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20-001 Rashmi Khedkar___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 1 of 7 No. ___________ FY2020-2022 RECREATION SERVICES AGREEMENT 1. Parties. This contract is made by and between the City of Cupertino, a municipal corporation (“City”), and RASHMI KHEDKAR (“Contractor”), a FITNESS INSTRUCTOR for YOGA 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 6/30/2022 (“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 $5,000.00 (“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 and qualifications to perform the Services in a competent and professional manner. ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 2 of 7 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: Colleen Ferris Position: Recreation Coordinator Contact: colleenf@cupertino.org For Contractor: Name: RASHMI KHEDKAR Position: Fitness 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. Jennifer Koverman R May 21, 2020 Jennifer Koverman ___________________________________________________________________________________________________ Recreation Services Agreement/ Rev. Sept. 2019 Page 7 of 7 APPROVED AS TO FORM: _____________________________ HEATHER M. MINNER Cupertino City Attorney Contract/Encumbered Amount: $5,000.00 Account No.: 570-63-621 700-702 ATTEST: _____________________________ KIRSTEN SQUARCIA City Clerk Date _______________________ Heather M. Minner May 21, 2020 Updated 4/15/20 EXHIBIT A SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide FITNESS INSTRUCTOR in, but not limited to, the following: YOGA Location and Time of CONTRACTOR Services: Refer to the Recreation Schedule dated MONTHLY FITNESS SCHEDULE 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, $42/class. 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 $5,000.00. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 15 Maximum: 50 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”): self 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 Updated 4/15/20 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 CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Certain Underwriters at Lloyds of London Citadel Insurance Services, LC 10/09/2020 95014 Anthony Eardley 10/09/2020 (800) 871-3848 Contact@AlternativeBalance.com Rashmi Khedkar, DBA Srste Professional Liability (Claims Made) ✘ Included UT 300,000 CA See Additional Insured Name Above ✘ 5,000 84003 826 E State Rd, Suite 100 ✘ See attached endorsement. Long AI name: City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants and Volunteers ✘ Cupertino 10300 Torre Ave 3,000,000 (800) 871-3848 AB-1005-AC117301 10/09/2019 included10/09/2019 CA 2,000,000 05/08/2020 American Fork Professional Liability (Claims Made) A ✘ City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 10300 Torre Ave. Cupertino, CA 95014 32727 !" # $%"& $ !"##!$!% # #&'$!% ' % (!&(! &!) * ()*! !"# +, "#+,!% (& $! & $ -& $ .$-( -$ "-- ".$-( ! (&$$ "$& $""/ +!$!&$ $* ,-,.&,, General and Professional Liability Coverage City of Cupertino, Its City Council, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers and Consultants 10300 Torre Ave. Cupertino, CA 95014 AB-1005-AC117301 2 i. ADDITIONAL INSURED ENDORSEMENT FOR LANDLORDS, SPONSORS OR LESSORS This endorsement modifies insurance provided under the following: ii. SPECIFIED MEDICAL PROFESSIONAL, GENERAL LIABILITY AND PRODUCTS/COMPLETED OPERATIONS LIABILITY INSURANCE In consideration of the premium charged for the Policy, it is hereby understood and agreed that with respect to General Liability coverage only: 1. Clause II. PERSONS INSURED is amended by the addition of the following: Any landlord, owner, or property manager of the Designated Premises; or any tradeshow or convention sponsor or operator. However, coverage provided for purposes of this endorsement, shall apply solely: a. to Claims first made against the Insured during the Membership Period or any Extended Reporting Period, if purchased; b. for Claims arising out the Named Insured’s occupancy of, or failure to maintain the Designated Premises, but solely with respect to the products, goods or operations of the Named Insured and only if liability for such Claim is determined to be solely the negligence or responsibility of the Named Insured; and c.for Occurrences at, on or upon that portion of the Designated Premises which is occupied by the Named Insured and taking place during the term of the Named Insured’s lease/occupancy of such Designated Premises. Provided, however, that coverage afforded to the landlord, owner or property manager of the Designated Premises, shall not apply to: (i) Any Occurrence or Accident which takes place after the Named Insured ceases to be a tenant in that premises; (ii) Structural alterations, new construction or demolition operations performed by or on behalf of the landlord, owner or property manager of the Designated Premises; (iii)Bodily Injury,Property Damage or Advertising Liability arising out of the sole negligence of the landlord, owner or property manager of the Designated Premises, unless covered under paragraph b. above; (iv) Bodily Injury,Property Damage or Advertising Liability arising out of the claimed negligence of the landlord, owner or property manager of the Designated Premises other than directly caused by the Named Insured’s work in the ownership, maintenance or use of that part of the premises leased to the Named Insured which shall be imputed to the landlord, owner or property manager of the Designated Premises; or (v) Bodily Injury,Property Damage or Advertising Liability to any employee of the Named Insured or to any obligation of the landlord, owner or property manager of the Designated Premises, to indemnify another because of Damages arising out of such injury. 