Professional Services
Rev. Oct 16, 2024
CITY OF PALO ALTO CONTRACT NO. C26194598
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND THOMAS SARSFIELD
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of January, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and THOMAS SARSFIELD, a sole proprietor, located at P.O. Box 60534, Palo Alto, CA, 94306 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to implement tennis classes and camps for its Recreational Program (the “Project”) and desires to engage a consultant to provide Tennis Instruction services for seasonal classes and summer Camps sessions in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2030 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION . The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Six Hundred Sixty Thousand Dollars ($660,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 1 3 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder wit hout the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option A : No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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by CITY to perform work on this Project are:
a. John Whitlinger, former Stanford Head Coach, Stanford Hall of Famer, RSPA Elite Pro, consultant
P.O. Box 60534, Palo Alto, CA 94306
650 380-4009 [email protected]
b. Neil Da Silva, USPTA Teaching Pro with over 20 years of experience with us, teaches Individual lessons and Junior Intermediate Tennis Camps at Mitchell Park 408 398-5543 [email protected]
c. Hung Nguyen, USPTA Teaching Pro with over 30 years of experience with us, teaches Individual lessons at Mitchell Park
408 499-2433 [email protected]
d. John Chan, USPTA Teaching Pro with over 30 years of experience with us, teaches Classes & Individual lessons at Mitchell Park
650 637-8809 [email protected]
e. d. Megan Bryan, PTR Teaching Pro, 8th year with us, teaches Individual Tennis lessons at Rinconada Park.
650 759-8433 [email protected]
f. James Knofler, 13th year with us, teaches Classes/ Camps and Individual Tennis lessons at Rinconada Park.
408 410-0434 [email protected]
g. Sujan Bajracharya , 5th year with us, teaches Classes & Individual Tennis lessons at Rinconada Park.
650 787-7906 [email protected]
h. Lisa Sarsfield, 7th year with us, teaches Classes & Individual Tennis lessons at Mitchell Park.
408 745-6171 [email protected]
CONSULTANT shall be responsible for directing the work of any subcon tractors and for any compensation due to subcon tractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcon tractors. CONSULTANT shall change or add subcon tractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Thomas Sarsfield, Managing Director, Telephone: (408) 431 -3177, Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Margie Cain, Community Service Department, Recreation Program Division, Lucie Stern Community Center, 1305 Middlefield Road, Palo Alto, CA , 94301, Telephone: (650) 463-4919, Email: [email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
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To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Al to Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
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SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include , first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply , as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
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Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohib ited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal In formation, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
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29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT No. C26194598 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or Designee
THOMAS SARSFIELD
By:
Name:
Title:
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B Managing Director/ Proprietor
Thomas Sarsfield
Professional Services
Rev. Oct 16, 2024
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exh ibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in t he planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
TENNIS INSTRUCTION SERVICES
CONSULTANT will provide tennis instructor services for tennis classes and camps for its Recreational Program . CONSULTANT’s year-round tennis classes and summer camps will include a curriculum for youths and adults at all skill levels.
REQUIREMENTS
CONSULTANT must have a team of experience d coaches to instruct tennis to both youth and adults. Youth classes will be offered to students from 5 years - 15 years of age. Youth classes will run all four seasons of the year and summer camps will be during the month of June through August. Adult classes instruction will run all 4 seasons and provide private class instruction that will be offered to all during the year from January through December.
CONSULTANT (Instructor) will perform the services to comply with the following:
1. COURSE CONTENT:
• Be responsible for curriculum and course content.
• Unless otherwise expressly provided in this Agreement, City shall not be responsible for providing course materials.
• Provide a teacher that will teach the whole session, with as little substitution as possible. • Conduct the program in a safe manner.
• City shall have the right to observe Consultant instruct in order to determine whether Consultant is in compliance with the terms and conditions of this Agreement.
2. QUALITY OF PROGRAM:
Maintain a quality program which includes, but is not limited to:
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
• Consultants are knowledgeable and experienced in the subject being taught and with the age group.
• Consultants are reliable and punctual.
• Consultants are organized and prepared to teach at the start of each class. • Consultants can establish and maintain working relationships with City staff and customers.
• Consultants provide good customer service.
• Consultants and their employees can effectively resolve issues. • Consultants make their best effort to make their programs inclusive and accessible.
3. SET UP & CLEAN UP:
• Be responsible for all set up and cleanup of the room and equipment. • All set up must be completed prior to the start of class.
4. COACHES:
• Provide coaches who are at least 18 years old.
• Consultant, as well as its coaches (whether they are contractors, employees, and/or volunteers), must complete and pass LiveScan/Fingerprint/Background checks and must provide proof of passing such checks prior to providing services, provide negative TB test result within the last two years (for another working with minors) and provide proof of auto insurance in accordance with City guidelines (for anyone driving to the City of Palo Alto facility). All are strongly recommended to obtain certification of CPR/First Aid.
