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20-001 Fremont Union High School District (FUHSD)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.Omitted.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. 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. Recreation Services Agreement! Rev. Sept. 2019 Page 2 of 7 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 11164-1117 4.3 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:ijwww.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): 0 □ 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: Daniel Mestizo Position: Recreation Coordinator Contact: DanielM@cupertino.org For Contractor: Name: Christine Mallery Position: Chief Business Officer Contact: Christine_Mallery@fuhsd.org 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. Recreation Services Agreement/ Rev. Sept. 2019 Page 4 of 7 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: Daniel Mestizo Email: DanielM@cupertino.org To Contractor: 589 West Fremont Ave., Sunnyvale, CA 94087 Cc: Representative/Coordinator: Christine Mallery Email: Christine_Mallery@fuhsd.org 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 FREMONT UNION HIGH SCHOOL DISTRICT Tax I.D. No.: Refer to W9 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney CITY OF CUPERTINO A Municipal Corporation By _________ _ Name ________ _ ATTEST: KIRSTEN SQUARCIA City Clerk Recreation Services Agreement! Rev. Sept. 2019 Page 6 of 7 Date _____________________ Heather M. Minner Christine Hanel Asst. Director, P & R Aug 6, 2020 Christine Hanel Aug 6, 2020 See Attached List Geometry Enrichment Surna Barton Christina Masuda Jeremy Dybdahl Lynn Chen Sara Moreno Matt Guevara Stacey Cler Elaina Smith Norman Tsai Teresa Filice Carley Stavis Sushma Bana Terri Fill Ana Franco Sarah Kraemer Olga Hazeghi Nikki Dang Josh Kuo Melisa Lu Malissa Goldstein Anna Jackson Emer Martin Greg Buie Barb Takahashi McKenna Parfet Alvin Choe FUHSD FY 2020/21 Enrichment Instructors College Enrichment 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 6+28/'७$1<७2)७7+(७$%29(७'(6&5,%('७32/,&,(6७%(७&$1&(//('७%()25(७ 7+(७(;3,5$7,21७'$7(७7+(5(2)௵७127,&(७:,//७%(७'(/,9(5('७,1७ $&&25'$1&(७:,7+७7+(७32/,&<७3529,6,216 3 333 NCR 00109-34 7/1/2020 7/1/2021 1,000,00025,000 3333 3 NCR 00109-34 7/1/2020 7/1/2021 25,000 1,000,000 NCR 00109-34 7/1/2020 7/1/2021 250,250,00025,000 NCR 00109-34 7/1/2020 7/1/2021 25,000 Included Keenan & Associates 1732 North First Street, Suite 100 San Jose, CA 95112 www.keenan.com Northern California ReLiEF A A B 7/22/2020 0451271 PIPS0012117 7/1/2020 7/1/2021 1,000,000 1,000,000 1,000,000 3 3 3 Protected Insurance Program for Schools A A Northern California ReLiEF Protected Insurance Program for Schools 3 408-441-0754 John Stephens As respects to Recreational Agreement between the City of Cupertino and Fremont Union High School District for Educational Classes and College Workshops from July 1, 2020 through June 30, 2021. * Sexual Abuse and Molestation $1,000,000 per occurrence. *WAIVER OF SUBROGATION APPLIES TO WORKER'S COMPENSATION* Fremont Union High School District 589 West Fremont Ave. Sunnyvale CA 94087 City of Cupertino,its council, boards and commissions, officers, employees and volunteers Attn: Daniel Mestizo 10300 Torre Avenue Cupertino CA 95014 Educational Classes 56666920 | FREMOUNI1 | 20/21 Super Pool P&L | Frances Freeman | 7/22/2020 8:28:54 AM (PDT) | Page 1 of 3 ENDORSEMENT ADDITIONAL COVERED PARTY COVERED PARTY COVERAGE DOCUMENT ADMINISTRATOR Subject to all its terms, conditions, exclusions, and endorsements, such additional covered party as is afforded by the coverage document shall also apply to the following entity but only as respects to liability arising directly from the actions and activities of the covered party described under “as respects” below. Additional Covered Party: As Respects: ____________________________________________ Authorized Representative Issue Date: 7/22/2020 Fremont