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20-001 Madhurani Marathe___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 1 of 7 No. ___________ FY2020-2023 RECREATION SERVICES AGREEMENT 1. Parties. This contract is made by and between the City of Cupertino, a municipal corporation (“City”), and MADHURANI MARATHE (“Contractor”), a SOLE PROPRIETOR for MATH PROGRAMS FOR YOUTH/TEENS and is effective on the last date signed below (“Effective Date”). 2. Services. Contractor agrees to provide the Services included in the Scope of Work and in accordance with the Schedule of Performance attached in Exhibit A. 3. Term. This contract begins on the Effective Date and ends on 6/30/2023 (“Contract Time”), unless extended or terminated as provided herein. Time is of the essence and Contractor must have sufficient time, resources, and qualified staff to deliver the Services as required. Contractor must promptly notify City of any actual or potential delays to afford the Parties adequate opportunity to address or mitigate such delays. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based upon actual costs but that will be capped so as not to exceed $7,000 for FY20- 21, $7,000 for FY21-22, and $7,000 for FY22-23. (“Contract Price”), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, expenses, and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. Contractor must submit invoices and the information required in Exhibit A in order to receive payment. City will compensate Contractor within thirty (30) days after approval of written invoices. Invoices are subject to review and audit by City during regular business hours upon 24 hours’ notice. Contractor must maintain complete and accurate records of payrolls, expenditures, disbursements and other cost items charged to City or establishing the basis for an invoice, for a minimum of four (4) years from the date of the final payment. 5. Independent Contractor. 5.1 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. No civil service status or other right of employment will be acquired by virtue of Contractor’s performance of the Services. Contractor is not entitled to City’s health benefits, worker’s compensation or any other benefit. Contractor must have the skills ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 2 of 7 and qualifications to perform the Services in a competent and professional manner. Contractor will supply all tools, materials, and equipment required to perform the Services under this Contract. Contractor is responsible for obtaining permits and licenses required by law and must obtain a City business license, if required by the Cupertino Municipal Code. 5.2 Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. Proprietary/Confidential Information. To the extent Contractor may have access to private or confidential information owned or controlled by the City, Contractor agrees to treat it as confidential and use it solely to perform this Agreement. Contractor must exercise the same standard of care to protect City information as a reasonably prudent Contractor would use to protect its own proprietary data. 7. Ownership of Materials. To the extent Contractor prepares written material, drawings, or data in connection with this contract, City will have the property rights to those materials and all copyrights, if any, to such work product will, to the extent requested by City, constitute City property upon completion of the work to be performed hereunder or upon termination of this Agreement. 8. Records. Contractor must maintain complete, accurate, and detailed accounting records relating to its performance in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Contractor’s services, benchmarks, deliverables, and costs/fees, and must be made reasonably available to City. The records and supporting documents must be kept separate from other files and maintained for four (4) years from the date of City’s final payment. ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 3 of 7 9. Assignment. This Contract is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Contract without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 10. Publicity and Signs. Any publicity generated by Contractor related to this contract or the Services during the Contract Time and for one (1) year thereafter must reference City contributions. The words “City of Cupertino” shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles. No signs may be posted, exhibited, or displayed on or about City property, except signage required by law or under this Agreement, without prior written approval from City. 11. 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 agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and contractors (collectively, “Indemnitees”), through legal counsel acceptable to City, from and against any liability for damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation, arbitrations, administrative, and regulatory proceedings), of every nature, arising out of or in any way related to Contractor’s or Contractor’s agents performance of this contract or the Services. This includes but is not limited to Liability resulting in personal injury, death, property damage, or economic losses. 