021
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9. Assignment. This Contract is not assignable. Contractor may not substitute another or
transfer any rights or obligations under this Contract without prior written approval of City. Only those
persons whose names are included in Exhibit A may perform the Services.
10. Publicity and Signs. Any publicity generated by Contractor related to this contract or
the Services during the Contract Time and for one (1) year thereafter must reference City contributions.
The words “City of Cupertino” shall be displayed in all pieces of publicity, including flyers, press
releases, posters, brochures, public service announcements, interviews, and newspaper articles. No
signs may be posted, exhibited, or displayed on or about City property, except signage required by law
or under this Agreement, without prior written approval from City.
11. Indemnification. To the fullest extent allowed by law and except for losses caused by
the sole and active negligence or willful misconduct of City personnel, Contractor agrees to indemnify,
defend, and hold harmless the City, its City Council, boards and commissions, officers, officials,
employees, agents, servants, volunteers, and contractors (collectively, “Indemnitees”), through legal
counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action,
demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related
to litigation, arbitrations, administrative, and regulatory proceedings), of every nature, arising out of
or in any way related to Contractor’s or Contractor’s agents performance of this contract or the Services.
This includes but is not limited to Liability resulting in personal injury, death, property damage, or
economic losses. Contractor must pay any costs City may incur in enforcing this provision and must
accept a tender of defense upon receiving notice from City. Contractor’s payments may be deducted or
offset to cover any money the City lost due to a claim or counterclaim arising out of this Contract. This
Section 11 shall survive termination of the Agreement.
12. Insurance. Contractor shall comply with the insurance requirements in Exhibit B. City
will not execute the Agreement until it has received and approved satisfactory certificates of insurance
and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole
discretion, may purchase insurance and deduct the costs from payments to Contractor, or terminate the
Agreement.
13. Compliance with Laws and Other City Requirements.
Requirements for all Contracts. This contract is subject to local, state and federal laws and
regulations prohibiting discrimination, including Title VII of the Civil Rights Act of 1964, the California
Fair Employment Practices Act, the Americans with Disabilities Act of 1990, and other laws that pertain
to fair employment and anti-discrimination practices. Contractor agrees to provide records and
documentation to the City on request necessary to monitor compliance with this provision.
Contractor must comply with labor laws pertaining to prevailing wages, working hours,
overtime, payroll records, and other requirements imposed by the Department of Industrial Relations.
If Contractor does not have employees, it must sign the Affidavit of No Employees, attached as Exhibit
C. Contractor is responsible for verifying employment eligibility of employees pursuant to the
Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws
and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be
required to file a conflict of interest form for engaging in governmental decisions or serving in a staff
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Recreation Services Agreement/ Rev. June 2021
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capacity, and is hereby advised to review the requirements of California Political Reform Act and the
California Code of Regulations. Services may only be performed by persons who are not employed by
City and who do not have a contractual relationship with City other than this contract. Contractor
agrees to abide by City policies and administrative rules prohibiting gifts to City officials and
employees.
Additional Requirements for Services Provided to Minors. Contractor and its employees who
provide services under this Agreement must comply with these additional requirements:
A. Undergo fingerprints and a criminal background and verify all employees providing
services under this contract have met this requirement.
B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D.
C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with
the protocols, reporting, and training required under California Health and Safety Code
Section 124235, AB 2007, and other laws pertaining to concussion evaluation, removal from
play, and return to play protocols. (Refer to Center for Disease Control & Prevention,
https://www.cdc.gov/headsup/index.html).
D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each
participant is provided with a concussion information sheet, signs and returns the forms to
the City as required by Health and Safety Code Section 124235.
Require coaches and administrators to successfully complete the concussion and head injury
education at least once either online or in person, before supervising a participant.
Contractor shall offer training, educational materials, or both to each Contractor
administrator on a yearly basis. (Training resources are available at the Center for Disease
Control & Prevention (link cited above).
E. If providing instruction, Contractor must acknowledge and comply with all requirements
set forth in the Parks & Recreation Services Instructor Manual.
This contract requires services for children.
14. Coordination of Services. The Parties designate the following persons as Services
Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of
this Agreement. Contractor’s designation and any substitution are subject to City approval.
For City:
Name: Colleen Ferris
Position: Recreation Coordinator
Contact: colleenf@cupertino.org
For Contractor:
Name: Savita Adiga
Position: Fitness Instructor
Contact: savi_adiga@yahoo.com
15. Abandonment. City may abandon or postpone the Activity or Program and will notify
Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the
date of abandonment upon submission of final invoices approved by City.
