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HomeMy WebLinkAboutPlay-Well TEKnologiesAGREEMENT THIS AGREEMENT is made and entered into on the 27th day of January 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Play -Well TEKnologies (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: CONTRACTOR shall conduct and maintain classes as outlined in Exhibit "A." 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR as described in Exhibit "A" along with compensation. 3. TERMS. The services and/or materials furnished under this Agreement shall commence April 1, 2025 and shall be completed by May 10, 2025 unless terminated pursuant to Section 5 (f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed ten thousand five hundred dollars and zero cents ($10,500.00) within thirty (30) days following completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. TOWN shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. TOWN shall not be responsible for any interest or late charges on any payments from TOWN to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including commercial form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. ii. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." iii. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds to the general and auto liability policies. iv. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills - Contracts 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. Town of Los Altos Hills d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial_ interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data,. plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. Town of Los Altos Hills 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Emina Mahic Community Services Supervisor Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 esteta@losaltoshills.ca.gov Town of Los Altos Hills CONTRACTOR: By: �� J°" 1/27/2025 �/ Signature Date Petra Patton, Area Manager Print name, Title TOWN OF LOS--AL-TOS -41-IP-S: By: Peter Pirnejad, City Manager D to Exhibit A - Additional Terms and Scope of Service Additional Terms 1. The TOWN reserves the right to cancel or move CONTRACTOR's classes/camps to a different date/time/location if special circumstances arise. 2. CONTRACTOR is responsible for ensuring all participants are registered and to report any outstanding registrations to the TOWN. 3. TOWN shall pay CONTRACTOR, 85% of each registration fee collected by the TOWN. 4. The CONTRACTOR is responsible for hosting virtual meetings using the CONTRACTOR's private account. TOWN will supply CONTRACTOR participant contact information in order to share log -in information. S. CONTRACTOR acknowledges and is aware that virtual programming and that use of third -party applications (e.g. Zoom) may carry a privacy and security risk, and CONTRACTOR uses the application at their own risk. CONTRACTOR acknowledges that they are responsible for ensuring a safe and free from obstruction environment. 6. The CONTRACTOR shall invoice the TOWN upon completion of service delivery. 7. The TOWN shall not pay the CONTRACTOR for classes that are cancelled. 8. The TOWN reserves the right to promote the program. The CONTRACTOR shall request and obtain written approval from the TOWN prior to engaging with third party publications for promotional activities related to services provided under this agreement. 9. CONTRACTOR shall have all employees fingerprinted by the local Sheriff and/or the Department of Justice. CONTRACTOR shall supply these files to the TOWN upon request. Town of Los Altos Hills EXHIBIT A Below please find the scope of service provided by the CONTRACTOR. However, services are not limited to the below as programming may be added or cancelled with the consent of the TOWN. Town of Los Altos Hills MC041tspired en f�inecriuK cL•esses f<erkids K•!S Los Altos Hills Recreation 26379 Fremont Rd Los Altos Hills, CA 94022 Exhibit A Play -Well TEKnologies Proposal 2025 Courses Emina Steta Phone: (W) 6509472518 Email: esteta@losaltoshills.ca.gov Primary Contact Petra Patton - Area Manager Phone: (W) 415-515-0542 Email: petra@play-well.org Alternative Contact Mike Spee - Regional Manager Phone: (W) 253-655-7584 Email: mike@play-well.org Business Office 216 Greenfield Avenue San Anselmo, CA 94960 Phone: (W) 415.460.5210 Page 1 of 4 December 26, 2024 - 11: Play -Well TEKnologies 1LGCO-inspired culrinccringulassce Proposal ror kids K-1{ 2025 Courses Los Altos Hills Recreation 26379 Fremont Rd Los Altos Hills, CA 94022 Los Altos Hills Recreation Course Dates Winter Wonderland Engineeringi @ Materials Bundle up, we're creating a spectacular Winter Wonderlandl Build bobsleds, design snowmobiles, and take a ride on the Polar Express. Explore your snowiest ideas and learn STEM concepts with tens of thousands of LEGOO pieces at your mitten -tips and the guidance of an experienced Play -Well instructor. Spring into i Materials Celebrate the coming of Spring with Play -Well and tens of thousands of LEGOO partsl Build chirping birds, design blossoming flowers, and take a ride on a paddle boat. Design and build as never before and explore your craziest ideas. Page 2 of 4 December 26, 2024 - 11:56 AM X EGO -inspired eng hiceringKdasses for kids K•II Play -Well TEKnologies Proposal 2025 Courses Star Wars Day Workshopi tri l Celebrate Star Wars Day with Play -Well TEKnologies and tens of thousands of LEGO@ parts! Young Jedi will recreate !conic ships and epic battles from the Star Wars Universe, while learning about the amazing engineering that makes it all happen. May the Fourth Be With You! Page 3 of 4 December 26, 2024 - 11:56 AM l.r3co-i,tsreired enl,�inccrin6 elasscs forkidsKC 8 ......';��*'Y. Play -Well TEKnologies Proposal 2025 Courses 1. Play -Well TEKnologies programs do not automatically continue; a new Letter of Agreement must be negotiated for new programs. 2. Programs must be conducted in a clean, indoor area on the first floor or in a room that is handicap accessible. 3. For programs held for multiple days, we prefer to use the same room each day. 4. If programs do not meet minimum enrollment, they may be combined or cancelled at our discretion. Do not automatically cancel a class that is below the minimum. Contact Play -Well first. 5. Students will not be able to keep LEGO materials. All materials used are the property of Play - Well TEKnologies and are not for sale or distribution. 6. Play -Well will provide Liability and Workers Compensation insurance verification if requested. 7. Client will collect all participant fees prior to start of program. Play -Well TEKnologies will invoice client after the program has started. 8. The first day of programs, we request access to the site approximately 45 minutes before, and 30 minutes every day thereafter for setup. After class, we request 15-30 minutes for cleanup. & AA Petra Patton for Play -Well TEKnologies 1127/2025 Date Los Altos Hills Recreation Representative Date Page 4 of 4 December 26, 2024 - 11:56 AM