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HomeMy WebLinkAboutReso 124-18 Contract Instructor Services Agreement with Akshay Arora DBA Arora Tennis and Fitness for Recreation Services RESOLUTION NO. 124— 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING CONTRACT INSTRUCTOR SERVICES AGREEMENT WITH AKSHAY ARORA DBA ARORA TENNIS AND FITNESS FOR RECREATION SERVICES WHEREAS, the Parks and Community Services Department receives and approves proposals from independent contractors who are interested in providing recreational activities or programs to the Dublin community; and WHEREAS, Staff has reviewed and accepted a proposal from Akshay Arora, dba Arora Tennis and Fitness, to continue to provide tennis classes, tennis camps and activities, and private tennis lessons through the City of Dublin; and WHEREAS, Staff has negotiated terms with Akshay Arora dba Arora Tennis and Fitness for an agreement that shall begin on January 1, 2019, and shall end on December 31, 2020. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve Contract Instructor Services Agreement with Akshay Arora dba Arora Tennis and Fitness for recreation services. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreement, attached hereto as Exhibit A. PASSED, APPROVED AND ADOPTED this 20th day of November 2018, by the following vote: AYES: Councilmembers Goel Gupta, Hernandez, Thalblum and Mayor Haubert NOES: ABSENT: ABSTAIN: / if Pc( Mayor ATTEST: cc tit? City Clerk Reso No. 124-18, Adopted 11/20/18, Item 4.8 Page 1 of 1 AGREEMENT FOR CONTRACT INSTRUCTOR SERVICES Akshay Arora, Arora Tennis & Fitness This Agreement for Contract Instructor Services ("Agreement") is made and entered into as of the I day of January, 2019 by and between the City of Dublin, a municipal corporation of the State of California ("City") and Akshay Arora Tennis and Fitness ("Instructor"), together (the "Parties") in Dublin, California. In consideration of their mutual covenants, the Parties hereto agree as follows: 1. Scoae of Work. Subject to the terms and conditions of this Agreement, Instructor shall provide tennis classes, camps, activities and private tennis lessons. 2. Location of Work. Subject to the terms and conditions of this Agreement, Instructor will provide services and/or class instruction (check one box): ❑ Offsite: At his/her/their own facility, located off -premises from any City -owned facility located at (Street, City, Zip Code) � Onsite: At a City -owned facility. 3. Indeoendent Contractor. At all times during the term of this Agreement, Instructor, and any of its employees, subcontractors, volunteers, and agents shall be independent contractors and not employees or agents of the City. Instructor and any of its employees, subcontractors, volunteers, and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Instructor and any of its employees, subcontractors, volunteers, and agents providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (CalPERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for CalPERS benefits. 4. Term of Performance. Unless earlier terminated, this Agreement will be effective from the date first above written through December 31, 2020, subject to City Council appropriation of funds. Nothing in this paragraph shall alter City's right to terminate Agreement, as described in Section 17, at any point throughout the Extension Term. This Agreement does not guarantee that any course, program or activity will be added to the City's public recreation offerings during the Term of Performance. 5. Standard of Performance. Instructor shall perform all services required pursuant to this Agreement. 6. permission. Instructor grants full permission to the City of Dublin for use of his/her name and photographs, videos, motion pictures or recordings for any publicity and promotion purposes without obligation or liability to Instructor. 7. Payment Terms. For the services described in Section 1 above, the City agrees to pay Instructor 70% of the resident rate for each private lesson participant and 60% of the resident rate for each group lesson, which amount shall include all expenses. Except as specifically authorized by City, Instructor shall not bill City for duplicate services performed by more than one person (reasonable quality control and assurance work as generally recognized as an acceptable practice in this field is expected). Instructor understands that any time a participant requests a refund or credit, that amount will be reduced from the gross revenue on which Instructor's payment is calculated. Instructor understands and agrees that Instructor will complete and submit a Contract Instructor Course Proposal Form for each session that courses will be offered. Submitting a proposal does not guarantee that the course, program or activity will be added to the City's public recreation offerings. Session dates may be altered from time to time at the City's discretion. City, at its sole discretion, will accept or reject Instructor's proposal and collaborate with Instructor in finalizing a session schedule. When each session schedule is finalized, the City will Agreement for Contract Instructor Services produce a Schedule Summary. Final Schedule Summaries will be incorporated herein by this reference as if set forth in full. At the end of each session, the City shall pay Instructor for services rendered. City will issue payment to Instructor within 30 business days after services are complete. Prior to City processing payment, Instructor shall submit course attendance sheets, and completed evaluation forms, if applicable, to the Parks and Community Services Department within five working days upon completion of service. 