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 Contract. This Section 11 shall survive termination of the Agreement. 12. Insurance. Contractor shall comply with the insurance requirements in Exhibit B. City will not execute the Agreement until it has received and approved satisfactory certificates of insurance and endorsements evidencing the type, amount, and dates of coverage. Alternatively, City in its sole discretion, may purchase insurance and deduct the costs from payments to Contractor, or terminate the Agreement. 13. Compliance with Laws and Other City Requirements. Requirements for all Contracts. This contract is subject to local, state and federal laws and regulations prohibiting discrimination, including Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, and other laws that pertain to fair employment and anti-discrimination practices. Contractor must comply with labor laws pertaining to prevailing wages, working hours, overtime, payroll records, and other requirements imposed by the Department of Industrial Relations. If Contractor does not have employees, it must sign the Affidavit of No Employees, attached as Exhibit C. Consultant is responsible for verifying employment eligibility of employees pursuant to the Immigration Reform and Control Act of 1986. Contractor must comply with conflict of interest laws and regulations applicable to this Agreement and avoid conflicts of interest. Contractor may be required to file a conflict of interest form for engaging in governmental decisions or serving in a staff capacity, and is hereby advised to review the requirements of California Political Reform Act and the California Code of Regulations. Services may only be ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 4 of 7 performed by persons who are not employed by City and who do not have a contractual relationship with City other than this contract. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. Additional Requirements for Services Provided to Minors. Contractor and its employees who provide services under this Agreement must comply with these additional requirements: A. Undergo fingerprints and a criminal background and verify all employees providing services under this contract have met this requirement. B. Complete a Tuberculosis screening test as required by law and as set forth in Exhibit D. C. Comply with the Mandatory Reporting under California Penal Code 11164-11174.3 and with the protocols, reporting, and training required under California Health and Safety Code Section 124235, AB 2007, and other laws pertaining to concussion evaluation, removal from play, and return to play protocols. (Refer to Center for Disease Control & Prevention, https://www.cdc.gov/headsup/index.html). D. Submit required forms and acknowledgments included in Exhibit D, and ensure its each participant is provided with a concussion information sheet, signs and returns the forms to the City as required by Health and Safety Code Section 124235. Require coaches and administrators to successfully complete the concussion and head injury education at least once either online or in person, before supervising a participant. Contractor shall offer training, educational materials, or both to each Contractor administrator on a yearly basis. (Training resources are available at the Center for Disease Control & Prevention (link cited above). E. If providing instruction, Contractor must acknowledge and comply with all requirements set forth in the Parks & Recreation Services Instructor Manual. Check one (if applicable):  This contract requires services for children.  This contract currently does not require services for children. If in the future, services for children are required, the contract will require a ‘written amendment’ to include the appropriate insurance coverages as required in ‘Exhibit B – Insurance Requirements for Recreation Contracts’, proof of finger printing and additional requirements under Paragraph 13. The contract amendment will also require the approval of the Director of Parks & Recreation and City Attorney. 14. Coordination of Services. The Parties designate the following persons as Services Coordinators with the responsibility to oversee the delivery of Services in accordance with the terms of this Agreement. Contractor’s designation and any substitution are subject to City approval. For City: Name: Marilu Mejia Position: Recreation Coordinator Contact: MariluM@cupertino.org For Contractor: Name: Madhurani Marathe Position: Instructor Contact: ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 5 of 7 15. Abandonment. City may abandon or postpone the Activity or Program and will notify Contractor as soon as possible. Contractor will be paid for satisfactory Services rendered through the date of abandonment upon submission of final invoices approved by City. 16. Termination. City may terminate this contract for cause or without cause at any time and will notify Contractor as soon as possible. Contractor will be paid for satisfactory services rendered through the date of termination upon submission of final invoices approved by City. 17. Governing Law, Venue, and Dispute Resolution. This contract is governed by the laws of the State of California. Any legal actions or proceedings filed against City in connection with this contract must comply with the government claims filing requirements and must be filed with the Superior Court for the County of Santa Clara, State of California. At City’s request, Contractor is required to continue to provide Services pending resolution of any 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. 