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10-001 Skyhawks Sports Academy CITY OF \a/ AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue 1.196 Cupertino, CA 95014 17)72-t197 �' �' (408) 777 -3200 NO. CUPERTINO Fiscal Year 2010 -2011 BY THIS AGREEMENT made and entered into on the 27'th day of October, 2009 by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and (1)Skvhawks Sports Academy Address: Hereinafter referred to as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and /or materials: Camps EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A TERMS: The services and /or materials furnished under this Agreement shall commence on July 1, 2010 and shall be completed by June 30, 2011. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: All Five Day Summer Camps, 9AM -1 PM: $94 per participant All Five Day Summer Camps, 9AM -12PM: $91 per participant GENERAL TERMS AND CONDITIONS: Hold Harmless. CONTRACTOR agrees to save and hold harmless the CITY, its officers, agents, and employees from any and all damage and liability of every nature, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. CITY shall not be liable for acts of CONTRACTOR in performing services described herein. Insurance. Should the CITY require evidence of insurability, CONTRACTOR shall file with CITY a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of CITY'S Director of Administrative Services. Non - Discrimination. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relation of master and servant exists between CITY and undersigned. 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. Changes. This Agreement shall not be assigned or transferred without the written consent of the CITY. No changes or variations of any kind are authorized without the written consent of the CITY. CONTRACT COORDINATOR and representative for CITY shall be: E NAME: Jeff Ordway DEPARTMENT: Parks & Recreation This Agreement shall become effective upon its execution by CITY. In witness thereof, the parties have executed this Agreement the day and year first written above. CITY OF -UPERTINO: By: By: , )(- � �� "' Title: PR e5 E' ' Title: Recreation rdinator APPROVALS EXPENDITURE DISTRIBUTION DEPARTME D DATE ACCOUNT NUMBER AMOUNT 0 580 -6449 -7014 $65,000 CITY LERK 3 DAT f � J /a61/6 L /i/ EXHIBIT A 1. The City reserves the right to terminate this Agreement with a 30 -day notice. The contractor may terminate this Agreement with a 30 -day written notice. 2. In the event that the Contractor has employees who will assist in the performance of this Agreement, Contractor shall file with City a Certificate of Worker's Compensation Insurance and for those instructing persons 18 years and younger, provide fingerprint clearance and current TB test. 3. In the event that Tess than the required rninimum number of participant shall request and pay for services prior to the agreed upon time for the commencement of services to be preformed by Contractor, City may cancel and withdraw from this Agreement. 4. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. 5. The 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. 6. The Contractor shall not promote his /her business to participants registered in the City's programs. Revised 9/23/07 ACORp CERTIFICATE OF LIABILITY INSURANCE 02 /03 /20 ' PRODUCER (509)325 -3024 FAX (509)325 -1803 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Moloney, 0' Nei 11 , Corkery & Jones, Inc . (ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 818 W. Riverside, Suite 800 (HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Spokane, WA 99201 Jan Fenton ext. 213 INSURERS AFFORDING COVERAGE NAIC # INSURED Skyhawks Sports Academy, Inc. INSURERA: Philadelphia Indemnity Insurance Company 6311 Mt Spokane Park Dr INS URER B: Markel Insurance Company Suite B INS URER C: Mead, WA 99021 INS URER D: INS URER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN TR NSRQ TYPE OF INSURANCE POLICY NUMBER POLICY (JAM DD/YY) POLICY DATE IMM /DD/YY)N LIMITS GENERAL LIABILITY PHPK522744 02/08/2010 02/08/2011 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 100 000 PRFMISFS (Fa nrrJuenrP) CLAIMS MADE © OCCUR MED EXP (Any one person) $ Excluded A PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 3,000,000 n POLICY n J E n LOC AUTOMOBILE LIABILITY PHPK522744 02/08/2010 02/08/2011 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) A X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS /UMBRELLA LIABILITY PHUB296839 02/08/2010 02/08/2011 EACH OCCURRENCE $ 5,000,000 X I OCCUR n CLAIMS MADE AGGREGATE $ 5,000,000 A $ DEDUCTIBLE $ X RETENTION $ 10,000 $ WORKERS COMPENSATION AND I TORY 1 I I I OFR EMPLOYERS' LIABILITY E.L. EACH ACCIDENT ANY PROPRIETOR/PARTNER/EXECUTIVE $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, describe under _ SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMI f $ E xces s Medical $100 4102AH2838875 02/08/2010 02/08/2011 Aggregate Limit - $250,000 B Deductible Applies Medical Aggregate - $25,000 AD&D Limit - $5,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT 