22-005 Amendment #1 dated 05-16-20221
FIRST AMENDMENT TO AGREEMENT 22-005 BETWEEN THE
CITY OF CUPERTINO AND RED LINE GYMNASTICS LLC,
DBA: BAY AERIALS GYMNASTICS FOR GYMNASTICS
CLASSES AND PROGRAMS
This First Amendment to Agreement 22-005 between the City of Cupertino and RED LINE
GYMNASTICS LLC, DBA: BAY AERIALS GYMNASTICS is by and between the CITY OF
CUPERTINO, a municipal corporation (hereinafter "City") and RED LINE GYMNASTICS LLC,
DBA: BAY AERIALS GYMNASTICS, a Limited Liability Company (“Contractor”) whose address
is 4883 Davenport Place, Fremont, CA 94538, and is made with reference to the following:
RECITALS:
A. On January 10, 2022, Agreement 22-005 (“Agreement”) was entered into by and
between City and Contractor for Gymnastics Classes and Programs.
B. City and Contractor desire to modify the Agreement on the terms and conditions set
forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as
follows:
1. Paragraph 4 of the Agreement is modified to read as follows:
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 $107,000.00 (“Contract
Price”), based upon the Scope of Services, budget, performance schedule, and rates included in
Exhibit A-1. 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 requirement in Exhibit A-1 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, and
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.
2. Exhibit A of the Agreement is replaced with a new Exhibit A-1 attached hereto.
3. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
2
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
Date
RED LINE GYMNASTICS LLC,
DBA: BAY AERIALS GYMNASTICS
By
Title
Date
EXPENDITURE DISTRIBUTION
Item PO Number Amount
Base Amount 2022-348 75,000.00
Amendment 1 2022-348 32,000.00
- - 107,000.00
1429656.1
john aguirre
Manager Member
May 9, 2022
Christopher D. Jensen
Assistant Director of Parks and Recreation
May 16, 2022
Kirsten Squarcia 5/16/22
Kirsten Squarcia 5/16/22
Updated 06/23/21
EXHIBIT A-1
SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES
The CONTRACTOR will provide Gymnastics Classes and Programs in, but not limited to, the
following:
Sweet Peas Gymnastics Levels 1-5, Girls Gymnastics Beginner and Advanced Beginner, Lil Ninjas 3-5,
Cupertino Ninjas
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, 60% of resident fees.
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 $107,000.00.
Eligible Participant Minimum and Maximums for CONTRACTOR Services:
Minimum: 4
Maximum: 10
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”):
See attached list of employees.
Performance of CONTRACTOR Services:
Updated 06/23/21
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 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.
Gymnastics Classes and Programs
Final Audit Report 2022-05-16
Created:2022-05-09
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA_aEJHDetN2cvpiO8TgPKFwBCI-yrSRqi
"Gymnastics Classes and Programs" History
Document created by City of Cupertino (webmaster@cupertino.org)
2022-05-09 - 11:33:12 PM GMT- IP address: 35.229.54.2
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2022-05-09 - 11:35:39 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2022-05-09 - 11:41:02 PM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to john aguirre (john@bayaerials.com) for signature
2022-05-09 - 11:41:04 PM GMT
Email viewed by john aguirre (john@bayaerials.com)
2022-05-09 - 11:43:38 PM GMT- IP address: 69.147.91.62
Document e-signed by john aguirre (john@bayaerials.com)
Signature Date: 2022-05-09 - 11:47:04 PM GMT - Time Source: server- IP address: 24.4.202.20
Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature
2022-05-09 - 11:47:06 PM GMT
Email viewed by Christopher D. Jensen (christopherj@cupertino.org)
2022-05-09 - 11:47:51 PM GMT- IP address: 104.47.74.126
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2022-05-09 - 11:48:11 PM GMT - Time Source: server- IP address: 136.24.42.212
Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature
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Email viewed by Rachelle Sander (rachelles@cupertino.org)
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Document e-signed by Rachelle Sander (rachelles@cupertino.org)
Signature Date: 2022-05-16 - 9:21:46 PM GMT - Time Source: server- IP address: 73.158.59.6
Document emailed to Kirsten Squarcia 5/16/22 (kirstens@cupertino.org) for signature
2022-05-16 - 9:21:49 PM GMT
Email viewed by Kirsten Squarcia 5/16/22 (kirstens@cupertino.org)
2022-05-16 - 9:36:54 PM GMT- IP address: 104.47.74.126
Document e-signed by Kirsten Squarcia 5/16/22 (kirstens@cupertino.org)
Signature Date: 2022-05-16 - 9:38:12 PM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2022-05-16 - 9:38:12 PM GMT