16-001 Tomoko TerryCITY OF
m SHORT FORM AGREEMENT
CUPERTINO
(Less than $5,000)
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino , CA 95014
408-777-3200 NO. -------
This Agreement , made and entered into this 15th da y of APRIL, 2016 , (the "Effecti v e Date") is by and
between the City of Cupertino (hereinafter "City") and TOMOKO TERRY
(hereinafter "Contractor"), in consideration of their mutual covenants , the parties agree as follows:
A. SCOPE OF SERVICES . Contractor shall pro v ide or furnish the following specified services and/or
materials: JAPANESE LANGUAGE INSTRUCTION Services are further described in Exhibit "A".
B . TERlVI. The services and/or materials furni shed under this Agreement sha ll commence on JULY 1, 20 16
and shall be completed no later than JUNE 30 , 2017.
C. COMPENSATION. For the full performance of this Agreement, CITY shall pay Contractor a total
amount not to exceed THIRTY-FIVE HUNDRED dollars ($3500). Consisting of the following: 86% OF
REVENUE PER SESSION
$2 5 Annual Administration Fee will be deducted from the first payment. The contractor sha ll pro vide all teaching
supplies, such as , but not limited to , illy erase markers , erasers , and handouts. Copy service at the se nior center is 10
cents a page .
D. EXHIBITS . The following attached exhibits hereby are made paii of this Agreement:
X Exhibit "A" -Scope of Services
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor sha ll , to the fullest extent allowed by law and without limitation of the pro vis ions of
this Agreement related to insurance, with respect to all services perforn1ed in connection with the Agreement,
indemnify, defend , and hold harnliess the City and its officers, officials , agents , employees and volunteers from and
against any and all liability, claims , actions , ca uses of action or demands whatsoever against any of them , inc luding
any injury to or death of any person or damage to property or other liability of any nature , whether physical ,
emotional , consequential or othenvise, arising out, pertaining to , or related to the perfonnance of this Agreement by
Contractor or Contractor 's emp loyees , officers , officials , agents or independent contractors. Such costs and
expenses shall include reasonable attorneys' fees of co unsel of City's choice, expert fees and all other costs and fees
of li tigation. The acceptance of the Services by City sha ll not operate as a waiver of the right of indemnification .
The pro visions of this Section survive the comp letion of the Services or termination of this Contract.
2. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute
another, assign or transfer any rights or ob li gations under this Agreement. Unless prior written consent from City is
obtained, only those people whose names are listed this Agreement shall be used in the performance of this
Agreement.
3. Assignment. Contractor may not assign, transfer, or subcontract this Agreement or any portions thereof, without
prior written consent of City.
4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an additional named
insured , and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following
requirements :
(a) Workers' Compensation: Statutory coverage as required by the State of California.
(b) Liability: C01mnercial general liability coverage , without an exc lu sion for sexual abuse and
molestation, in the following minimum limits:
Bodily Injury:
Property Damage:
Cit y of Cupertino -Short Fonn Agreement -4/2015
$500 ,000 each occmrence; $1,000 ,000 aggregate -all other
$100 ,000 each occurrence ; $2 50 ,000 aggregate
If submitted, co mbined single limit policy with aggregate limits in the amounts of $1,000 ,000 will be
co nsidered equivalent to the required minimum limits shown above.
(c) Automotive: Comprehensive automoti ve liability coverage in the following minimum limits:
Bodily Injury: $5 00 ,000 each occunence
Property D amage: $100 ,000 each occunence
or
Combined Single Limit: $500 ,000 each occunence
5. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to
prov ide co mprehensive general and automotive liability insurance , Contractor shall look so lely to its insurance for
recovery. Contractor hereby gra nt s to City, on behalf of any insurer providing comprehensive general and
automotive liability insurance to either Contractor or City with re sp ec t to the se rv ice s of Contractor herein , a waiver
of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the
payment of any loss under such insurance.
6. Termination of Agreement. In the event Contractor fails or refuses to perfonn any of th e pro v isions hereof at
the time and in the manner required hereunder, Contractor sha ll be deemed in default in the perfom1ance of this
Agreement. If Contractor fails to cure the default within the time spec ifi ed and according to the requirements set
forth in City's written notice of default , and in addition to any other remedy available to the City by law , the City
Manager ma y terminate the Agreement by giving Contractor written notic e thereof, which shall be effective
immediatel y. The City Manager shall also ha ve the option, at it s so le dis cretion and without cause, of terminating
thi s Agreement by giving seven (7) calendar days' prior written notice to Contractor as pro vid ed herein . Upon
receipt of any noti ce of tem1ination , Contractor shall immediately di sco ntinue performance.
