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16-001 Erika MeirCITY OF a SHORT FORM AGR EEME NT CUPERTINO CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA950l4 408-777 -3200 NO . ------- This Agreement, made and entered into this 24th day of A ug u st, 2016,(the "Effective Date") is by and between the Cit y of Cupertino (hereinafter "City") and Erika 1\-1eir, (hereinafter "Contractor''), in consideration of their mutua l covenants, th e parties ag ree as follows: A. SCOPE O F SERVICES. Contrac tor shall provide or furnish the following specified services and/or materials: Adult Yoga In sm1ctio11 Services are farther described in Exhibit "A". B. TERM . The servic es and/or materials furnished under this Agreement shall commence on September l , 20 16 and shall be completed no lat er than June 30, 2017. C. COMPENSATION. For the full performance of this Agreement, CITY shall pay Contractor a total amount not to exceed five thousand dollars ($5,000 .00). Consisting of the following: 80% of revenue generated per session. A $25 administratio n fee will be. deducted from the fir st payment. D. EXlllBIT S. The following attached exhibits hereby are made part of this Agreement: ~xhibit "A''-Scope of Services DExhib it "B"-Acknowledgement of Mandated Reporting Requirements , Receipt of Training, and Receipt of Penal Code Statutes Exhibits "B" and "C" are for anyone working wit h minors OExh ibit "C"-City of Cupertino, Consu ltant Declaration GENER;\,LTE RMS A ... 1\'D CONDITIONS J. Hold Ha rml ess. Contractor hall , to tbe fullest extent allowed by law and without limitation of th e provisions of this Agreemen t related to insurance, with respect to all services performed in connection with the Agreement, indemnify, 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 th em, including any inju:ry to or death of any person or damage to prope.ity or other li ability of any nat11re , whether physical , emotional, consequentia l or otherwise, arising out, pertaining to, or related to the performance of this Ag reemen t by Contrac tor or Contrac tor's employees, officers, officials, agents or independent contractors. Such costs an d expenses shall include r easo nable atlorneys' fees of counsel of City's choice expe it fees and a ll other cos ts an d fees of litigati on. The accep!ance oftJ1e Services by City shall not operate as a waiver of the right ofindenmification . The provi sions of this Section survive the completion oftbe Services or tem1ination of this Contract. 2. Subcontracting. Contractor has been retained due to their unique ski lls and Contractor may nol sub sti tute another, assign or tr ansfer 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. Ass ignment. Contractor may not assign, tra nsfer, or su bcontract this Agreement or any portions thereof, without prior \VTitten consent of City . 4. Insurance. Contrac tor shall maintain the followiJ1g in surance coverage, v::ith the City as an additional named insu red , an d provide a Certificate of Insurance and Additional In sured Endorsement consistent with the following requirements: (a)Wo rkers ' Compensation : Statuto ry coverage as required by the State ofCalifomia. (b)Liability: Commercial general liability coverage, including sexual abnse and molestation coverage, in the fo ll owing minimum limits: Bodily Injury: $500 ,000each oocu!1"ence; $1,000,000aggregate -all other Property Damage: $100 ,000 eac h occurrence; $250,000 aggregate IfsubmiU.ed, combined si ngle limjt policy with aggregate lim its in the amounts of$1,000,000 will be considered equivalent to the req uired minimum limits shown above. (c)Automotive: Comprehensive automo ti ve liability coverage in the following minimum li mits : Bodily Injury: Property Damage: $500,000 each occurr ence S 100,000 each occurrence or Combined Su1gle Lim it : $500,000 each occurrence 5. Subr oga ti on \Vaiver . Contractor agrees th at in t11e even t of loss due to any of th e perils for whi ch it has agreed to provide comprehensive general and automotive liability in surance, Contractor shall look so lel y to its insurance fo r recovery. Contractor hereby grants to City, on beha lf of any insurer providing compre hens ive ge neral and automotive li abili ty insurance to e ith er Con tractor or City witll respect to the serv ices of Contractor h erein, a wa ive r of any right to subrogation which any such in sur er of said Contractor may acq uire against City by virtue of the payment of any Joss und er such in surance . 6. Ter mination of Agreement. 111 the event Contractor foils or refuses to perfom1 any of the provisions hereof at th e time and in the man ner required hereunder, Con tractor shall be deemed in defau lt in th e performance of this Agreement. T f Contractor fa il s to cur e the default witlun the time spec ifie d and accor ding to the requirements set fo rth in City's written notice of default, and in addition to any other remedy availab le to th e Ci ty by law, the City Manager ma y termin ate !h e Agreement by giving Contractor writien notice thereof. which shall be effect ive immedia tely. The City i'v1anager sJ1all also have th e option, at its sole discretion and witJ10ut cause, of terminating this Agreement by givi ng seyen (7) calendar days' prio r written notice to Contractor as provided here in. Upo n receip t of any no ti ce of termination, Contractor shall immediately di continue performance . 