1 SPECIAL PROVISIONS Certificate holder is added as additional insured as respects to general liability arising out of operations of the named insured per insuring form PI -NF' -003 (9/03) attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Cupertino, City of 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn Rachel l e Sander BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 10185 N Stel l i ng Road _ OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Jan Fenton/LEP ACORD 25 (2001108) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) PI -NP -003 (9/03) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated Toss exposures are provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy. Throughout this endorsement the words you and "your refer to the Named Insured shown in the Declarations. The words "we', "us' and "our" refer to the Company providing this insurance. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE The following is a summary of the Limits of Insurance and additional coverage provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. A. Medical Payments - Limit increased to $15,000; B. Supplementary Payments - Bail bonds increased to $2,500/Loss of earnings increased to $500 each day; C. Tenant's Legal Liability - for Fire, Lightning, Explosion, Smoke and Leaks from Sprinklers - Limit increased to $300,000; D. Broadened Definition of Who is An Insured; E. Amended Duties In The Event Of Occurrence, Claim Or Suit F. Broadened definition of Advertising Injury - includes Televised Or Videotaped Publication; G. Amended definition of Bodily Injury to include Mental Anguish; H. Broadened definition of Personal Injury - includes Abuse of Process/discrimination; 1. Amended Unintentional Failure To Disclose Hazards; J. Amended Liberalization Clause K. Added Employee Indemnification Defense Coverage — We will pay up to $25,000 in defense costs for an 'employee" in a criminal proceeding (subject to established criteria); L "Property Damage" - Removed exclusion for 'Property damage" resulting from the use of reasonable force to protect persons or property; M. Added blanket Additional Insured - Funding Source; N. Added blanket Additional Insured - Managers or Lessors of Premises; O. Non -owned Watercraft - coverage length is increased to 58 ft.; Page 1 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -NP -003 (9/03) A. Medical Payments If Medical Payments Coverage (Coverage C.) is not otherwise excluded from this Coverage Part: 1. The Medical Expense Limit is changed subject to all the terms of Limits Of Insurance (Section III) to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. 2. The requirement in the Insuring Agreement of Coverage C., that expenses must be incurred and reported to us within one year" of the accident date is changed to' three years." 3. Exclusion a. of Coverage C. at your option, does not apply to your volunteer workers or any person or organization under your direct supervision and control. B. Supplementary Payments In the Supplementary Payments - Coverages A. and B. provision: 1. The limit for the cost of bail bonds is changed from $250 to $2,500; and 2. The limit for loss of earnings is changed from $250 a day to $500 a day. C. Fire, Lightning, Explosion, Smoke and Leaks from Sprinkler: If damage by fire to premises rented to you is not otherwise excluded from this Coverage Part, the word " fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: 1. The Limits Of Insurance section of the Declarations as the Fire Damage Limit. That limit: a. Is changed subject to all the terms of Limit Of Insurance (Section III) to the greater of: (1.) $300,000; or (2.) The amount shown in the declarations as the Fire Damage Limit. b. Subject to a. above is the most we will pay to all damage proximately caused by the same event, whether such damage resuits from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. 2. The last paragraph of Coverage A. (Section I) after the Exclusions; 3. Paragraph 6. of Limits of Insurance (Section 1I1); 4. Paragraph b.(1)(b) of the Other Insurance Condition (Section IV); and 5. Paragraph a. of the definition of "insured contract' D. Who is An Insured Who is An Insured (Section II) is changed as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Coverage Part. paragraph 4.a is changed to read: a. Coverage under this provision is afforded until the end of the policy period. 2. Each of the following is also an insured: a. At the first Named Insured's option, your volunteer workers; and b. Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient. c. At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled. However, the insurance afforded by b. above is excess over any other insurance covering any person or organization under your direct control or supervision. d. If you are an organization other than a partnership or joint venture, your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. e. Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, the insurance afforded by e. above, for any organization and subsidiary thereof not named in the Declarations as a Named Insured, does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy, or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. Page 2 of 5 Indudes copyright material of the Insurance Services Office, Inc. used with its permission. PI -NP -003 (9/03) E. Duties In The Event Of Occurrence, Claim Or Suit 1. The requirement in condition 2.a. (Conditions, Section IV) that you must see to it that we are notified as soon as practicable of an "occurrence' or an offense, applies only when the "occurrence" or offense is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership; or (c) An executive officer or insurance manager, if you are a corporation. 2. The requirement in condition 2.b. that you must see to it that we receive notice of a claim or "suit" as soon as practicable will not be considered breached unless the breach occurs after such claim or "suit is known to: (a) You, if you are an individual; (b) A partner, if you are a partnership: or (c) An executive officer or insurance manager, if you are a corporation. F. Advertising Injury - Televised Or Videotaped Publication 1. The-definition of "Personal and advertising injury" items 14. (d),(e),(f) and (g) is changed to read: °Personal and Advertising injury" means injury ;arising out of one or more of the following offenses: d. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; f. Missappropriation of advertising ideas or style of doing business; or g. Infringement of copyright, title or slogan. 2. Exclusions a.(2) and a.(3) of Coverage B., Personal And Advertising Injury Liability, are changed to read: a. (2) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; ..., a. (3) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period. G. Bodily Injury - Mental Anguish The definition of "bodily injury" is changed to read: "Bodily Injury": a. Means bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (item a. above) at any time. H. Personal Injury - Abuse Of Process/Discrimination If Personal and Advertising Injury Liability Coverage (Coverage B.) is not otherwise excluded from this Coverage Part: 1. The definition of 'Personal and advertising injury" is changed by: a. Revising item b. of that definition to read: Malicious prosecution or abuse of process: b. Adding the following: "Personal Injury" also means discrimination bared on race, color, religion, sex, age or national origin, except when: (1) Done intentionally by or at the direction of, or with the knowledge or consent of: (a) Any insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; or (2) Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured: or Page 3 of 5 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI- NP-003 (9/03) (3) Directly or indirectly related to the sale, rental, lease or sub -lease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or (4) Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling. The insurance afforded by H.1.b. above does not apply to fines or penalties imposed because of discrimination. I. Unintentional Failure To Disclose Hazards It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. J. Liberalization If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state. K. Employee Indemnification Defense Coverage Under SUPPLEMENTARY PAYMENTS -- COVERAGES A AND B the following is added: 3. We will pay on your behalf defense costs incurred by an "employee" in a criminal proceeding. However, you must have a prior written agreement with such "employee" whereby you agree to indemnify the "employee" for such defense costs and the agreement includes a provision for repayment of defense costs in the event of an adverse judgement. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding is $25,000 regardless of the number of employees, claims or "suits" brought or persons or organizations making claims or bringing "suits." L. Extended "Property Damage" SECTION 1— COVERAGES, COVERAGE A, 2. Exclusions a. is deleted and replaced by the following: a. Expected or Intended Injury "Bodily Injury" or "Property Damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. M. Additional Insured- Funding Source Under SECTION I1- WHO IS AN INSURED the following is addded: 5. Any person or organization with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or cone of while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. N. Additional Insured- Managers or Lessors of Premises Under SECTION II - WHO IS AN INSURED the following is added: 6. Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased to you subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization. O. Non -owned Watercraft SECTION I — COVERAGES, 2.Excluslons, paragraph g. (2) is amended to read as follows: (2) A watercraft you do not own that is: Page 4of5 1 Includes copyright material of the Insurance Services Office, Inc. used with its permission. PI -NP -003 (9/03) (a) Less than 58 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. Page5of5 Includes copyright material of the Insurance Services Office, Inc. used with its permission.