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18-001 Jennifer Oh CITY OF SERVICES AGREEMENT is ($59000 OR LESS) CUPERTINO 1. Parties. This Agreement("Agreement") is made and entered into as of January 16, 2018 ("Effective Date")by and between the City of Cupertino, a municipal corporation("City") and Jennifer Oh, ("Contractor"), a Sole Proprietorship/Individual . 2. Services. Contractor agrees to provide the programs, classes or activities("Services") set forth in in detail in the Scope of Services, attached and incorporated here as Exhibit A. 3. Time of Performance.This Agreement begins on the Effective Date and ends on -56ry, go IV ("Contract Time"),unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A.Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed$4,000 ("Contract Price"),based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even_ if Contractor's actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows: (check one, delete%ross out others): ❑A lump sum amount of$ which shall not exceed the Contract Price. ❑At the rate of$ per hour for a total not to exceed the Contract Price. ❑✓ Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. 5. Independent Contractor. Contractor is an independent contractor and not an employee,partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 6. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 1 of 6 7. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions,causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement. 8. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 9. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. [✓ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry,national origin, ethnicity, handicap, disability, marital status,pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS)or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. city Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 2 of 6 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 10. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 11. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i.e.,program, class or activity)without giving advance notice or obtaining written approval from City. 12. Governing Law. This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 13. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or written, between the Parties. Any changes to this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 14. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approval. For Contractor:Jennifer Oh For City:Justin Cecil Justin Cecil Name Name Sole Proprietor Recreation Coordiantor Position Position JustinC(&,Cupertino.org 1408.777.3153 Contact Contact City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 3 of 6 15. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 16. Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal or unenforceable, such term/provision shall remain in effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 17.Notices. All notices, demands, requests and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: To Contractor:Jennifer Oh 10300 Torre Ave., Cupertino, CA 95014 6378 Blackwood Dr. Cupertino,CA 95014 Attention:Justin Cecil Attention:Jennifer Oh Email:JustinC@Cupertino.org Email: 18.Validity of Contract. This Agreement is valid and enforceable only if(a) it complies with the contract provisions of Cupertino Municipal Code Sections 3.22 and 3.23, (b)is signed by the City Manager or an authorized designee, and (c)is approved for form by the City Attorney's Office. 19. Execution. Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 4 of 6 IN WITNESS WHEREOF,the Parties have caused the Agreement to be executed as of the Effective Date written above. CONTRACTOR CITY OF CUPERTINO Jennifer Oh A Municipal Corporation By: 12 2I l - B ` 1 Y� Name:Jennifer Oh Name:Christine Hanel Title:Instructor Title:Assistant Director of Recreation Tax I.D. No.: APPROVED AS TO FORM: By: M 0 OLPH STEVENSO& OM Cupertino City Attorney ATTEST: By: GRACE SCHMIDT, City Clerk City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3,2017 Page 5 of 6 Contractor's Affidavit of No Employees State of California County of Santa Clara City of Cupertino I,the undersigned, declare as follows: I am an independent contractor and the owner of 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 day of , 2017, at , California. PRINT NAME SIGNATURE City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 6 of 6 Contractor's Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of 014 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 1 day of-DEIC-EJ-l€5�, 2017, at 0,� California. PRI 11 INAME SIGNAT City Project Nutrition Made Easy Services Agreement($5,000)/Rev. Nov 3, 2017 Page 6 of 6 EXHIBIT A CONSULTANT SERVICES TO BE PERFORMED The CONSULTANT will provide NUTRITION MADE EASY INSTRUCTION in,but not limited to, the following programs: NUTRITION MADE EASY WORK SHOPS:ONE,TWO HOUR WORKSHOP NUTRITION MADE EASY CLASSES:A SERIES OF FOUR,ONE HOUR CLASSES. Compensation: Consultant shall be compensated for services performed pursuant to this Agreement. Compensation shall consist of the following:EIGHTY PERCENT(80%)OF EACH REGISTERED PARTICIPANT.