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16-001 Sa -ad KongboonCITY OF a CUPERTINO SHORT FORM AGREEMENT CITY OF CUPERTINO 10300 To1re Avenue Cupertino , CA95014 408-777-3200 This Agreement, made and entered into this 13th day of June, 2016 ,(the "Effective Date") is by and between the City of Cupertino (hereinafter "City") and Sa-ad Kong boon (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: Fitness Instruction Services are further described in Exhibit "A". B. TERM. The services and/or materials furnished under this Agreement shall commence on July 1, 2016 and shall be completed no later than June 30, 2017. C. COMPENSATION. For the full perforn1ance of this Agreement, CITY shall pay Contractor a total amount not to exceed five thousand dollars ($5000 .00). Consisting of the following : 70% of resident fees-$5 administration fee per participant plus Yi of drop in fees. D . EXHIBITS. The following attached exhibits hereby are made part of this Agreement: ID Exhibit "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 0 Exhibit "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 perfom1ed in connection with the Agreement, indemnify, defend, and hold hannless 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 othenvise, arising out, pe1iaining to, or related to the perfonnance 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, expe1i 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 Section survive the completion 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 perfornmnce 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: Statuto1y coverage as required by the State of California. (b)Liability: Commercial general liability coverage, including sexual abuse and molestation coverage , in the following minimum limits : Bodily Injmy: $500 ,000each occmrence; $1 ,000 ,000aggregate -all other Prope1iy Damage: $100,000 each occunence; $250,000 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 coverage 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 ofloss due to any of the pe1ils for which it has agreed to provide comprehensive general and automotive li ab ility 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 li abi lity 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 agains t City by virtue of the payment of any loss under suc h insurance. 6. Termination of Agreement. In the event Contractor fails or refuses to perfonn any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the perfomrnnce of this Agreement. If Contractor fai ls to cure the default within the time specified and according to the requirements set fo1ih 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 h ave 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 provided herein. Upon receipt of any notice of termination, Contractor shall imm ediately discontinue perfomrnnce. 7 . Non-Disc ri mi n ation. Contractor sha ll not discriminate against a job applicant, emplo yee, City employee, or a citizen on the basis of race, color, national orig in, 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 emp loyment 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 employee of City. City sha ll have no right of control as to the manner Contractor perfom1s the services to be perfom1ed. Nevertheless, City may, at any time, observe the manner in which such services are being perfom1ed by the contractor. Contractor sha ll comply w ith all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws , and the City business li cense ordinance. 9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain during the term of this Agreement, all appropriate pennits, licenses, and ce1iificates 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 report, 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 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 Reports created pursuant to this Agreement. Any Rep01i, infomrntion 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 r epo rt furnished to the City pursuant to this Agreement. Contractor shall maintain comp lete and accurate records with respect to sales, costs, expenses, receipts and other such infomrntion required by City that relate to the perfonnance of services und er this Agreement, in sufficient detail to pemut an evalu ation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readi ly accessible. Contractor sha ll 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 aud it same, and to make transcripts therefrom as necessary, and to allow in spection of all work, data , documents , proceedings and activities related to tlus Agreement. Such records , together with supporting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Contractor receives fina l payment from City for all services required under this agreement. 11. Changes. No changes or variati ons of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY sha ll be: Karen Levy, Recreation and Community Services In witness thereof, the paiiies have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: By: __ =K=a~re=n~L=e~vv'-'--~~------- Title: Fitness Instructor Title: Recreation Coordinator EXPENDITURE DISTRIBUTION ACCOUNT NUMBER AMOUNT 580-63-620 700-702 $500 0.00 EXHIBIT A CONSULT ANT SERVICES TO BE PERFORMED The CONSULTANT will provide instruction in, but not limited to, the following programs: Vinyasa Yoga Location and Time of CONSULTANT 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 le ss than the required minimum number of pa11icipants enro ll in and pay for a pm1icular class as identified in the schedule before the class is scheduled to sta11, the City may cancel the particular class and/or tenninate this Agreement without additional notice or payment to Consultant. Performance of CONSULTANT Services: City sha ll ha ve no right of control as to the manner Consultant performs the services to be perf01U1ed. Nevertheless, City may, at any time, observe the maimer in which such services are being perfo1111ed by the consultant. The Consultant shall follow all guidelines pe11aining to registration procedures as listed in the qumierly recreation schedule . Participants may not take pm1 in the program unless they are listed on the class roster or can show proof of enrollment. All pm1icipants and volunteers need to complete the City's Waiver of Liability fonn prior to taking pm1 in the program. Contractors are responsible for supervising minors after class until a parent of lega l guardian has aITived. In the event of an injury occuning to a pa11 icipant, the Consultant will notify the City within 1 hour and complete an Incident Repo11 in the fom1 approved by the City. The Incident Repo11 must be submitted to the City within 24 hours of the injury occuning.