5. PUBLICITY:
• May not publicize Consultant's business to class participant during class hours without prior authorization from Department Director.
• Must obtain prior approval from Recreation Coordinator or designee for publicity containing City classes.
• Must clarify to customers that any personal information sought by Consultant (name, phone number, address, etc.) from customers is voluntary, and strictly for the use of the Consultant and not requested by the City
• Submit quarterly class proposals for creation of the Enjoy catalog. Note: Classes included in proposal are not guaranteed to be offered.
• Consultant will create a marketing plan to help promote camps and classes and encourage enrollment.
6. PUNCTUALITY:
• Consultant and their employees shall arrive at least 15 minutes prior to the starting time of the class
• Ensures that all classes start and end on time
• Notifies center prior to the class if Consultant is running late for unable to attend • If a class is missed, a makeup class is required to be provided by Consultant.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
7. RECORD KEEPING:
• Must take attendance at each class. All attendance records shall be submitted at the end of each session.
8. COMMUNICATION:
• Maintain on-going communication
• Immediately communicate problems and issues with the class(es) or customers • Inform City staff of participant injuries and complete necessary accident reports within 24 hours.
9. ADHERENCE TO CITY POLICY:
• Responsible for knowing the City’s policies and procedures with regard to special interest classes (i.e. waiting lists, cancellation, refund, satisfaction, etc.) • Responsible for verifying that only registered participants with a signed City liability form on file with the City are permitted to participate in City’s special interest classes. • Consultant shall submit the following prior to the commencement of this contract. If the following items are not submitted prior to the start of the contract, it shall automatically terminate:
- General Liability and Automobile Insurance in accordance with City guidelines. - LiveScan/Fingerprints
- TB Test
10. PRIVACY:
• Agrees that any personal information that Consultant receives regarding customers may not be used for other than City business.
• Ensures that customer information will be stored in a secure location.
City will support by:
• Processing all registrations for classes (Consultants not allowed to register participants) • Providing Consultant with attendance sheets or online access to run their own. • Providing facility for scheduled classes, which includes reservation of outdoor spaces (i.e. sports fields, tennis courts, etc.)
• Including Consultant classes in publicity materials
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
SEASONAL CLASSES AND SUMMER CAMPS SCHEDULE
CONSULTANT will collaborate with the CITY to provide a recreational program for tennis for “Seasonal Classes” that will occur every quarter over the Fall, Winter, Spring and Summer sessions. “Summer Camps” shall occur over the summer seasonal session(s). The classes and camps will be facilitated at City’s tennis courts at the following site:
▪ Rinconada Park – 777 Embarcadero Rd, Palo Alto, CA 94303; and ▪ Mitchell Park – 3800 Middlefield Rd, Palo Alto, CA 94306
SEASONAL CLASSES
Fall, Winter, Spring, and Summer Seasonal Classes are typically made up of 2 -day classes per week or 1 -day class per week through the annual seasons for various skill -level group sessions.
Each class will be up to a maximum of 6 students with the exception of Advanced Players Tennis, which has a maximum of 12 students. CONSULTANT will annually collaborate with the CITY/Recreational Coordinator to determine the amount of class sessions to publish a schedule with actual dates/times/locations, which is subject to a mutual agreement of City/Recreational Coordinator and CONSULTANT.
CONSULTANT shall coordinate Seasonal tennis classes by instructing lessons for various skill - level groups of the following:
Children Tennis Classes
a. Tiny Tennis Class Instruction
- Children: 5-7 years of age
- Class Length: 40 minutes (each session meets 6 times, max 6 students) - Estimate Session(s): 11 Class Sessions Per Quarter
- Skill Level: Lessons are designed to enhance their athletic and skill development in a success-oriented environment.
b. QuickStart Tennis
- Children: 8-10 years of age
- Class Length: 60 minutes
- Estimate Session(s): 5 Class Sessions Per Quarter
- Skill Level: Learn simple and efficient techniques on the “60 ft. court” with low compression tennis balls. Emphasis on control, consistency, sportsmanship, and fun.
c. QuickStart Advantage Tennis
- Children: 8-10 years of age
- Class Length: 60 minutes
- Estimate Session(s): 3 Class Sessions Per Quarter
- Skill Level: Review and develop techniques on the “60 ft. court” with low compression tennis balls. More emphasis on depth, direction, and spin. Players should have prior Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
Quickstart experience and/or instructor’s approval.