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 AT$0.10 PER PAGE.The total compensation to the Consultant shall not exceed FOUR THOUSAND DOLLARS($4,000). Location and Time of CONSULTANT Services: Refer to the Recreation Schedule dated 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: 4 Maximum: 15 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. 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. EVANSTON INSURANCE COMPANY CERTIFICATE NO.: 636505755266387036 CERTIFICATE OF INSURANCE SPECIAL EVENT LIABILITY PROGRAM PRODUCER PUBLIC ENTITY(ADDITIONAL INSURED) Alliant Insurance Services,Inc.in conjunction with City of Cupertino Apex Insurance Services P.O.Box 6450 Newport Beach,CA 92658 License No:OC 36861 NAMED INSURED(EVENT HOLDER): EVENT INFORMATION: Jennifer Oh TYPE: Health&Fitness(Non Sport) LOCATION: Cupertino Senior Center,21251 Stevens Creek Blvd,Cupertino,CA 95014 *Liquor Liability Yes❑ No "Liquor Liability after 12 am ends before 2 am ❑ This is to certify that the insurance policy listed below has been issued to the above insured named(event holder)for the policy period indicated. The insurance described herein is subject to all the terms,exclusions and conditions of such policy(ies)unless amended as described in Special Conditions. INSURANCE CARRIER:Evanston Insurance Company MASTER POLICY NUMBER: SEP41026 MASTER POLICY DATES: EFFECTIVE: January 01,2018 EXPIRATION: January 01,2019 COMMERCIAL GENERAL LIABILITY General OCCURRENCE FORM DEDUCTIBLE: NONE Aggregate Limit $2,000,000 Products&Completed Operations 1,000,000 SPECIAL CONDITIONS: Personal&Advertising Injury 1,000,000 The following endorsements attached to Each Occurrence Limit 1,000,000 the Master Policy do not apply to this Damage To Premises Rented To You(Any One Premises) 100,000 Certificate Of Insurance: Medical Payments(Any One Person) 5,000 MEGL1643 Liquor Liability (If purchased) 1,000,000 Optional Limits Purchased ❑ $1,000,00053,000,000 ❑ $2,000,00052,000,000 Property Damage(If purchased) No Property Damage Coverage The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event. OTHER ADDITIONAL INSUREDS City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants CANCELLATION: Should the above described policy be cancelled before the expiration date thereof,notice will be delivered in accordance with the policy provisions. AUTHORIZED REPRESENTATIVE: DATE ISSUED: 01/03/2018 POLICY NUMBER: SEP41026 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants For Certificate No.: 636505755266387036 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 GEICO GEICO INDEMNITY COMPANY Washington DC VERIFICATION OF COVERAGE (SEE BELOW UNDER CAUTIONARY NOTE) INSURED Policy Number: Effective Date: 12-17-17 MARC W ARSENAULT Expiration Date:06-17-18 JENNIFER MEEYOUNG OH Registered State: CALIFORNIA To whom it may concern: This letter is to verify that we have issued the policyholder coverage under the above policy number for the dates indicated in the effec- tive and expiration date fields for the vehicle listed. This should serve as proof that the below mentioned vehicle meets or exceeds the financial responsibility requirement for your state. This verification of coverage does not amend,extend or alter the coverage afforded by this policy. Vehicle CQVERAGES LIMITS Lienholder _Additional Insured Interested Party Additional Information: Issued 12121-/2017 If you have any additional questions, please call 1-800-841-3000. CAUTION.ARY'NOTE:THE CURRENT COVERAGES,LLTHTS,.AND DEDUCTIBLES\LAYDIFFER FROAI THE COVERAGES,LIAHTS,AN'D DEDUCTIBLES IN EFFECT AT OTHER MIES DURING THE POLICYPERIOD.THIS Y'ERIFICATION OF COVERAGE REFLECTS THE C OVERAGES,LDHTS.AND DEDUCTIBLES AS OF THE ISSUED DATE OF THIS DOCUATENT 1WHICH IS SHONAN UNDER"ADDITIONAL E,FORALATION"OR IFAN ISSUED DATE IS NOT SHOWN,THE DATE OF THIS FACSIAHLE. U-33 10-07