18. Attorney Fees. If City is required to pursue litigation, arbitration or other administrative or regulatory proceeding to enforce its rights or the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section 18 survives this Agreement. 19. Third Party Beneficiaries. There are no third party beneficiaries under this Contract. 20. Waiver. Neither acceptance of Services nor payment thereof constitutes a waiver of any contract provision. City waiver of a breach shall not constitute waiver of another term, provision, covenant, or condition, or a subsequent breach, whether the same or a different character. 21. Entire Agreement. This Agreement and all referenced Exhibits are hereby attached and incorporated into the Agreement by this reference and represent the full and complete understanding as to those matters contained herein, and supersede any other contract or understanding, either oral or written, between the Parties. This Agreement may not be modified or amended except in writing signed by both Parties. If there is any inconsistency between any term, clause, or provision of the main contract and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main contract shall prevail and be controlling. 22. Inserted Provisions. Each provision or clause required by law or this contract is deemed to be included and will be inferred herein. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. Headings. The headings are for convenience only and are not a part of the contract or intended to affect, limit, or amplify the terms or provisions of this Agreement. 24. Severability/Partial Invalidity. If any contract term or provision, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other contract terms and provisions and their application to specific situations will remain in full force and effect. ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 6 of 7 25.Survival. All provisions which by their nature must continue after the Agreement ends, including without limitation Indemnification, Insurance, Ownership of Materials, Records, Governing Law, and Attorney Fees, will survive the expiration or termination of this Agreement. 26.Notices. All notices and instruments pertaining to material provisions of this contract or significant disputes which are required by law or under this contract to be in writing must be sent to the persons listed below. The notices will be deemed effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission. To City of Cupertino: Office of the City Manager 10300 Torre Ave., Cupertino, CA 95014 Cc: Representative/Coordinator: Marilu Mejia Email: MariluM@cupertino.org To Contractor: Cc: Representative/Coordinator: Madhurani Marathe Email: 27.Validity of Contract. This contract is valid and enforceable only if it complies with the provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney’s Office. 28. Execution. The person executing this contract on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to execute this contract and to carry out all actions and services required. This contract constitutes a legally binding obligation of Contractor, and may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused this contract to be executed. CONTRACTOR MADHURANI MARATHE By ________________________ Name ______________________ Title ______________________ Date _______________________ Tax I.D. No.: Refer to W9 CITY OF CUPERTINO A Municipal Corporation By ________________________ Name ______________________ Title ______________________ Date _______________________ Madhurani Marathe Math instructor 6/18/2020 mamarathe Rec Supervisor Rachelle Sander Jun 24, 2020 ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 7 of 7 APPROVED AS TO FORM: _____________________________ HEATHER M. MINNER Cupertino City Attorney ATTEST: _____________________________ KIRSTEN SQUARCIA City Clerk Date ______________________ Contract/Encumbered Amount: $7,000 for FY20-21, $7,000 for FY21-22, and $7,000 for FY22-23. Account No.: 580-62-613-700-702 Heather M. Minner Jun 24, 2020 Updated 4/15/20 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide MATH PROGRAMS FOR YOUTH/TEENS in, but not limited to, the following: SPEED MATH, AMC 8 MATH Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated SUMMER 2020 – SUMMER 2023 for agreed upon dates, times, and locations of a class, camp, activity, program, or service (“class”). The City, at its sole discretion, may change the agreed dates, times and locations of a class, or may cancel a class. Compensation for CONTRACTOR Services: Contractor shall be compensated for services performed pursuant to this Agreement. For a class taught in person, 70% of resident fee per participant, based on final roster, minus $10 administrative fee per participant. City and Contractor may mutually agree for Contractor to teach a class online rather than in person, provided that City and Contractor reach agreement for compensation for that online class. Compensation for that online class shall be specified in writing in a separate side agreement before online instruction for a class begins. The total compensation to the Contractor shall not exceed $7,000 FOR FY20-21, $7,000 FOR FY21-22, AND $7,000 FOR FY22-23. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 4 Maximum: 16 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 Contractor. List of all Contractor Employees working for the City of Cupertino (if no Employees, identify “self”): Contractor 1 Contractor 2 Contractor 3 Contractor 4 Contractor 5 Contractor 6 Contractor 7 Contractor 8 Contractor 9 Contractor 10 Contractor 11 Contractor 12 Self Updated 4/15/20 Contractor 13 Contractor 14 Contractor 15 Contractor 16 Contractor 17 Contractor 18 Contractor 19 Contractor 20 Performance of CONTRACTOR Services Class Cancellation Contractor will only receive compensation for a class that is performed. If performance of a class is cancelled by the City or Contractor before instruction begins, Contactor will not receive compensation for the class. If the City or Contractor cancels performance of certain meetings of a class, Contractor will only receive compensation for those meetings of the class that are performed. In the case Contractor unilaterally cancels performance of a class without City approval, City reserves the right to immediately and without notice cancel the remainder of classes offered and or performed by Contractor. COVID-19 Health Order Compliance Contractor acknowledges that its duty to comply with Laws, as stated in Section 13 of the Agreement, includes compliance by Contractor with the restrictions on travel and the Social Distancing Requirements set forth in Section 13.k of the health order issued by the County of Santa Clara Public Health Department on March 31, 2020, in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws or policies that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). Contractor shall comply with these restrictions on travel and Social Distancing Requirements when preforming work under this Agreement. If this Agreement specifies work that cannot be performed in compliance with the Health Order or Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. Contractor shall likewise comply with any City protocols designed to help prevent the spread of COVID-19. Contractor acknowledges that the need to comply with the Health Order and Health Laws may result in the City canceling performance of any class or meetings of a class referenced in this Agreement. Registration, Enrollment, and Supervision The Contractor 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. If applicable, contractors who are responsible for supervising minors must remain with the class until a parent of legal guardian has arrived and all minors are released to them. Injury of a Class Participant In the event of an injury occurring to a participant, the Contractor 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. Exh. B Insurance for Recreation Contracts Updated May 2020 1 As required by the Agreement, Contractor shall procure prior to commencement of Services and maintain the following insurance for the duration of the Agreement against claims arising from or in connection with Contractor, its agents, representatives, employees or subcontractors Services under this Agreement. Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/location (CG 25 03 or 25 04) or be twice the required occurrence limit. a) It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b) Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c) The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. law 2. Automobile Liability (select one):  ISO CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Required if automobile is used to perform work under this contract.)  Proof of Contractor’s personal auto insurance with limits required by state law. (Contractor shall not transport or use its personal vehicle to transport participants or perform work under this contract.)  Automobile insurance is waived. (Contractor shall never use a vehicle while working under this contract, other than to commute to and from the work site. Contractor shall not use a vehicle to travel between City sites, between classes, etc.) 3. Workers’ Compensation: As required by the State of California, with Statutory and Employer’s Liability Insurance limits of no less than $1,000,000 per accident for bodily injury or disease.  Required if Contractor has employees.  If no employees, Contractor must sign Affidavit of No Employees. 4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit.  