2. Clause V. DEFINITIONS is amended by the addition of the following: “Designated Premises” means all premises leased or rented to the Named Insured, or premises temporarily occupied by the Named Insured with permission of the owner, for a tradeshow or convention. All other terms and conditions of this Policy remain unchanged. ______________________________________ Authorized Representative Certain Underwriters at Lloyd's, London, Referred to in this endorsement as either the “Insurer” or the “Underwriters” E07561 092015 ed. Page 1 of 2 Effective date of this Endorsement: This Endorsement is attached to and forms a part of Policy Number: Certain Underwriters at Lloyd’s, London referred to in this endorsement as either the “Insurer” or the “Underwriters” SEXUAL MOLESTATION AND ABUSE SEPARATE TOWER ENDORSEMENT This endorsement modifies insurance provided under the following: Master Policy Combination Claims Made and Reported/Occurrence, a copy of which is attached hereto. In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Item 3 of the Declarations is amended by the addition of the following: Sexual/Physical Abuse Limits (a) $50,000 Each Claim (b) $100,000 Term Aggregate The Limits of Liability set forth in Items 3(a) and 3(b)on the Declarations page shall apply separately from the Limits of Liability set forth in Items 3(a) and 3(b) of the Sexual/Physical Abuse Limits above. Under no circumstances shall one Claim trigger both 3(a), and 3(b) on the Declarations page and the Sexual/Physical Abuse limits above. 2. Item 4 of the Declarations is amended by the addition of following: (b) $50,000 Each Claim - Sexual/Physical Abuse 3. Clause VI. LIMITS OF LIABILITY, paragraph A. is amended by the addition of the following: A. The Limit of Liability stated in Item 3(a) above as "Each Claim" is the Underwriters' Limit of Liability for all Damages and Claims Expenses arising out of continuous or repeated exposure to the same general harmful conditions in regards to Sexual Molestation and/or Abuse without regard to the number of Insureds,Claims or claimants. All Claims arising out of the same, related or continuing Sexual Molestation and/or Abuse shall be deemed to be a single Claim. The Limit of Liability set forth on the Declarations page shall apply separately from the Limit of Liability for Sexual/Physical Abuse Liability stated above. Under no circumstances shall any one Claim trigger both the Limit of Liability set forth on the Declarations and the Sexual/Physical Abuse Limit of Liability stated above. Under no circumstances will more than one Limit of Liability apply to a single Claim. 4. Clause VI. LIMITS OF LIABILITY, paragraph B. is amended by the addition of the following: B. The Limit of Liability stated in Item 3(b) above as "Term Aggregate" is the Underwriters' Limit of Liability for all Damages and Claims Expenses arising out of all Sexual Molestation and/or Abuse Claims which are covered under the terms and conditions of this Policy. The Limit of Liability set forth on the Declarations page shall apply separately from the Limit of Liability for Sexual/Physical Abuse stated above. Under no circumstances will more than one Limit of Liability apply. 5. Clause VII., DEDUCTIBLE, is amended by the addition of the following: The Deductible amounts stated in Item 4(b) above, shall be satisfied by payments by the Insured of Damages and/or Claims Expenses resulting from each Claim for Sexual Molestation and /or Abuse first made and reported to the Underwriters during the Policy Period and/or any applicable 10/09/2019 E07561 092015 ed. Page 2 of 2 Extended Reporting Period as a condition precedent to the payment by the Underwriters of any amounts due hereunder. The Underwriters shall be liable only for the amounts in excess of such Deductible subject to the Underwriters' Limits of Liability stated in Item 3. above. The Deductible is in addition to the Underwriters' Limit of Liability and not part thereof. The Insured shall make direct payments within the Deductible to appropriate parties designated by the Underwriters. The Deductible is to be uninsured, unless otherwise agreed to by the Underwriters. Under no circumstances shall Underwriters be called upon to pay the Deductible, but the Underwriters may do so at their sole discretion. Such payment shall in no way affect the Underwriters' ability to collect the Deductible from the Insured. The existence of "other" insurance shall not affect or abrogate the obligation of the Insured to pay the Deductible as required. A separate deductible shall apply to each Claim or Claims involving one Victim, and a Claim or Claims against multiple Victims shall not be aggregated into a single Claim. All other terms and conditions of this Policy remain unchanged. ______________________________________ Authorized Representative Item Discounts: Mature Driver: None. Good Driver: Item(s)1,2,3. Multi Policy home: Item(s)1,2,3. Multi Car: Item(s)1,2,3. New Driver: None. Good Student: None. You may qualify for