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HomeMy WebLinkAboutMinds In MotionAGREEMENT THIS AGREEMENT is made and entered into on the 13th day of February 2024 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and MINDS IN MOTION (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 on February 13, 2024, and shall be completed by June 30, 2024, 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 6,000 dollars and zero cents ($6,000.00) 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 certificate's 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 Steta Interim 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: ?'.ma`z14/02/ Signature Date German Galindo, Director Print name, Title TOWN 7LLTO By: — Peter Pirnejad, City Manager Date Exhibit A - Additional Terms and Scope of Service Additional Terms 1. Delivered in-person programming the TOWN shall pay CONTRACTOR, 70% of each resident registration fee collected by the TOWN, minus a $5.00 administrator fee per participant. 2. The TOWN reserves the right to cancel or move CONTRACTOR's classes/camps to a different date/time/location if special circumstances arise. 3. CONTRACTOR is responsible for ensuring all participants are registered and to report any outstanding registrations to the TOWN. 4. The TOWN staff is not obligated to prep TOWN facilities for CONTRACTOR programing i.e.) clearing and stacking of chairs. S. The CONTRACTOR shall invoice the TOWN upon completion of service delivery. 6. The TOWN shall not pay the CONTRACTOR for classes that are cancelled. 7. 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. 8. 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. 9. CONTRACTOR shall have all employees working with minors complete Mandated Reporter Training and submit certificate to TOWN upon request. httl2:,[Imandatedreporterca.com/training/generaltraining.htm Town of Los Altos Hills Scone of Service 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 canceled with the consent of the TOWN. RE/CO ROBOT Build and take home your very own RE/CO Robotl RE/CO robot is a mechanical off-roading adventurel It comes equipped with an infrared sensor and artificial intelligence. Its ability to be controlled wirelessly, and its tank -like tracks, make it perfect for rugged conditions] With the wireless remote control added, RE/CO Robot can access new play modes like storytelling, singing, dancing, and even programming. Students can enjoy guiding it over all sorts of terrain or allow the friendly robot to lead the way, using its infrared sensor to find a clear path in patrol mode. For parents who look to get the most out of their children's time, RE/CO Robot is a great all in one package It combines assembling with 106 pieces, STEAM learning with infrared sensors, programming with easy directional commands, and having fun with the freedom of a handy wireless remote control I Dates: 6/10-6/14 Days: M -F Time: 9 am —12 pm Location: Duxbury Room, Town Hall Ages: 8-12 Fee:$225 FUTURE ENGINEERS If you like to create and build things, this program is for you! Take home your very own engineering k!tl You will build up to 8 working models including a material lift, stationary bike, crane bridge, construction crane, and a windmill With the aid of your instructor and the easy -to -follow manual, you will learn different scientific principles involving pulleys and mechanics. You will also learn about basic circuits as you construct a Maze Challenge, Flying Disc, Turbo Air, and Alarm System with our STEM Lab kitl As future engineers, the STEM lab will teach you how to comprehend a schematic diagram and interpret the flow of electricity. Design your own diagrams and watch your confidence soar as you transform wires, springs, and plastic parts into fully functioning circuits. Come obtain the necessary skills and experience to take on the technological challenges of the futurel Dates: 6/10-6/14 Days: M -F Time: 1 pm — 4 pm Location: Duxbury Room, Town Hall Ages: 8-12 Fee:$225 Town of Los Altos Hills AGREEMENT Final Audit Report Created: 2024-02-13 By: Emina Steta (esteta@losaltoshills.ca,gov) Status: Signed Transaction ID: CBJCHBCAABAAVbiGfsyGmxaaENOzGBdcLG6Bsi2p5wUY "AGREEMENT" History Document created by Emina Steta (esteta@losaltoshills.ca.gov) 2024-02-13 - 10:28:09 PM GMT 2024-02-14 '`'-� Document emailed to German Galindo (mindsinmotion@yahoo.com) for signature 2024-02-13 - 10:28:13 PM GMT 'cI Email viewed by German Galindo (mindsinmotion@yahoo.com) 2024-02-14 - 1:26:45 PM GMT &6 Document e -signed by German Galindo (mindsinmotion@yahoo.com) Signature Date: 2024-02-14 - 1:27:45 PM GMT - Time Source: server �1 Agreement completed. 2024-02-14 - 1:27:45 PM GMT Adobe Acrobat Sign