7. Non-Discrimination. Contractor shall no t discriminate again st a job applicant, employee , City employee, or a citize n on lhe ba:-is ofrace, color, nationa J origin, ancestry, re ligion, gender, sexua l orienta ti on or other protected class of such person. 8. Interest of Contractor. lt is understood and agreed th at this Ag reement is not a contract of employm ent and , at all ti mes, Contn1ctor shall be deemed to be an ind epen dent contractor and Contractor is not au thorized to bind the Ci ty to any contracts or other obl igations in executing this Agreement. Contractor certifies that no one who ha . or will have any financial interest under this Ag reement is an officer or employee of City. Ci ty shall have no r ight of control as to the mann er Contractor performs the services to be perfo1111ed. NevenJieJe ss, City may, at any time , observe the manner in which such se rvices are being performe d by the con tr actor. Contractor sha ll comply wit h all applicable Federa l, State, and loca l laws and ord in ances includ ing , but not limited to, unemploymen t insurance benefits , FICA laws, and the City business license ord inance. 9. Permits and Lic enses. Contractor, at his /her own exp ense, sha ll obtain and maintain during th e term of tJ1is Agreeme nt , all appropriate permits, li censes, and cert ificates inc lud ing but not limit ed to a City bu siness li cen se, that 1nay be required in connec ti on with the performance of services under this Agreement. Hl. Reports and Records. Each and every report, draft, work product, map , record and other document , bereinnfter collectively referred to as ''Report", reprodu ced, prepared or caused to be prepared by Contractor pursuant to or in connecti on with this Agreement, shall be the excl usive property of City . Contractor shall not copyright any Report required by this Agreement and sha ll execute appropriate documents to assign to City th e copyright to Reports created pursua nt to th is Agreement. Any Report, information and data acquire d or required by this Agreement sha ll become th e property of Ci ty , and all publication ri ghts are re se r ved to City. Contractor may re ta in a copy of any repo n furnished to the City pursuant to this Agreement. Contractor shall maiJ1taio compl ete and accu rat e records with respect to sales, costs, ex penses, re ceipts and other such infonnatio!l required by City th at relate to the performance of services und er this Agreement, in sufficient detail to per mit an evaluation of services . All such records shal l be main tained in accordance with genera lly accepted acco unting princi ples and sha ll be clearly id entified and readil y accessible. ConLractor shall provide free access to suc h b ooks and re cords to the representatives of City or it s des ign ees at all pro pe r times, an d gives City the right to exam in e and audit same , and to make transc ripts therefrom as necessary, and to aJl ow inspection of all wo rk, data , documents, proceed in gs and ac tiv ities related to this Agreement. Such records, together with supporting documents. shall be kept separ:,!e from oil ier documents and records and shall be maintained for a pdiod of three (3 ) years after Contractor receives final payment from Cii y for all services required under tJ1is agreement. 11. Changes. No changes or variations of any kind are authorized with out the written consent of the City. CONTRI\.CT CO-ORD INA TOR and representative for CITY shall be: Kelsey Hayes, Recreation and Community Services ln witness thereof, the parties have executed this Agreement the day and year fir st written above. CONTRr\CTOR: ---- Title: Adult Yor1 a fnstmctor CITY OF CUPERTINO: By:_---'K'-". =el=s=-ev.:--·::...:H=a-'-vc=s'---------- Titlc: Recreation Coordin a tor EX PENDITURE DISTRIBUTION TE ACCOUNT NUMBER I 100-62-623-700-702 A.l\.10UNT $5000.00 EXHIBIT A CONSULTANT SERVICES TO BE PERFORMED The CONSIBJTANT will provide instruction in, but not limited to, the following programs: Adult Yoga Instruction Location and Time of CONSULTANT Services: Refer to the senior center bi-monthly newsletter for agree d upon da tes, times, and class locations. By 1vfutual agreement of both parties, class sched ule may change. Eligible Participant Mininrnm and JHax.imums for CONSULTANT Services : Minimum: 5 Maximum: 25 Jf less than the required minimum nu mber of patticipants enroll in and pay for a particular c lass as ident ified in the schedule before the class is scheduled to sta11, the City rnay cancel the particular class and/o r terminate this Agreement without additional notice or payment to Consultant. Performanc e of CONSULTANT Sen·ices: City shall have no right of control as to the manner Consultant perfo1111s the services to be performed . Nevertheless, City may, at any time , observe the ma nner in which such serv ices are being perfo1111ed by th e consultant. The Cons ul tant sha ll follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedu1e. Part icipants may not take part in the program unles s they are listed on the class roste r or can show proof of emollment. All panicipants and volunteers need to comptete the City's Waiver of Liability fo nu prior to taking pa1t in the progrnm. Contractors are respons ib le for supervis ing minors after class until a p are nt of legal guardian has arrived . In the event of an injwy occurring to a participant , the Consultant will no ti fy the City within 1 hour and complete an Incident Report in the form approved by the City. The Incident Report must be submitted to the C ity with in 24 hours of the injmy occurri ng .