Required if Contract involves services to children. Insurance coverage required may be satisfied by a combination of Primary and Excess/Umbrella insurance. Exhibit B Insurance Requirements for Recreation Contracts Exh. B Insurance for Recreation Contracts Updated May 2020 2 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverages based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 1223215.2 Policy NumberPolicy Period Effective Date Expiration DateAutomatic Renewal policy period 12 months - If the is shown as , this policy will be renewed automatically subject to the premiums, rules and forms in effect for each succeeding policy period. If this policy is terminated, we will give you and the Mortgagee/Lienholder written notice in compliance with the policy provisions or as required by law. 530-686 a.2 05-31-2011 (o1f3231c) AMENDED SEP 19 2019STATE FARM GENERAL INSURANCE COMPANY A STOCK COMPANY WITH HOME OFFICES IN BLOOMINGTON, ILLINOIS Po Box 853925Richardson, TX 75085-3925 DECLARATIONS M-02-3797-FB0C F N ____ ____ ____ ____ ____ I 90000278N312302Named Insured MARATHE, MADHURANI Agent and Mailing Address MIKE MYERS 250 E HAMILTON AVE STE B CAMPBELL CA 95008-0231 PHONE: (408) 412-8585 12 Months SEP 24 2019 SEP 24 2020The policy period begins and ends at 12:01 am standardtime at the premises location. Businessowners Policy Entity:Individual Reason for Declarations:Your policy is amended SEP 19 2019 ADDL INSURED INFORMATION CHANGED PREMIUM ADJUSTMENT FORM CMP-4786.1 CHANGED Other items shown are effective with the policy's 2019 renewal Endorsement Premium None Discounts Applied: Renewal Year Years in Business Claim Record SEP 24 2019 CMP-4000 Continued on Reverse Side of Page Page 1 of 6 N 2 90001936 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019000338 3123 ST-0106-0000 DECLARATIONS (CONTINUED) Policy Number Businessowners Policy for MARATHE, MADHURANI SECTION I - PROPERTY SCHEDULE Location Number Location of Described Premises Limit of Insurance* Coverage A - Buildings Limit of Insurance* Coverage B - Business Personal Property Seasonal Increase- Business Personal Property 001 LN SARATOGA CA 95070-6520 * As of the effective date of this policy, the Limit of Insurance as shown includes any increase in the limit due to Inflation Coverage. SECTION I - INFLATION COVERAGE INDEX(ES) Cov A - Inflation Coverage Index:N/A Cov B - Consumer Price Index:256.1 SECTION I - DEDUCTIBLES Basic Deductible 005$ Special Deductibles: Money and Securities 052$ Equipment Breakdown 005$ Other deductibles may apply - refer to policy. SEP 24 2019 CMP-4000 Continued on Next Page Page 2 of 6001936 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019 DECLARATIONS (CONTINUED) Policy Number Businessowners Policy for MARATHE, MADHURANI ____ ________ SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - EACH DESCRIBED PREMISES The coverages and corresponding limits shown below apply separately to each described premises shown in these Declarations, unless indicated by "See Schedule."If a coverage does not have a corresponding limit shown below, but has "Included" indicated, please refer to that po licy provision for an explanation of that coverage. LIMIT OF COVERAGE INSURANCE Accounts Receivable On Premises 000,01$ Off Premises 000,5$ Arson Reward 000,5$ Collapse dedulcnI Damage To Non-Owned Buildings From Theft, Burglary Or Robbery timiL B egarevoC Debris Removal ssol derevoc fo %52 Equipment Breakdown dedulcnI Fire Department Service Charge 005,2$ Fire Extinguisher Systems Recharge Expense 000,5$ Forgery Or Alteration 000,01$ Glass Expenses dedulcnI Increased Cost Of Construction And Demolition Costs (applies only when buildings are %01 insured on a replacement cost basis) Money And Securities (Off Premises)000,2$ Money And Securities (On Premises)000,5$ Money Orders And Counterfeit Money 000,1$ Newly Acquired Business Personal Property (applies only if this policy provides 000,001$ Coverage B - Business Personal Property) Newly Acquired Or Constructed Buildings (applies only if this policy provides 000,052$ Coverage A - Buildings) SEP 24 2019 CMP-4000 Continued on Reverse Side of Page Page 3 of 6 N 2 90001937 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019ST-0206-0000 DECLARATIONS (CONTINUED) Policy Number Businessowners Policy for MARATHE, MADHURANI Ordinance Or Law - Equipment Coverage dedulcnI Outdoor Property 000,5$ Personal Effects (applies only to those premises provided Coverage B - Business 005,2$ Personal Property) Personal Property Off Premises 000,51$ Pollutant Clean Up And Removal 000,01$ Preservation Of Property syaD 03 Property Of Others (applies only to those premises provided Coverage B - Business 005,2$ Personal Property) Signs 005,2$ Valuable Papers And Records On Premises 000,01$ Off Premises 000,5$ SECTION I - EXTENSIONS OF COVERAGE - LIMIT OF INSURANCE - PER POLICY The coverages and corresponding limits shown below are the most we will pay regardless of the number of described premises shown in these Declarations. LIMIT OF COVERAGE INSURANCE Loss Of Income And Extra Expense Actual Loss Sustained - 12 Months SECTION II - LIABILITY LIMIT OF COVERAGE INSURANCE Coverage L - Business Liability 000,000,1$ SEP 24 2019 CMP-4000 Continued on Next Page Page 4 of 6001937 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019 DECLARATIONS (CONTINUED) Policy Number Businessowners Policy for MARATHE, MADHURANI ____ ________ Coverage M - Medical Expenses (Any One Person)000,5$ Damage To Premises Rented To You 000,003$ LIMIT OF AGGREGATE LIMITS INSURANCE Products/Completed Operations Aggregate 000,000,2$ General Aggregate 000,000,2$ Each paid claim for Liability Coverage reduces the amount of insurance we provide during the applicable annual period. Please refer to Section II - Liability in the Coverage Form and any attached endorsements. Your policy consists of these Declarations, the BUSINESSOWNERS COVERAGE FORM shown below, and any other forms and endorsements that apply, including those shown below as well as those