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16-001 Mallika ThoppayCITY OF a SHORT FORM AGREEMENT CUPERTINO CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA95014 408-777-3200 NO. ------- This Agreement, made and entered into this 22nd day of June, 2016,(the "Effective Date") is by and between the City of Cupertino (hereinafter "City") and Mallika Thoppay (hereinafter "Contractor"), in consideration of their mutual covenants, the parties agree as follows: A. SCOPE OF SERVICES. Contractor shall pro vide or furnish the following specified services and/or materials : Fitness Instruction Services are further described in Exhibit "A". B. TERM. The services and/or materials furnished under this Agreement sha ll commence on July 1, 2016 and shall be completed no later than June 30 , 2017. C. COMPENSATION. For the full performance ofthis Agreement, CITY shall pay Contractor a total amount not to exceed twenty-five hundred dollars ($2500.00). Consisting of the following: $39 per 60 minute class D. EXHIBITS. The following attached exhibits hereby are made part of this Agreement: RlExhibit "A"-Scope of Services DExhibit "B"-Acknowledgement of Mandated Reporting Requirements, Receipt of Training , and Receipt of Penal Code Statutes Exhibits "B" and "C" are for anyone working with minors DExhibit "C"-City of Cupertino, Consultant Declaration GENERAL TERMS AND CONDITIONS 1. Hold Harmless. Contractor shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance , with respect to all services performed in connection with the Agreement, ind emnify, defend , and hold harmless the City and its officers, officials, agents, employees and volunteers 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 person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to , or related to the perfom1ance 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 counsel of City's choice, expert fees and all other costs and fees of litigation. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Se ction survive the co mpletion 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 obligations under this Agreement. Unless prior written consent from City is , obtained, only those people whose names are listed on 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 sha ll maintain the following insurance coverage, with the City as an additional named insured, and pro vide a Certificate of Insurance and Additional Insured Endorsement consistent with the following requirements: (a)\Vorkers' Compensation : Statutory coverage as required by the State of California. (b )Liability: Commercial genera l liability coverage, including sexual abuse and molestation coverage, in the following minimum limits: Bodily Injury: $500,000each occurrence; $1,000,000aggregate -all other Property Damage: $100,000 each occmTence; $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 wi ll be considered equivalent to the required minimum limits shown above. (c)Automotive: Comprehensive automotive liability coverage in the following minimum limits : Bodily Injury : Property Damage: $500,000 each occurrence $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence 5 . Subrogation Waiver. Contractor ag rees 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 tenninate the Agreement by giving Contractor written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provi ded herein. Upon receipt of any notice of termination, Contractor shall immediately discontinue performance. 7. Non-Discrimination . Contractor sha ll not discriminate against a job applicant, employee , City em ployee, 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 understoo d and agreed that this Agreement is not a contract of employment and, at all tin1es, 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. City sha ll have no right of control as to the manner Contractor performs the services to be perfom1ed . Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. Contractor shall comply with all applicable Federal , State, and local laws and ordinances including , but not lin1ited to, unemployment insurance benefits , FICA la ws, 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 permits , lic enses , and certificates including but not limited to a City business license , that may be required in connection with the perfomJance of services under this Agreement. 10. Reports and Records. Each and every report, draft, wo rk 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 connection with this Agreement, shall be th e exclusive property of City. Contractor shall not copyright any Report r equired by this Agreement and shall execute appropriate documents to assign to City the co pyri ght to Reports created pursuant to this Agreement. Any Report, infomJation and data acquired or required by th.is 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. Contractor shall maintain co mplete and accurate records with respect to sales , costs, expenses, rece ipts 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 wit h 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 time s, and gives City the right to ex amine and audit same, and to make transcripts there from as necessary, and to allo w in spection of all work, data , do cuments , proceedings and acti vities related to this Agreement. Such records, together wi th supporting do cuments , shall be kept separate from other docum ents and rec ords and shall be maintained for a peri od of three (3) years after Contractor receives final payment from City for all services required under this agre ement. 11. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: Karen Levy, Recreation and Community Services In witness thereof, the parties have executed this Agreement the day and ye ar first written above. CONTRACTOR: CITY OF CUPERTINO: By:_(-#/-··~~- _________ _ By: __ K_ar_e_n_L_e_vy~-~~------ Title:_~R~e~c~re=a~tJ=· o=n~C~o~o~r=dm=· =at=o~r ___ _ APPROVALS EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT 580-63-620 700-702 $2500.00 EXHIBIT A CONSULTANT SERVICES TO BE PERFORMED The CONSULTANT will provide instruction in, but not limited to, the following programs: Bollywood Aerobics Location and Time of CONSULT ANT Services: Refer to the Recreation Schedule for agreed upon dates , times, and class locations. By Mutual agreement of both parties, class schedule may change. Eligible Participant Minimum and Maximums for CONSULTANT Services: Minimum: 5 Maximum: 20 If less than the required minimum number of participants enroll in and pay for a patiicular class as identified in the schedule before the class is scheduled to start, the City may cancel the particular class and/or temunate this Agreement without additional notice or payment to Consultant. Performance of CONSULTANT Services: City shall have no right of control as to the manner Consultant performs the services to be perfonned. Nev ertheless , City may, at any time, observe the manner in which such services are being perfonned by the consultant. The Consultant shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants m ay not take paii 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 Waiv er of Liability fom1 prior to taking part in the program. Contractors are responsible for supervising minors after cla ss until a parent of legal guardian has anived. In the ev ent of an injury occurring to a participant, the Consultant will notify the City within 1 hour and complete an Incident Report in the fonn approved by the City. The Incident Report must be submitted to the City within 24 hours of the injury occurring.