other products and discounts.For more info call your Insurance Agent House Agent Westgate LOSSPAYEE(S)DISCOUNTS/MESSAGESRATING INFORMATION DISCLOSURE EXPLANATION (From Discounts/Messages Section on Previous Page) ITEM (ITEM NUMBER):Item number is the number assigned to the vehicle shown on the Declarations. RATED DRIVER:The driver assigned to a vehicle whose attributes (e.g.,years driving experience,driving safety record,gender,and marital status)are used to develop the premium. DRIV SAFETY RECORD (DRIVING SAFETY RECORD):The total number of points assessed the driver for principally at fault chargeable accidents with or without injury and/or vehicle code violation convictions (tickets).A principally at fault chargeable accident occurs when the driver of a vehicle is at least 51%at fault for an accident and the total monetary damages (whether paid or not)in the accident exceed: ·$750 or the accident resulted in death for losses occurring prior to 12/11/11 ·$1,000 or the accident resulted in death for losses occurring 12/11/2011 or after Additional information on the number and types of incidents can be provided on request.Carriers use different point count systems for rating purposes.The number of points shown on your declarations would not necessarily match the number of points assigned by another carrier. YRS DRIV EXP (YEARS DRIVING EXPERIENCE):The number of years a driver has been licensed to drive a motor vehicle anywhere in the world.However,a driver must have at least 18 months current driving experience in the United States,U.S.Territories,or Canada,before foreign country driving experience can be counted. PRIOR ANN MILES (PRIOR ANNUAL MILES DRIVEN):The estimated number of total miles a vehicle was driven during the year just past. FUTURE ANN MILES (FUTURE ANNUAL MILES DRIVEN):The estimated number of total miles a vehicle will be driven in the coming year. VEH GARAGE ZIP (VEHICLE GARAGED ZIP CODE):The ZIP code of the location where the vehicle is garaged. VEHICLE USAGE:Vehicles are assigned to one of five usage designations:Business Use,Work Commute,Farm Use,Farm Business Use or Pleasure. GENDER:M stands for Male and F stands for Female. MARITAL (MARITAL STATUS):M stands for Married,and S stands for Single. DISCOUNTS:A reduced rate applies for each Discount listed. IMPORTANT NOTICE:THIS IS A PART OF YOUR DECLARATIONS The insurance afforded is only with respect to such of the preceding coverages as are indicated by specific premium charge or charges.The limit of the Exchange’s liability under each such coverage shall be as stated herein,subject to all the terms of the policy.The purpose for which the automobile is to be used is pleasure or business,subject to the exclusions in the policy,including the exclusion for wholesale and retail delivery. RENEWAL CERTIFICATE -Extends this policy for the period shown under Policy Period upon payment of the premium. AMENDED DECLARATIONS -In consideration of the premium adjustment indicated herein this policy is hereby amended only with respect to such changes as are indicated in the schedule of changes.The limit of the Exchange’s liability under such amended coverage shall be as stated herein. LOSS PAYEE(S)-Any loss under Physical Damage coverages is payable as interest may appear to the named insured and the Loss Payee in accordance with the loss payable agreement. 55 1500 12 15 05-25-2019 01287 0210 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) Updated 4/15/20 EXHIBIT D Contractor’s Mandated Reporter Declaration The undersigned does hereby certify that: 1. I am a representative of Rashmi Khedkar; that I am familiar with the facts herein and am authorized and qualified to execute this declaration. 2. I declare that Rashmi Khedkar 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”): self 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 Rashmi Khedkar Contract Final Audit Report 2020-05-21 Created:2020-05-19 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAPIBWSnfQpRV-U2x-vhHNPcqszGMZ9dV_ "Rashmi Khedkar Contract" History Document created by Kevin Khuu (KevinK@cupertino.org) 2020-05-19 - 9:57:58 PM GMT- IP address: 73.158.53.147 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-05-19 - 10:02:06 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-05-19 - 10:25:40 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-05-19 - 10:25:43 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-05-21 - 8:00:28 PM GMT- IP address: 52.39.49.65 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-05-21 - 8:00:57 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Jennifer Koverman (jennyk@cupertino.org) for signature 2020-05-21 - 8:01:00 PM GMT Email viewed by Jennifer Koverman (jennyk@cupertino.org) 2020-05-21 - 9:27:41 PM GMT- IP address: 104.47.45.254 Document e-signed by Jennifer Koverman (jennyk@cupertino.org) Signature Date: 2020-05-21 - 9:28:57 PM GMT - Time Source: server- IP address: 73.70.28.255 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-05-21 - 9:28:59 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-05-21 - 9:39:04 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-05-21 - 9:39:13 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Jennifer Koverman (jennyk@cupertino.org), Heather M. Minner (minner@smwlaw.com), Kevin Khuu (KevinK@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), and 2 more 2020-05-21 - 9:39:13 PM GMT