issued subsequent to the issuance of this policy. FORMS AND ENDORSEMENTS CMP-4101 Businessowners Coverage Form CMP-4786.1 *Addl Insd Owners Lessee Sched FE-6999.2 Terrorism Insurance Cov Notice CMP-4709 Money and Securities CMP-4705.2 Loss of Income & Extra Expense CMP-4787 Waiver of Trans Rgt of Recov CMP-4260 Amendatory Endorsement CMP-4261 Amendatory Endorsement FD-6007 Inland Marine Attach Dec * New Form Attached SCHEDULE OF ADDITIONAL INTERESTS Interest Type:Addl Insured-Section II Endorsement #:CMP47861 Loan Number:N/A LGS RECREATION & ITS BOARD OF TRUSTEES MEMBERS AGENTS OFFICERS REPRESENTATIVES EMPLOYEES CONSULTANTS 123 E MAIN ST LOS GATOS CA 950306903 Interest Type:Addl Insured-Section II Endorsement #:CMP47861 Loan Number:N/A CITY OF CUPERTINO ATTN CITY OF CUPERTINO OFFICE ATTN OF THE CITY MANAGER 10300 TORRE AVE CUPERTINO CA 950143255 SEP 24 2019 CMP-4000 Continued on Reverse Side of Page Page 5 of 6 N 2 90001938 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019ST-0306-0000 DECLARATIONS (CONTINUED) Policy Number Businessowners Policy for MARATHE, MADHURANI SEP 24 2019 CMP-4000 Page 6 of 6 N 2 90001938 Prepared © Copyright, State Farm Mutual Automobile Insurance Company, 2008Includes copyrighted material of Insurance Services Office, Inc., with its permission.SEP 24 2019 Name And Address Of Additional Insured Person Or Organization: CITY OF CUPERTINO ITS CITY COUNCIL BOARDS & COMMISSIONS OFFICERS OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS & CONSULTANTS ATTN CITY OF CUPERTINO OFFICE ATTN OF THE CITY MANAGER 10300 TORRE AVE CUPERTINO CA 95014 3255 1.SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage”, or “personal and advertis- ing injury” caused, in whole or in part, by: a.Ongoing Operations (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf; in the performance of your ongoing opera- tions for that additional insured; or b.Products – Completed Operations “Your work” performed for that additional insured and included in the “products- completed operations hazard”. However, Paragraph 1. above is subject to the following: The insurance afforded to the additional insured only applies to the extent permit- ted by law; a. b.If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the contract or agreement to provide for such addition- al insured; and c.If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: (1)Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or You are required by contract or agreement to provide for such addi- tional insured. (2) We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or “suit” is tendered to us. CMP-4786.1 Page 1 of 2 CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. km Policy No. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: Named Insured: MARATHE, MADHURANI , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED © 97 CFP283 1 Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a “suit” brought for damages for which you are provided coverage. 2. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: 3. If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: Required by the contract or agreement; ora. Available under the applicable Limits Of Insurance shown in the Declarations. b. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: 4. The additional insured must: See to it that we are notified as soon as practicable of an “occurrence” or an of- fense which may result in a claim. To the extent possible, notice should include: a. How, when and where the “occur- rence” or offense took place; (1) The names and addresses of any in- jured persons and witnesses; and (2) The nature and location of any injury or damage arising out of the “occur- rence” or offense; (3) Tender the defense and indemnity of any claim or “suit” to us and to all other insur- ers who may have insurance potentially available to the additional insured; and b. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. c. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: 5. This insurance is primary to and will not seek contribution from any other insurance available to the additional insured, provided that the additional insured is a named in- sured under such other insurance. a. Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. b. There will be no refund of premium in the event this endorsement is cancelled. All other policy provisions apply. CMP-4786.1 1007033 148011 08-21-2014 , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © CMP-4786.1 Page 2 of 2 CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: SML Safeguard Wording - 623AFB00213 Policy Number: Renewal of: Named Insured: City of Cupertino – Dept of Recreation & Community Services Public Works Department Principal Address: 10185 N Stelling Road, Cupertino, CA, 95014 Policy Period: From: 1st July 2019 To: 1st July 2020 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 for all Claims for Wrongful Acts against any one Victim b) USD 5,000,000 for all Claims for Wrongful Acts against all Victims, but sub-limited to: c) USD 50,000 for all Safeguard Costs resulting from all Circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above. Retention: USD 35,000 any one Victim Premium: USD 27,000 to be paid within 25 days of attachment Notification pursuant to Clause IX. shall be given to: Claims