Union High School District NCR 00109-34 Keenan & Associates As respects to Recreational Agreement between the City of Cupertino and Fremont Union High School District for Educational Classes and College Workshops from July 1, 2020 through June 30, 2021. * Sexual Abuse and Molestation $1,000,000 per occurrence. *WAIVER OF SUBROGATION APPLIES TO WORKER'S COMPENSATION* The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as additional covered parties under all coverages except any professional liability coverage, required by this Agreement. This coverage shall be primary to the certificate holders coverage as respects to the actions and activities of the Covered Party due to their sole negligence. The insurance of the Additional Covered Party shall not be called upon to contribute to a loss covered by the Covered Party's coverage. City of Cupertino,its council, boards and commissions, officers, employees and volunteers Attn: Daniel Mestizo 10300 Torre Avenue Cupertino CA 95014 56666920 | FREMOUNI1 | 20/21 Super Pool P&L | Frances Freeman | 7/22/2020 8:28:54 AM (PDT) | Page 2 of 3 12:01 AM This endorsement applies only to the coverage provided by the Memorandum of Coverage. We have the right to recover our payments from anyone liable for an injury covered by this Memorandum of Coverage. We will not enforce our right against the person or organization name in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. Workers’ Compensation and Employers’ Liability Policy PIPS Waiver of Our Right to Recover From Others Endorsement Covered Party Endorsement Number Santa Clara County SIG/Fremont Union High School District 54 Memorandum of Coverage #Memorandum of Coverage Period Effective Date of Endorsement PIPS0012117 7/1/2020 - 7/1/2021 7/1/2020 Issued By (Name of Entity) Protected Insurance Program for Schools Schedule City of Cupertino Specific Waiver - Name of Person or Organization: Operations: Cupertino, CA 95014 10300 Torre Avenue As respects Recreation Services Agreement for Educational Classes and College Workshops. Contribution: There is no contribution charged for this endorsement. Confidential Client Use Only License# 0451271 Authorized Agent 56666920 | FREMOUNI1 | 20/21 Super Pool P&L | Frances Freeman | 7/22/2020 8:28:54 AM (PDT) | Page 3 of 3 See Attached List FUHSD Contract Final Audit Report 2020-08-06 Created:2020-07-27 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAggz7BSlRVBLKYLdyC_tIJ2s6b-hZ0y6k "FUHSD Contract" History Document created by Kevin Khuu (KevinK@cupertino.org) 2020-07-27 - 8:52:19 PM GMT- IP address: 76.102.46.222 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-07-27 - 8:54:59 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-07-27 - 10:40:25 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-07-27 - 10:40:27 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-07-30 - 9:05:19 PM GMT- IP address: 45.41.142.126 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-07-30 - 9:05:57 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Christine Hanel (christineh@cupertino.org) for signature 2020-07-30 - 9:06:00 PM GMT Email viewed by Christine Hanel (christineh@cupertino.org) 2020-07-30 - 9:24:19 PM GMT- IP address: 104.47.45.254 Email viewed by Christine Hanel (christineh@cupertino.org) 2020-08-06 - 0:05:41 AM GMT- IP address: 104.47.44.254 Document e-signed by Christine Hanel (christineh@cupertino.org) Signature Date: 2020-08-06 - 0:07:03 AM GMT - Time Source: server- IP address: 73.241.47.109 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-08-06 - 0:07:05 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-08-06 - 0:22:35 AM GMT- IP address: 104.47.44.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-08-06 - 0:24:56 AM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Heather M. Minner (minner@smwlaw.com), cyrahc@cupertino.org, Kevin Khuu (KevinK@cupertino.org), Christine Hanel (christineh@cupertino.org), and 2 more 2020-08-06 - 0:24:56 AM GMT