7. Non-Discrimination. Contractor shall not discriminate against a job applicant , employee,
City employee, or a citizen on the basis of race, color, national origin, ancestry, religion, gender,
sexua l 01ientation or other protected class of such person.
8. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of
employment and, at all times, Contractor shall be deemed to be an independent contractor and
Contractor is not autho1ized 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. City shall have no right of control as to
the maimer Contractor perfom1s the services to be perfonned. Neve1iheless, City may, at any
time, observe the maimer in which such services are being perfonned by the contractor.
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.
9. Permits and Licenses. Contractor, at his /her own expense, shall obtain and maintain during
the tenn of this Agreement, all appropriate pennits, licenses , and certificates including but not
limited to a City business license, that may be required in connection with the perfonnance of
services under this Agreement.
10. Reports and Records. Each and every repmi, draft, work product, map , record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be
prepared by Contractor pursuant to or in com1ection with this Agreement, shall be the exclusive
prope1iy of City. Contractor shall not copyright any Report required by this Agreement and shall
execute appropriate documents to assign to City the copyright to Repo1is created pursuant to this
Agreement. Any Report , infonnation and data acquired or required by this Agreement shall
City of Cupenino -Short Fonn Agreement -4/20 15
become the prope1iy of City, and all publication rights are reserved to City. Contractor may
retain a copy of any repo1i furnished to the City pursuant to this Agreement.
Contractor shall maintain complete and accurate records with respect to sales , costs , expenses ,
receipts and other such infonnation required by City that relate to the perfonnance of services
under this Agreement, in sufficient detail to pern1it an evaluation of services. All such records
shall be maintained in accordance with generally accepted accounting principles and shall be
clearly identified and readily accessible. Contractor shall provide free access to such books and
records to the representatives of City or its designees at all proper times , and gives City the right
to examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all work , data, documents , proceedings and activities related to this Agreement.
Such records , together with supp01iing documents , shall be kept separate from other documents
and records and shall be maintained for a pe1iod of three (3) years after Contractor receives final
payment from City for all services required under this agreement.
11. Changes. No changes or variations of any kind are auth01ized without the written consent of
the City.
CONTRACT CO-ORDINATOR and representative for CITY shall be: ALEX CORBALIS ,
RECREATION AND COMMUNITY SERVICES DEPARTMENT
In witness thereof, the paiiies have executed this Agreement the day and year first written above.
CONTRACTOR: CITY OF CUPERTINO:
By: -ramo\42 T&Je-l?f"
Title: :JAfG¥V' D-'.,.R. I h$t~
Tax I.D:.
APPROVALS EXPENDITURE DISTRIBUTION
DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT
100-62-623-700-702 $3500
DATE
DATE
')'-1L-(fo
City of Cupe11i.J10 -Sho11 Fonn Agreement -4/20 15
EXHIBIT A
CONSULTANT SERVICES TO BE PERFORMED
The CONSULTANT will provide JAPANESE LANGUAGE INSTRUCTION in, but not limited to, the
following programs:
ONE CLASS PER WEEK
Location and Time of CONSULTANT Services:
Refer to the SENIOR CENTER NEWSLETTER for agreed upon dates , times , and class locations . By
Mutual agreement of both parties , class schedule may change .
Eligible Participant Minimum and Maximums for CONSULT ANT Services:
Minimum: 8
Maximum: 20
If less than the required minimum number of paiiicipants 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 paiiicular class and /or tenninate
this Agreement without additional notice or payment to Consultant.
Performance of CONSULT ANT Services:
City shall have no iight of control as to the maimer Consultant perfonns the services to be perfonned.
Neve1iheless , City may, at any time , observ e the maimer in which such services are being perfonned by the
consultant.
The Consultant shall follow all guidelines pe1iaining to registration procedures as listed in the quaiierly
recreation schedule. Participants may not take paii in the program unless they are listed on the class roster or
can show proof of enrollment. All pmiicipants and v olunteers need to complete the City's Wai v er of
Liability fonn prior to taking pmi in the program. Contractors are responsible for supervising minors after
class until a parent of legal guardian has anived.
In the event of an injury occmTing to a participant, the Consultant will notify the City within 1 hour and
complete an Incident Repo1i in the fonn approved by the City. The Incident Repmi must be submitted to the
City within 24 hours of the injury occuning.
City of Cupertino -Shon Form Agreement -4 12015