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20-001 Second Amendment dated 7-13-22 for Snapology of Los Gatos dba SV Kids Corp1 SECOND AMENDMENT TO AGREEMENT 20-001 BETWEEN THE CITY OF CUPERTINO AND SNAPOLOGY OF LOS GATOS DBA SV KIDS CORP. FOR ENRICHMENT STEAM PROGRAMS This Second Amendment to Agreement 20-001 between the City of Cupertino and Snapology of Los Gatos DBA SV Kids Corp. is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Snapology of Los Gatos DBA SV Kids Corp., a Corporation (“Contractor”) whose address is and is made with reference to the following: RECITALS: A. On September 04, 2020, Agreement 20-001 (“Agreement”) was entered into by and between City and Contractor for Enrichment Steam Programs. B. On August 26, 2021, City and Contractor agreed to the First Amendment for Enrichment Steam Programs. C. The Agreement and 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. 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 $131,000.00 (“Contract Price”), based upon the Scope of Services, budget, performance schedule, and rates included in Exhibit A. The maximum compensation includes all costs, 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. Exhibit A-1 of the Agreement is replaced with a 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 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 SNAPOLOGY OF LOS GATOS DBA SV KIDS CORP. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base Amount 21,000.00 Amendment 1 2022-112 36,000.00 Amendment 2 2022-182 74,000.00 - - 131,000.00 1429656.1 Amita Dhingra CFO Jul 12, 2022 Christopher D. Jensen Rachelle Sander Acting Director of Parks and Recreation Jul 13, 2022 Jul 13, 2022 Updated 04/15/20 EXHIBIT A-2 SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES The CONTRACTOR will provide Enrichment Steam Programs in, but not limited to, the following: Escape Snapology, KinderBots, Junior Creator's Club, Animal Explorers/Discovering Dinosaurs, Adaptive Play, Building Commitment to End Bullying 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 a class taught in person, 60% of resident fee per participant, based on final roster, for in-person programs. 70% of resident fee per participant, based on final roster, for online programs.. City and Contractor may mutually agree for Contractor to teach a class online rather than in per son, 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 $131,000.00. Eligible Participant Minimum and Maximums for CONTRACTOR Services: Minimum: 4 (In Person), 6 (Online) Maximum: 10-15 (In Person), 20 (Online) 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”): See attached list of employees. Performance of CONTRACTOR Services: Updated 04/15/20 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. Enrichment Steam Programs Final Audit Report 2022-07-13 Created:2022-07-12 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAHHTPg82KORjeYF4uU6viF-bV5ds22871 "Enrichment Steam Programs" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-07-12 - 11:09:23 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-07-12 - 11:12:29 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-07-13 - 1:06:10 AM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to 2022-07-13 - 1:06:12 AM GMT Email viewed by 2022-07-13 - 1:42:43 AM GMT- IP address: 172.225.88.144 Document e-signed by Amita Dhingra ( Signature Date: 2022-07-13 - 6:03:48 AM GMT - Time Source: server- IP address: 67.180.105.242 Document emailed to christopherj@cupertino.org for signature 2022-07-13 - 6:03:50 AM GMT Email viewed by christopherj@cupertino.org 2022-07-13 - 6:04:00 AM GMT- IP address: 104.28.124.90 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-07-13 - 2:33:39 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature 2022-07-13 - 2:33:42 PM GMT Email viewed by Rachelle Sander (rachelles@cupertino.org) 2022-07-13 - 3:14:32 PM GMT- IP address: 73.158.59.6 Document e-signed by Rachelle Sander (rachelles@cupertino.org) Signature Date: 2022-07-13 - 3:16:16 PM GMT - Time Source: server- IP address: 73.158.59.6 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-07-13 - 3:16:18 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-07-13 - 4:06:40 PM GMT- IP address: 172.225.80.193 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-07-13 - 4:06:57 PM GMT - Time Source: server- IP address: 172.226.41.167 Agreement completed. 2022-07-13 - 4:06:57 PM GMT