20-001 Grace Duval Amendment #2 dated 11-16-211
SECOND AMENDMENT TO AGREEMENT 20-001
BETWEEN THE CITY OF CUPERTINO AND GRACE
DUVAL FOR FITNESS INSTRUCTION
This Second Amendment to Agreement 20-001 between the City of Cupertino and
Grace DuVal, for reference dated 11/4/2021, is by and between the City of Cupertino, a
municipal corporation (hereinafter "City") and Grace DuVal, a Sole Proprietor
(“Contractor”) whose address is and is made
with reference to the following:
RECITALS:
A. On 6/9/2020, Agreement 20-001 (“Agreement”) was entered into by and
between City and Contractor for Fitness Instruction.
B. On 7/1/2021, City and Contractor agreed to the First Amendment for Fitness
Instruction.
C. The Agreement and the First Amendment are collectively referred to as the
“Agreement” unless otherwise indicated.
D. City and Contractor desire to modify the Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned parties
as follows:
1. Compensation
Paragraph 4 of the Agreement is modified to read as follows:
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 $28,500.00
(“Contract Price”), based upon the Scope of Services, budget, performance schedule,
and rates included in Exhibit A. The maximum compensation includes all costs,
expense, and reimbursements and will remain in place even if the Contractor’s actual
costs exceed the capped amount. 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.
2
2. Exhibit A of the Agreement is replaced with new Exhibit A-2 attached hereto.
3. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
Date
CONTRACTOR
By
Title
Date
EXPENDITURE DISTRIBUTION
PO #2022-68,
2022-69, 2022-70
100-62-623 700-702,
570-63-621 700-702,
580-63-620 700-702
Original $21,000
Amendment #1: $4,000
(100-62-623 700-702)
Amendment #2: $3,500
(570-63-621 700-702)
Total: $28,500
Fitness Instructor
Nov 16, 2021
Christopher D. Jensen
Assistant Director of Parks and Recreation
Nov 16, 2021
Nov 16, 2021
Updated 06/23/21
EXHIBIT A-2
SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES
The CONTRACTOR will provide Fitness Instruction in, but not limited to, the following:
Personal Training, Trekking, Zumba, Strong by Zumba, Sumba Toning, Zumba Gold
Location and Time of CONTRACTOR Services:
Refer to the City’s Publications 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 the Sports Center: a class taught in person, $42/hour. The Compensation to the Contractor shall
not exceed $7,500 for these services.
For the Quinlan Community Center: compensation shall consist of the following: $42 for a 60-minute
class, $50 for a 75+ minute class. The total compensation to the Contractor shall not exceed $17,000 for
these services (FY20-21 = $8,000, FY21-22 = $9,000).
For the Senior Center: seventy percent (70%) of revenue generated from the member rate per
participant based on final enrollment, plus seventy percent (70%) of the revenue for drop-in passes
collected by the contract. The total compensation to the Contractor shall not exceed $4,000 for these
services.
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 $28,500.00.
Eligible Participant Minimum and Maximums for CONTRACTOR Services:
Sports Center - Minimum: 1 Quinlan Community Minimum: 3 Senior Center - Minimum: 10
Maximum: 4 Center - Maximum: 20 Maximum: 24
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.
Updated 06/23/21
List of all Contractor Employees working for the City of Cupertino (if no Employees, identify
“self”):
Self
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 any restrictions on travel or social distancing or other
requirements set forth in any health order issued by any local, state, or federal authority, 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 all applicable
Health Laws when preforming work under this Agreement. If this Agreement specifies work that
cannot be performed in compliance with the 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 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.