Department Beazley 30 Batterson Park Road, Farmington, CT 06032. claims@beazley.com (860) 677 3765 (phone) (860) 679 0247 (fax) Retroactive Date: 1st July 2018 Pending or Prior Litigation Date: 1st July 2018 Service of Suit: Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Choice of Law: New York Conditions: Application Dated: TBA California Surplus Lines Notice 1- LMA9098A California Complaints Clause – LMA9136 Small Additional or Return Premiums Clause (U.S.A.) – NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct – NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion – NMA 2918 Sanctions Limits Clause - LMA 3100 Beazley Safeguard Education Document Arch Safeguard Enhancement Endorsement Amended Definition of Independent Contractor Endorsement – as attached U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: 0C66724 Subject to: 1) Re-signed and dated renewal application – to be dated within 30 days of inception All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage: 22.5% or same net equivalent downwards, plus taxes as applicable Information: Employees – 41 Full time + 255 Part Time + 70 ICs Exposure Units – 97,000 Nature of Business – Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium, subject to 5% minimum earned of the total premium. Underwriting Security: 100% Lloyd’s (Information about Lloyds) EXHIBIT C 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 ____________, 2020, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE Madhurani Marathe 18 June Saratoga Madhurani Marathe mamarathe EXHIBIT D Contractor’s Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of MADHURANI MARATHE; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that MADHURANI MARATHE has complied with fingerprinting and criminal background investigation requirements with respect to all Contractor’s employees who may have contact with minors in the course of providing services pursuant to the Agreement, and the California Department of Justice has determined that none of those employees has been convicted of a felony, as that term is defined in California Penal Code Section 11105.3. 3. I declare that each coach and administrator shall be required to successfully complete concussion and head injury education at least once, either online or in person, before supervising a participant, as required by California Health and Safety Code Section 124235, et seq. 4. On a yearly basis, all participants shall be required to sign and return a concussion and head injury information sheet in compliance with California Health and Safety Code Section 124235, which may be in the form attached as D-1. 5. That a complete and accurate list of Contractor’s employees, who may come in contact with minors during the course and scope of the Agreement, are included below. 6. All of the below mentioned employees have tested negative for TB, or X-ray results for TB, and have current documentation on file with Contractor. 7. All of the below mentioned employees have received training and understand their responsibilities under the Mandated Reporter laws of this state and are willing and able to comply. List of all Contractor Employees working for the City (if no Employees, identify “self”): Contractor 1 Contractor 2 Contractor 3 Contractor 4 Contractor 5 Contractor 6 Contractor 7 Contractor 8 Contractor 9 Contractor 10 Contractor 11 Contractor 12 Contractor 13 Contractor 14 Contractor 15 Contractor 16 Contractor 17 Contractor 18 Contractor 19 Contractor 20 Self 8. The Contractor will notify the City of Cupertino in writing of any new employees and will be added to the above list prior to beginning work at the City of Cupertino. I declare under penalty of perjury that the foregoing is true and correct. CONTRACTOR By ________________________ Name ______________________ Title ______________________ Date _______________________ mamarathe Madhurani Marathe Math instructor 6/18/2020 Madhurani Marathe Contract Final Audit Report 2020-06-24 Created:2020-06-24 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA-9CQzeGDLfM-J2xMtL65FPlBXsifDFu4 "Madhurani Marathe Contract" History Document created by Kevin Khuu (KevinK@cupertino.org) 2020-06-24 - 9:07:58 PM GMT- IP address: 76.102.46.222 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-24 - 9:11:07 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-24 - 9:17:46 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-24 - 9:17:48 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-24 - 9:18:32 PM GMT- IP address: 45.41.142.109 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-24 - 9:18:58 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2020-06-24 - 9:19:01 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2020-06-24 - 9:20:18 PM GMT- IP address: 64.165.34.3 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2020-06-24 - 9:20:59 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-06-24 - 9:21:01 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-06-24 - 9:48:28 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-06-24 - 9:48:41 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Kirsten Squarcia (kirstens@cupertino.org), Kevin Khuu (KevinK@cupertino.org), Rachelle Sander (rachelles@cupertino.org), cyrahc@cupertino.org, and 2 more 2020-06-24 - 9:48:41 PM GMT