16-001 Friends of Vision Literacy (2)CITY OF
fl SHORT FORM AGREEMENT
CUPERTINO
(Less than $5,000)
CITY OF CUPERTINO
10300 TolTe Avenue
Cupertino , CA 95014
408 -777-3200 NO. -------
This Agreement, made and entered into this lST day of APRIL, 2016, (the "Effective Date") is by and
between the City of Cupertino (hereinafter "City") and FRIENDS OF VISION LITERACY
(hereinafter "Contractor"), in consideration of
their mutual covenants , the parties agree as follows:
A SCOPE OF SERVICES . Contractor shall provide or furnish the following specified services and/or
materials : ENGLISH LANGUAGE INSTRUCTION Services are further described in Exhibit "A".
B. TERM. The services and/or materials furni shed under this Agreement shall conm1ence on JULY 1, 2016
and sha ll be completed no later than JUNE 30, 2017 .
C. COMPENSATION. For the full perfonnance of thi s Agreement, CITY shall pay Contractor a total
amount not to exceed FOUR THOUSAND, NINE HUNDRED dollars ($4900). Consisting of the following :
80% OF REVENUE GENERA TED PER SESSION
$25 Armual Administration Fee wi ll be deducted from the first payment. The contractor shall pro vide all teaching
supplies, such as , but not limited to , dry erase markers , erasers, and handouts. Copy service at the senior center is 10
cents a page.
D . EXHIBITS. The following attached exhibits hereby are made part of this Agreement:
X Exhibit "A" -Scope of Services
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor shall , to the fullest ex tent allowed by law and without limitation of the provisions of
this Agreement related to insurance, with respect to all services perfonned in connection with the Agreement,
indemnify, defend , and hold harmless the City and its officers , officials , agents, employees and vo lunteers from and
against any and all liability, claims, actions, causes of action or demands whatsoever against any of them , including
any injury to or death of any perso n or damage to property or other liability of any nature , whether physica l ,
emotional, consequential or otherwise, arising out, pertaining to , or related to the performance of this Agreement by
Contractor or Contractor's employees, 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 liti ga tion. The accep tance of the Services by City shall not operate as a waiver of the ri ght of indemnificatio n .
The provis ions of this Section survive the completion of the Services or tennination 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 obligations under this Agreement. Unless prior written consent from City is
obtained , only those people whose names are li sted this Agreement shall be us ed in the perfom1ance 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, Ins ured Endorsement consistent with the following
requirements:
(a) Workers' Compensation: Statutory coverage as required by the State of California.
(b) Liability: Commercial general liability coverage, without an exclusion for sexual abuse and
moles tation , in the following minimum limits:
Bodily Injury:
Property D amage :
Cit y of Cupertino -Short Fonn Agreement -4120 15
$500 ,000 each occutTence ; $1,000 ,000 agg re gate -all other
$100 ,000 each occuITence ; $2 50 ,000 aggregate
If submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000,000 will be
considered equivalent to the required minimum limits shown above.
(c) Automotive : Comprehensive automotive liability co verage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
5. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to
provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for
recovery. Contractor hereby grants to City , on behalf of any insurer providing comprehensive general and
automotive liability insurance to either Contractor or City with respect to the services 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 perform any of the provisions hereof at
the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this
Agreement. If Contractor fails to cure the default within the time specified 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 may tem1inate the Agreement by giving Contractor written notice thereof, which shall be effective
inunediately. The City Manager shall also ha ve the option, at its sole discretion and without cause, of tenninating
this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon
receipt of any notice of termination , Contractor shall immediately discontinue 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 , sexual orientation 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 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 emplo yee of City. City shall ha ve no right of
control as to the manner Contractor performs the services to be performed. Nevertheless , City may , at any time ,
observe the maimer in which such services are being perfom1ed 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 performance of services under this Agreement.
10. Reports and Records. Each and every rep01i, 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
c01mection with this Agreement, shall be the exclusive property of City . Contractor shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City the copyright to Rep01is
created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall
become the property of City, and all publication rights are reserved to City. Contractor may retain a copy of any
report furnished to the City pursuant to this Agreement.
Contra ctor shall maintain complete and accurate record s with respect to sales , co sts, expenses , re ceipts and other
such information required by City that relate to the performance of services under this Agreement, in sufficient
detail to pennit 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
ri ght to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work,
City of Cupertino -Shon Fann Ag reement -4 20 15
data, documents, proceedings and activities related to this Agreement. Such records, together with supp orting
documents, shall be kept separate from other documents and records and shall be maintained for a period 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 autho rized witho ut the written consent of the City.
CONTRACT CO-ORDINATOR and representati ve for CITY shall be : ALEX CORBALIS , RECREATIO N AND
COMMUNITY SERVICES DEPARTMENT
In witness thereof, the parties have executed this Agreement the day and year first written above.
CONTRACTOR:
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APPROVALS
DEPARTMENT HEAD
CITY ATTO
City of Cupe11ino -Short Fonn Agree ment -4/20 15
DATE
DATE
DATE
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CITY OF C UPERTIN O:
By:~fJ;F-~ .fr_~
Title: N .cr_.Ltif;d;~
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
100-62-623-700-702 $4900
EXHIBIT A
CONSULTANT SERVICES TO BE PERFORMED
The CONSULT ANT will provide insert what the consultant is to do, like "provide youth camps" in,
but not limited to, the following programs:
TWO 2-HOUR ESL CLASSES 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: 3
Maximum: 25
If less than the required minimum number of paiiicipants enroll in and pay for a paiiicular 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 CONSULTANT Services:
City shall hav e no right of control as to the maimer Consultant perfo1111s the services to be perfonned.
Nevertheless , City may, at any time , observe the manner in which such services are being perfom1ed by the
consultant.
The Consultant shall follow all guidelines pe1iaining to registration procedures as listed in the quaiierly
recreation schedule. Paiiicipants 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 fonn p1ior to taking paii in the program. Contractors are responsible for supervising minors after
class until a parent oflegal guardian has arrived.
In the event of an injury occmTing to a participant , the Consultant will notify the City within 1 hour and
complete an Incident Report in the fonn appro v ed by the City. The Incident Report must be submitted to the
City within 24 hours of the injury occurring.
City o fCupe11in o-Sho11 Fom1 Agreement -4 ':WJ 5