16. Termination. City may terminate this contract for cause or without cause at any time
and will notify Contractor as soon as possible. Contractor will be paid for satisfactory services rendered
through the date of termination upon submission of final invoices approved by City.
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Recreation Services Agreement/ Rev. June 2021
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17. Governing Law, Venue, and Dispute Resolution. This contract is governed by the laws
of the State of California. Any legal actions or proceedings filed against City in connection with this
contract must comply with the government claims filing requirements and must be filed with the
Superior Court for the County of Santa Clara, State of California. At City’s request, Contractor is
required to continue to provide Services pending resolution of any dispute. If the Parties elect
arbitration, the arbitrator’s award must be supported by law and substantial evidence and include
detailed written findings of law and fact.
18. Attorney Fees. If City is required to pursue litigation, arbitration or other administrative
or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will
be entitled to reasonable attorney fees and costs. This Section 18 survives this Agreement.
19. Third Party Beneficiaries. There are no third party beneficiaries under this Contract.
20. Waiver. Neither acceptance of Services nor payment thereof constitutes a waiver of any
contract provision. City waiver of a breach shall not constitute waiver of another term, provision,
covenant, or condition, or a subsequent breach, whether the same or a different character.
21. Entire Agreement. This Agreement and all referenced Exhibits are hereby attached and
incorporated into the Agreement by this reference and represent the full and complete understanding
as to those matters contained herein, and supersede any other contract or understanding, either oral or
written, between the Parties. This Agreement may not be modified or amended except in writing signed
by both Parties. If there is any inconsistency between any term, clause, or provision of the main contract
and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main contract
shall prevail and be controlling.
22. Inserted Provisions. Each provision or clause required by law or this contract is deemed
to be included and will be inferred herein. Either party may request an amendment to cure any
mistaken insertion or omission of a required provision.
23. Headings. The headings are for convenience only and are not a part of the contract or
intended to affect, limit, or amplify the terms or provisions of this Agreement.
24. Severability/Partial Invalidity. If any contract term or provision, or their application to
a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or
provision shall remain in force and effect to the extent allowed by such ruling. All other contract terms
and provisions and their application to specific situations will remain in full force and effect.
25. Survival. All provisions which by their nature must continue after the Agreement ends,
including without limitation Indemnification, Insurance, Ownership of Materials, Records, Governing
Law, and Attorney Fees, will survive the expiration or termination of this Agreement.
26. Notices. All notices and instruments pertaining to material provisions of this contract or
significant disputes which are required by law or under this contract to be in writing must be sent to
the persons listed below. The notices will be deemed effective on the date of personal delivery or the
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Recreation Services Agreement/ Rev. June 2021
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date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit
in the United States Mail, postage prepaid, registered or certified, or the next business day following
electronic submission.
To City of Cupertino:
Office of the City Manager
10300 Torre Ave., Cupertino, CA 95014
Cc: Representative/Coordinator: Colleen Ferris
Email: colleenf@cupertino.org
To Contractor: SAVITA ADIGA
1089 HUNTERSTON PLACE,
CUPERTINO, CA 95014
Cc: Representative/Coordinator: Savita Adiga
Email: savi_adiga@yahoo.com
27. Execution. The person executing this contract on behalf of Contractor represents and
warrants that Contractor has full right, power, and authority to execute this contract and to carry out
all actions and services required. This contract constitutes a legally binding obligation of Contractor,
and may be executed in counterparts, each one of which is deemed an original and all of which, taken
together, constitute a single binding instrument.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
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Recreation Services Agreement/ Rev. June 2021
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IN WITNESS WHEREOF, the parties have caused this contract to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
CONTRACTOR
By
Name
Title
Date
Tax I.D. No.: Refer to W9
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Savita Adiga
Certified Bombay Jam Instructor
Jan 28, 2022
Christopher D. Jensen
Rachelle Sander
Rachelle Sander
Assistant Director of Parks and Recreation
Jan 28, 2022
Jan 28, 2022
Updated 06/23/21
EXHIBIT A
SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES
The CONTRACTOR will provide Fitness Instruction in, but not limited to, the following:
Bombay Jam
Location and Time of CONTRACTOR Services:
Refer to the City’s Publications 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, $37/class.
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 $2,000.00.
Eligible Participant Minimum and Maximums for CONTRACTOR Services:
Minimum: 15
Maximum: 50
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”):
Self
Performance of CONTRACTOR Services:
Class Cancellation
Updated 06/23/21
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 any restrictions on travel or social distancing or other
requirements set forth in any health order issued by any local, state, or federal authority, 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 all applicable
Health Laws when preforming work under this Agreement. If this Agreement specifies work that
cannot be performed in compliance with the 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 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.