Junior Tennis Classes
a. Junior Novice Tennis Classes
- Junior: 11-14 years of age
- Class Length: 60 minutes
- Estimate Session(s): 2 Class Sessions Per Quarter
- Skill Level: Develop the essential techniques with emphasis on control, depth, and direction on the “78 ft. court” with regulation tennis balls. Lessons will also incorporate rules, sportsmanship, and basic doubles play. Ten year -olds may participate with instructors’ approval.
b. Junior Low Intermediate Tennis
- Junior: 11-14 years of age
- Class Length: 60 minutes
- Estimate Session(s): 3 Class Sessions Per Quarter
- Skill Level: For players who are consistent on a slow pace rally but need to develop better depth, directional control and use of spin. Review and strengthen stroke techniques with more emphasis on basic strategy and tactics. Ten year -olds may participate with instructors’ approval.
c. Junior Intermediate Tennis
- Junior: 11-15 years of age
- Class Length: 60 minutes
- Estimate Session(s): 1 Class Sessions Per Quarter
- Skill Level: For players who are consistent on a medium pace rally but need to develop more spin, power, and/or variety. Refine stroke techniques, strategy, and tactics with performance enhancing drills.
Adult Tennis Classes
a. Adult Novice Tennis
- Adult: 15+ years of age
- Class Length: 60 minutes
- Estimate Session(s): 4 Class Sessions Per Quarter
- Skill Level: Develop the essential techniques with emphasis on control, depth, and direction. Lessons will also incorporate rules, sportsmanship, and basic doubles play.
b. Adult Low Intermediate Tennis
- Adult: 15+ years of age
- Class Length: 60 minutes
- Estimate Session(s): 6 Class Sessions Per Quarter
- Skill Level: For players who are consistent on a slow pace rally but need to develop better depth, directional control and use of spin. Review and strengthen stroke techniques with more emphasis on basic strategy and tactics.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
c. Adult Intermediate Tennis
- Adult, 15+ years of age
- Class Length: 60 minutes
- Estimate Session(s): 5 Class Sessions Per Quarter)
- Skill Level: For players (NTRP 3.0) who are consistent on a medium pace rally but need to develop more spin, power, and/or variety. Develop stroke techniques, strategy, and tactics with performance enhancing drills.
d. Advanced Players Tennis
- Adult, 15+ years of age
- Class Length: 90 minutes
- Estimate Session(s): 1 Class Sessions Per Quarter
- Skill Level: A Stanford/USPTA Pro will personally teach this dynamic clinic for Advanced Players (NTRP 3.5-4.5). Players will enhance their tactical and strategic play with competitive situational drills. Refine stroke techniques with Ball Machine and Serving target drills. Only 3-6 players per Pro/court.
SUMMER CAMPS
Summer Camps are for 1 week session(s). Each class will be up to a maximum of 12 students.
CONSULTANT will annually collaborate with the CITY/Recreational Coordinator to determine amount of camp sessions to publish a schedule with actual dates/times/locations, which is subject to a mutual agreement of City/Recreational Coordinator and CONSULTANT.
CONSULTANT will coordinate Tennis Summer Camp by instructing lessons for various skill - level groups of the following:
Children Summer Camps
a. QuickStart Tennis Camps
- Children, 8-10 years of age
- Class Length: 90 minutes
- Estimate Session(s): 9 camp Sessions Per Summer
- Skill Level: Learn simple and efficient techniques on the “60 ft. court” with low compression tennis balls. Emphasis on control, consistency, sportsmanship, and fun. In general, we recommend the 25” racket. Three courts grouped by age and/or ability.
Junior Summer Camps
b. Junior Novice Tennis Camp
- Junior, 11-14 years of age
- Class Length: 90 minutes
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
- Estimate Session(s): 5 Camp Sessions Per Summer
- Skill Level: Develop the essential techniques with emphasis on control, depth, and direction. Camps will also incorporate rules, sportsmanship, and basic play. In general, we recommend the 26” -27” racket. Three courts grouped by age and/or ability.
c. Junior Low Intermediate Tennis Camp
- Junior,11-14 years of age
- Class Length: 90 minutes
- Estimate Session(s): 4 Camp Sessions Per Summer
- Skill Level: For players who are consistent on a slow pace rally but need better depth, directional control, and use of spin. Review and strengthen stroke techniques with more emphasis on basic strategy and tactics. In general, we recommend the 26”-27" racket. Three courts grouped by age and/or ability.
d. Junior Intermediate Tennis Camp
- Junior,10-15 years of age
- Class Length: 90 minutes
- Estimate Session(s): 4 Camp Sessions Per Summer
- Skill Level: This class provides excellent instruction, extensive practice, and exciting match play for juniors (10 -15 years old) at the INTERMEDIATE and HIGH INTERMEDIATE level. These camps are not for Novice players. Practices are designed to refine players’ technique and enhance their knowledge of strategy and tactics with competitive drills. Four courts grouped by age and/or ability.
