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17-001 Anya Kroth
NO. 20i g -Z42. FY 17-18 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ANYA KROTH FOR QIGONG INSTRUCTION THIS AGREEMENT,is by and between CITY OF CUPERTINO,a municipal corporation (hereinafter referred to as"City"),and ANYA KROTH, a QIGONG INSTRUCTOR SOLE PROPRIETORSHIP,whose address is (hereinafter referred to as"Consultant"),and is made with reference to the following: A. SCOPE OF SERVICES. Contractor shall provide or furnish the following specified services and/or materials:TAI CHI INSTRUCTION.Services are further described in Exhibit"A". B. TERM. The term of this Agreement shall commence on 9/16/2017,and shall terminate on 6/30/2018,unless terminated earlier as set forth herein. C. COMPENSATION. Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth below and as described in Exhibit"A"which is attached hereto and incorporated herein by this reference. Compensation shall consist of the following: EIGHTY PERCENT(80%)OF REVENUE GENERATED PER STUDENT PLUS SIXTY PERCENT(60%)OF THE REVENUE FOR DROP IN PASSES.A TWENTY-FIVE($25)DOLLAR ADMINISTRATION FEE WILL BE DEDUCTED FROM THE FIRST PAYMENT.CONSULTANT SHALL PROVIDE ALL TEACHING SUPPLIES SUCH AS,BUT NOT LIMITED TO,DRY ERASE MARKERS,ERASERS,AND HANDOUTS. CONSULTANT PAYS FOR COPY SERVICE AT THE SENIOR CENTER IS$0.10 PER PAGE.The total compensation to the Consultant shall not exceed THREE THOUSAND FIVE HUNDRED DOLLARS ($3,500). D. EXHIBITS. The following attached exhibits hereby are made part of this Agreement: N EXHIBIT A-Scope of Services GENERAL TERMS AND CONDITIONS 1. HOLD HARMLESS: Consultant shall,to the fullest extent allowed by law,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 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 performance of this Agreement by Consultant or Consultant's employees,officers,officials,agents or independent contractors. Such costs and expenses shall include reasonable attorneys'fees of counsel of Citys choice,expert fees and all other costs and fees of litigation. In addition to the obligations set forth above, Consultant shall indemnify,defend, and hold the City,its elected and appointed officers,employees,and volunteers,harmless from and against any Claim in which a violation of intellectual property rights,including but not limited to copyright or patent rights, is alleged that arises out of,pertains to,or relates to Consultant's negligence,recklessness or willful misconduct under this Agreement. 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. 2. SUBCONTRACTING: Consultant has been retained due to their unique skills and Consultant may not substitute FY 2017/2018 i Short Form Agreement less than$5,000 1 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 in this Agreement shall be used in the performance of this Agreement. 3. ASSIGNMENT: Consultant may not assign,transfer, or subcontract this Agreement or any portions thereof, without prior written consent of City. 4. INSURANCE: On or before the commencement of the term of this Agreement,Consultant shall furnish City with certificates showing the type,amount,class of operations covered,effective dates and dates of expiration of insurance coverage in compliance with the paragraphs below. Such certificates,which do not limit Consultant's indemnification,shall also contain substantially the following statement: "Should r any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof,the insurer affording coverage shall provide thirty(30)days'advance written notice to the City of Cupertino by certified mail,Attention:City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: i. Workers'Compensation:Statutory coverage as required by the State of California. ii. Liabili :Commercial general liability coverage,including sexual abuse and F molestation coverage,in the following minimum limits: F 1. Bodily Injury: $500,000 each occurrence $1,000,000 aggregate-all other i 2. Property Damage: $100,000 each occurrence $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. iii. Automotive:Proof of automobile insurance required at the California statutory minimums. 5. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance,Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein,a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 6. TERMINATION OF AGREEMENT: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder,Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the FY 2017/2018 Short Form Agreement less than$5,000 2 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 terminate the Agreement by giving Consultant 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 Consultant as provided herein. Upon receipt of any notice of termination, Consultant 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 CONSULTANT: It is understood and agreed that this Agreement is not a contract of employment and,at all times, Consultant shall be deemed to be an independent Consultant and Consultant 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 shall have no right of control as to the manner Consultant performs the services to be performed. Nevertheless,City may,at any time,observe the manner in which such services are being performed by the Consultant.Consultant 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: Consultant,at his/her sole expense,shall obtain and maintain during the term of this Agreement, all appropriate permits,certificates,and licenses including,but not limited to,a City Business License, that may be required in connection with the performance of services hereunder. 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 connection 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 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. Contractor shall maintain complete and accurate records with respect to sales,costs,expenses, receipts and other such information required by City that relate to the performance of services under this Agreement,in sufficient detail to permit 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 designee's 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 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 final payment from City for all services required under this agreement. i I FY 2017/2018 i Short Form Agreement less than$5,000 3 11. CHANGES: No changes or variations of any kind are authorized without the written consent of the City. 12. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances,rules and regulations enacted or issued by City. Contractor shall obtain a Cupertino Business License and further comply with the City's Minimum Wage Ordinance as set forth in Cupertino Municipal Code Chapter 3.37. 13. AGREEMENT COORDINATOR: The Agreement Coordinator and representative for CITY shall be:JUSTIN CECIL,RECREATION COORDINATOR,Recreation&Community Service Department. FY 2017/2018 Short Form Agreement less than$5,000 4 IN WITNESS,WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT NAME CITY OF CUPERTINO A Municipal Corporation By: ANYA KROTH By: STIN CECIL Title: INSTRUCTOR / Title• RECREATION COORDINATOR Date: r Date: 21 �Zet-7 � r RECOMMENDED FOR APPROVAL: l JEFFERY S.MILKES Title: DIRECTOR,RECREATION COMMUNITY SERVICES APPROVED AS TO FORM: 601,RANDOLPH STEVENSON HOM CITY ATTORNEY ATTEST: t GRACE SCHMIDT q CITY CLERK EXPENDITURE DISTRIBUTION: Account No: 100-62-623-700-702 Amount: $3,500 FY 2017/2018 Short Form Agreement less than$5,000 5 EXHIBIT A CONSULTANT SERVICES TO BE PERFORMED The CONSULTANT will provide QIGONG INSTRUCTION in,but not limited to,the following programs: TAI CHI—QIGONG:ONE—ONE HOUR CLASS PER WEEK I Location and Time of CONSULTANT Services: Refer to the Recreation Schedule dated SEPTEMBER/OCTOBER 2017 (PUBLISHED 8/14/17); NOVEMBERIDECEMBER 2017 (PUBLISHED 10/23/17); JANUARY/FEBRUARY 2018 (PUBLISHED 12/18/17); MARCH/APRIL 2018 (PUBLISHED 2/16/18); MAY/JUNE 2018 (PUBLISHED 4/2018), for agreed upon dates,times,and class locations. By the mutual agreement of both parties,class schedule may change. Eligible Participant Minimum and Maximums for CONSULTANT Services: Minimum: 3 Maximum: 25 If less than the required minimum number of participants 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 particular class and/or terminate this Agreement without additional notice or payment to Consultant. i Performance of CONSULTANT Services: The Consultant shall follow all guidelines pertaining to registration procedures as listed in the quarterly recreation schedule. Participants 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 form prior to taking part in the program. In the event of an injury occurring to a participant,the Consultant will notify 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 City within 24 hours of the injury occurring. FY 2017/2018 Short Form Agreement less than$5,000 6 POLICY CHANGE DOCUMENT POLICY NO: CHANGE # 3 CHANGE EFFECTIVE: 08/01/2017 PHPK1663595-000 Philadelphia Indemnity Insurance Company PRODUCER: Maguire Insurance Agency, Inc. NAMED INSURED: Anya Kroth MAILING ADDRESS POLICY PERIOD: FROM 06/06/2017 TO 06/06/2018 at 12:01 A.M. Standard Time at your mailing address shown above. DESCRIPTION: In consideration of the premium reflected, the policy is amended as indicated below: Added 1 Additional Insured. Total Annual Total Prorate Additional/Return Premium $0.00 Additional/Return Premium $0.00 Total Annual Total Prorate Additional/Return Additional/Return Tax/Surcharge/Fee $0.00 Tax/Surcharge/Fee $0.00 Page 1 of 1 DATE(MM/DD/Yyyy) �►c�o CERTIFICATE OF LIABILITY INSURANCE 08'01'2017 PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Maguire Insurance Agency,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 27101 Puerta Real Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMMEND, EXTEND OR Mission Viejo,CA 92691- ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 877.438.7459 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A:Philadelphia Indemnity Insurance Company 18058 Anya Kroth INSURER B: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERIFICATION MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L I POLICY EFFECTIVE POLICY EXPIRATION LTR INSRD TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) LIMITS A X GENERAL LIABILITY PHPK1663595- 06/06/2017 06/06/2018 EACH OCCURENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY 000 PREMISES fEa occurrence) $100,000 CLAIMS MADE FX OCCUR MED EXP(Any one person) $2,500 X PROFESSIONAL LIABILITY PERSONAL&ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS—COMP/OP AGG $4,000,000 X POLICY PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (EA accident) ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY—EA ACCIDENT ANY AUTO OTHERTHAN EA ACC AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURENCE OCCUR ❑ CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION STATU EMPLOYERS'LIABILITY YN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? u E.L.EACH ACCIDENT (Mandatory in NH) E.L.DISEASE—EA AMPLOYEE If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE—POLICY LIMIT OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS It is understood and agreed that the following entity is added as an additional insured but only with respect(s)to the operations of the named insured except that liability resulting from the additional insured's sole negligence. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE The City of Cupertino,Recreation&Commnity Services THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE 21251 Stevens Creek Blvd CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR Cupertino,CA 95014- LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE o ACORD 25 (2009/01) © 1988-2009 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25(2009/01) i Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent fitness instructor. I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers' compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino's contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers' Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this -Q day of $ e 4— , 2017, at , �� , California. --% ) d7 MINT NAME SIGN URE