Updated 06/23/21
EXHIBIT C
AFFIDAVIT OF NO EMPLOYEES
State of California
County of Santa Clara
City of Cupertino
I, the undersigned, declare as follows:
I am an independent contractor and the owner of SAVITA ADIGA.
I wish to enter into a services contract with the City of Cupertino. I am fully aware of the
provisions of section 3700 of the California Labor Code, which requires every employer to
provide Workers' Compensation coverage for employees in accordance with the provisions
of that Code. I am also aware that I must provide proof of workers’ compensation insurance
to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the
City of Cupertino’s contract.
I hereby certify that I do not have any employees nor will I have any employees working for
me or my business during the term of any service contract with the City of Cupertino. I am
not required to have Workers’ Compensation insurance.
I declare under penalty of perjury under the laws of the State of California that the foregoing
is true and correct.
Executed on this ____day of ____________, 2022, at , California.
______________________________
PRINT NAME
______________________________
SIGNATURE
January Cupertino28
Savita Adiga
Updated 6/23/21
EXHIBIT D
Contractor’s Mandated Reporter Declaration
The undersigned does hereby certify that:
1. I am a representative of SAVITA ADIGA; that I am familiar with the facts herein and am
authorized and qualified to execute this declaration.
2. I declare that SAVITA ADIGA has complied with fingerprinting and criminal background
investigation requirements with respect to all Contractor’s employees who may have contact with
minors in the course of providing services pursuant to the Agreement, and the California Department
of Justice has determined that none of those employees has been convicted of a felony, as that term is
defined in California Penal Code Section 11105.3.
3. I declare that each coach and administrator shall be required to successfully complete
concussion and head injury education at least once, either online or in person, before supervising a
participant, as required by California Health and Safety Code Section 124235, et seq.
4. On a yearly basis, all participants shall be required to sign and return a concussion and head
injury information sheet in compliance with California Health and Safety Code Section 124235, which
may be in the form attached as D-1.
5. That a complete and accurate list of Contractor’s employees, who may come in contact with
minors during the course and scope of the Agreement, are included below.
6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and
have current documentation on file with Contractor.
7. All of the below mentioned employees have received training and understand their
responsibilities under the Mandated Reporter laws of this state and are willing and able to comply.
List of all Contractor Employees working for the City (if no Employees, identify “self”):
Self
8. The Contractor will notify the City of Cupertino in writing of any new employees and will be
added to the above list prior to beginning work at the City of Cupertino.
I declare under penalty of perjury that the foregoing is true and correct.
CONTRACTOR
By
Name
Title
Date
1386923.1
Savita Adiga
Certified Bombay Jam Instructor
Jan 28, 2022
Savita Adiga Contract FY 2021-2022
Final Audit Report 2022-01-28
Created:2022-01-20
By:Kevin Khuu (KevinK@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAAzxUo__WcfHypuh0-woKnwQR_kwiq_1r
"Savita Adiga Contract FY 2021-2022" History
Document created by Kevin Khuu (KevinK@cupertino.org)
2022-01-20 - 0:04:36 AM GMT- IP address: 73.202.165.202
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2022-01-20 - 0:08:58 AM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2022-01-20 - 0:51:19 AM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to Savita Adiga ( for signature
2022-01-20 - 0:51:21 AM GMT
Email viewed by Savita Adiga (
2022-01-20 - 1:15:56 AM GMT- IP address: 75.4.201.111
Email viewed by Savita Adiga (
2022-01-28 - 4:51:56 PM GMT- IP address: 69.147.90.126
Document e-signed by Savita Adiga (
Signature Date: 2022-01-28 - 4:56:06 PM GMT - Time Source: server- IP address: 165.225.243.11
Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature
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Email viewed by Christopher D. Jensen (christopherj@cupertino.org)
2022-01-28 - 5:22:43 PM GMT- IP address: 104.47.45.254
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2022-01-28 - 5:23:09 PM GMT - Time Source: server- IP address: 136.24.42.212
Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature
2022-01-28 - 5:23:11 PM GMT
Email viewed by Rachelle Sander (rachelles@cupertino.org)
2022-01-28 - 5:28:49 PM GMT- IP address: 104.47.73.126
Document e-signed by Rachelle Sander (rachelles@cupertino.org)
Signature Date: 2022-01-28 - 5:29:29 PM GMT - Time Source: server- IP address: 73.158.59.6
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
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Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2022-01-28 - 6:32:18 PM GMT - Time Source: server- IP address: 162.245.20.145
Agreement completed.
2022-01-28 - 6:32:18 PM GMT