PRIVATE LESSONS
*Court Rental for Private Lessons:
CONSULTANT will reimburse the City of Palo Alto for the use of 4 tennis courts to teach individual Private and Semi Private lessons (Rinconada Park Cts. #5-6 and Mitchell Park Cts. #1- 2). There will be 4 quarterly scheduled payments per year. CONSULTANT will prioritize Seasonal Classes and Summer Camps over private lessons. CONSULTANT will develop a plan to advertise private lessons based on availability. Quarterly payments will be pai d to the City in accordance with Exhibit C-1, Schedule of Rates of Section E.
CONSULTANT will provide the CITY a quarterly report of all private lessons completed. Based on the quarterly report, the private lessons court rental rates may increase upon mutual agreement.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.
Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP
1. Tennis Instruction Services – Seasonal
Classes (Per Year)
Upon mutual agreement detailed in Exhibit A
within term of Agreement.
2. Tennis Instruction Services – Summer
Camps (Per Year)
Upon mutual agreement detailed in Exhibit A
within term of Agreement.
3. Tennis Instruction Services – Private
Lessons (Per Year)
Upon mutual agreement detailed in Exhibit A
within term of Agreement.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement ), based on the rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
A. Travel outside the San Francisco Bay Area, including transportation and meals , if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
A. RATE
For the classes taught for all sessions during the term of this Agreement, CITY shall pay CONSULTANT at the rate for Sixty Five percent (65%) of the resident rate. CONSULTANT will not be compensated for classes offered and canceled – without a make -up session.
CONSULTANT will be compensated for only registered participants listed on the attendance records. CITY and CONSULTANT shall mutually agree upon the date an d time and number of courses offered by CONSULTANT pursuant to this Agreement, provided that the total compensation payable to CONSULTANT shall not exceed the amount set forth in Section 4 of this Agreement
B. PAYMENT
For registration-based classes, at the conclusion of each session, CONSULTANT will invoice the CITY for payment and shall comply with the requirements of Section 5 (invoices of this Agreement). In addition, the CONSULTANT’S invoice must include class name , class number, number of registered participants, rate of pay, total amount due for each class and grand total of all classes included on invoice.
For drop-in based classes, CONSULTANT will invoice the CITY for payment at least monthly.
Invoices must include attendance sheets, rate of pay, total amount due for each class and grand total of all classes.
C. MISSED CLASSES (Excluding weather-related cancellations, if applicable) If CONSULTANT gives 24 hours or less cancellation notice of class(es) starting time and subject to the prior approval of CITY, CONSULTANT will be compensated at 50% of compensation rate for day of the make up session provided CONSULTANT conducts a make-up session at a mutually agreeable time and location.
If CONSULTANT misses two consecutive weeks/meetings of the same class(es) and subject to the prior approval of CITY, CONSULTANT will be compensated at 25% of compensation rate for each of the make-up days provided CONSULTANT conducts a make-up session at a mutually agreeable time and location. Nothing herein limits the CITY’S right to terminate this Agreement for CONSULTANT’S failure to conduct any class at the specified time and place.
D. LATE CLASSES
1. If CONSULTATNT is late at least twice to same class in the same session (or same month for drop-in classes) and subject to the prior approval of CITY, CONSULTANT will be compensated at 100% of compensation rate for the first time the CONSULTANT was late.
For the second time the CONSULTANT is late, CONSULTANT will be compensated at 50% of compensation rate.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
2. If CONSULTANT is late at three or more times to same class in the same session (or same month for drop-in classes) and subject to the prior approval of CITY, CONSULTANT will be compensated at 25% of compensation rate. Nothing herein limits the CITY’S righ t to terminate this Agreement for CONSULTANT’S failure to conduct any class at the specified time and place.
E. PAYMENT FOR – USE OF FACILITY FOR APPROVED AND NON-APPROVED USES
CONSULTANT will reimburse the CITY for the use of 4 tennis courts to teach individual Private and Semi Private lessons (Rinconada Park Cts. #5-6 and Mitchell Park Cts. #1-2). There will be 4 scheduled payments per year.
Annual Amounts:
Private Lessons
Annual Fee
Year One $15,000
Year Two $16,000
Year Three $17,000
Year Four $18,000
Year Five $19,000
If the CONSULTANT uses CITY’S facility for any purpose other than a mutually agreed upon and scheduled class under this agreement, then the CONSULTANT shall pay all fees and charges - as specified in the CITY’S Municipal Fee Schedule.
Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
NO (for sole proprietor)
NO (for sole proprietor)
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY,
INCLUDING PERSONAL
INJURY, BROAD FORM
PROPERTY DAMAGE
BLANKET CONTRACTUAL,
AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED,
HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE
(WHEN APPLICABLE), AND
NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED : CONSULTANT, AT ITS
SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT
THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN
DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL
INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE TO THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B
Professional Services
Rev. Oct 16, 2024
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO TO THE FOLLOWING EMAIL: [email protected] Docusign Envelope ID: 942584A5-15F3-47FA-B882-7DF2C868371B