Loading...
22-005 Amendment #4 dated 8-2-23 Gymnastics Classes and Programs1 FOURTH 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 Fourth 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. On May 16, 2022, City and Contractor agreed to the First Amendment for Gymnastics Classes and Programs. C. On March 16, 2023, City and Contractor agreed to the Second Amendment for Gymnastics Classes and Programs. D. On June 15, 2023, City and Contractor agreed to the Third Amendment for Gymnastics Classes and Programs. E. The Agreement, First Amendment, Second Amendment, and Third Amendment are collectively referred to as the “Agreement” unless otherwise indicated. F. 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 the undersigned parties as follows: 1. Paragraph 3 of the Agreement is modified to read as follows: Term. This contract begins on the Effective Date and ends on 12/31/2026 (“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. 2. Paragraph 4 of the Agreement is modified to read as follows: 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 $817,028.80 (“Contract Price”), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A-4. The maximum compensation includes all costs, expenses, and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped 2 amount. Contractor must submit invoices and the information requirement in Exhibit A-4 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. 3. Exhibit A-3 of the Agreement is replaced with a new Exhibit A-4 attached hereto. 4. 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. 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 John Aguirre Manager Member Aug 1, 2023 Christopher D. Jensen Director of Parks and Recreation Aug 2, 2023 Aug 2, 2023 3 EXPENDITURE DISTRIBUTION Item PO Number Amount Base Amount 2022-348 75,000.00 Amendment 1 2022-348 32,000.00 Amendment 2 2023-80 43,000.00 Amendment 3 24,000.00 Amendment 4 643,028.80 - - 817,028.80 1429656.1 Updated 06/23/21 EXHIBIT A-4 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 $817,028.80. 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. 12/5/2022 Foy Insurance - Amerikids 64 Portsmouth Ave PO Box 1030 Exeter NH 03833-1030 Sports Department (603)772-4781 (603)772-3246 Sports@foyinsurance.com Red Line Gymnastics LLC, DBA: Bay Aerials Gymnastics 4883 Davenport Place Fremont CA 94538 Vantapro Specialty Ins Co 44768 National Union Insurance Co 19445 MASTER GL 2022-2023 A x Additional Insured X X AK-1050-15-GL 12/9/2022 12/9/2023 CG 20 26 04 13 1,000,000 300,000 5,000 1,000,000 3,000,000 1,000,000 Sexual Abuse and Molestation 1,000,000 A x x AK-1050-15-GL 12/9/2022 12/9/2023 1,000,000 B Sports Accident AK-1050-15-SP 12/9/2022 12/9/2023 50,000 (****) Gymnastics: Any Person or Organization including Certificate Holder is additional insured if written signed contract to such exists prior to loss subject to form indicated above in General Liability section. Certificate Holder: City of Cupertino, Its City Council, Board and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants - 10300 Torre Ave Cupertino, CA 95014 City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Michael Foy/ECANDI The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) CG 20 26 04 13 © Insurance Services Office, Inc 2012 Page 1 of 1 POLICY NUMBER: AK-1050-15-GL COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your acts or omissions or the acts or ommissions of those acting on your behalf: 1. In the performance of your ongoing operations or 2. In connection with your premises owned by or rented to you However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law and; 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: 1. Required by the contract or agreement or; 2. Available under the applicable Limits of Insurance shown in Declarations; whichever is less. This Endorsement shall not increase the applicable Limist of Insurance shown on the Declarations. Name of Additional Insured Person(s) Or Organization(s): City of Cupertino, Its City Council, Board and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 10300 Torre Ave Cupertino, CA 95014 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Bay Aerials Gymnastics Doing Business As Additional Named Insureds Other Named Insureds OFAPPINF (02/2007)COPYRIGHT 2007, AMS SERVICES INC Gymnastics Classes and Programs Final Audit Report 2023-08-02 Created:2023-07-25 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAApR2LOhEtCx3gA1-4ogM1M2wh7mzW4yWj "Gymnastics Classes and Programs" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-07-25 - 2:52:18 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-25 - 2:53:35 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-07-25 - 3:18:30 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to john@bayaerials.com for signature 2023-07-25 - 3:18:31 PM GMT Email viewed by john@bayaerials.com 2023-07-25 - 7:07:28 PM GMT- IP address: 69.147.90.126 New document URL requested by john@bayaerials.com 2023-08-01 - 4:09:24 PM GMT- IP address: 73.223.43.35 Email viewed by john@bayaerials.com 2023-08-01 - 4:09:43 PM GMT- IP address: 69.147.90.254 Signer john@bayaerials.com entered name at signing as John Aguirre 2023-08-01 - 4:10:55 PM GMT- IP address: 73.223.43.35 Document e-signed by John Aguirre (john@bayaerials.com) Signature Date: 2023-08-01 - 4:10:57 PM GMT - Time Source: server- IP address: 73.223.43.35 Document emailed to christopherj@cupertino.org for signature 2023-08-01 - 4:10:59 PM GMT Email viewed by christopherj@cupertino.org 2023-08-01 - 4:11:50 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-08-01 - 4:12:06 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-08-01 - 4:12:08 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2023-08-01 - 4:12:09 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2023-08-02 - 2:13:21 PM GMT- IP address: 104.47.73.254 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2023-08-02 - 2:13:52 PM GMT - Time Source: server- IP address: 76.132.29.198 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-08-02 - 2:13:54 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-08-02 - 3:26:07 PM GMT- IP address: 146.75.154.1 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-08-02 - 4:09:56 PM GMT - Time Source: server- IP address: 146.75.154.155 Agreement completed. 2023-08-02 - 4:09:56 PM GMT