8. Assignment and Subcontracting. Instructor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the prior written consent of the City. 9. Indemnification. Instructor will defend and indemnify City and its officers, agents, employees and volunteers (collectively, "City Parties") against any and all claims, deductibles, self -insured retentions, demands, liability, judgments, awards, fines, mechanics' liens, or other liens, labor disputes, losses, damages, expenses, charges or costs, of any kind or character, including attorneys' fees and court costs (collectively, 'Claims"), which arise out of or are in any way connected to this Agreement or Instructor's activities pursuant to this Agreement, including without limitation, Claims caused by the concurrent negligent act, error, or omission, whether active or passive, of City Parties, 10. Jnsurance. Instructor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Instructor, any of its employees, subcontractors, volunteers, and agents. Instructor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance and workers' compensation insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least ANIL The insurance requirements required for instructors are as follows: 1. Commercial General Liability: Insurance plan with an "occurrence" basis, including property damage, bodily injury, personal & advertising injury, and sexual abuse and molestation with limits no less than $1,000,000 per occurrence. 2. Automobile Liability: Instructor shall maintain a current and valid Automobile Insurance Policy at or above the minimum level required by the State of California for any and all vehicles used to transport Instructor or supplies to or from the City of Dublin and its facilities. 3. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Proof of workers' compensation insurance is applicable if Instructor has employees other than self. If Instructor does not have employees other than self, Instructor shall submit a completed "No Employees Declaration Form" provided by the City. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. The City of Dublin and its elected officials, officers, employees, agents, and volunteers must be named as additional insureds on commercial general liability insurance. Instructor's insurance coverage will be primary insurance with respect to City and its elected officials, officers, employees, agents, and volunteers. The insurance policy must include a waiver of all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the City (including workers' compensation insurance, if applicable). Any insurance or self-insurance maintained by the City will be in excess of Instructor's insurance and not contributory with it. Instructor will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. This Agreement is expressly contingent upon the insurance requirements being met, and this Agreement shall not be complete and no work may commence until Instructor has provided adequate proof of insurance. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 11. Special Risks or Circumstances. City reserves the right to modify these insurance reement special circumstances. 12. Nondiscrimination and Eaual Ouportunity. Instructor will comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in the provision or any services that are the subject of this Agreement. 13. Mandated Reporting. Instructor recognizes and acknowledges that persons under the age of 18 may participate in classes/activities to be conducted by Instructor pursuant to this Agreement. Instructor further recognizes and acknowledges that if any person under the age of 18 does, in fact, participate in said classes/activities, then Instructor is deemed to be a "Mandated Reporter" pursuant to the California Child Abuse and Neglect Reporting Act (Penal Code §§ 11 164-11174,3) ("CANRA"). Concurrently with the execution of this Agreement and pursuant to Penal Code section 11166,5, Instructor has been provided with, and has executed, an Acknowledgement of Mandated Requirements, Receipt of Training, and Receipt of Penal Code Statutes, which acknowledgement shall be maintained by the City during the term of this Agreement. If the Instructor has employees, subcontractors, volunteers, and agents, and those employees, subcontractors, volunteers, and agents will come into contact with minors on a regular basis, those employees must also follow the Mandated Reporter requirements. Instructors who have employees will be required to execute an Acknowledgement and Release of Information, which acknowledgement shall be maintained by the City during the term of this Agreement. 14. TB Test Reauirements. If the Services include contact with minors, Instructor shall produce a certificate, issued by a licensed physician or other authorized agency, showing that within the last two years the Instructor has been examined and has been found to be free of communicable tuberculosis (TB). If the (nstructor has employees, those employees must also follow the TB requirements set forth in this Agreement. Instructors who have employees, subcontractors, volunteers, and agents will be required to execute an Acknowledgement and Release of Information, which acknowledgement shall be maintained by the City during the term of this Agreement. 15. Fingerprint Reauirements. If class/program is open to youth under the age of 18 years, Instructor and any of its employees, subcontractors, volunteers, and agents of the Instructor agrees to fulfill all fingerprint/background checks prior to the first class. Instructor and the Instructor's employees, subcontractors, volunteers, and agents, if any, are not eligible to work until the clearance is received from the Department of Justice and Instructor has been notified by a Parks & Community Services Department representative. 16. Transporting Participants. Instructor or any of its employees, subcontractors, volunteers, and agents shall not transport any participant in his/her own vehicle. Transportation is the responsibility of the program participant. 17. Termination. City may cancel this Agreement at any time and without cause upon written notification to Instructor. Instructor may cancel this Agreement upon thirty (30) days' written notice to the other Parties and shall include in such notice the reasons for cancellation. City will pay Instructor for services completed per the Agreement up to the time of termination, if the Services have been completed in accordance with the Agreement. In addition, if the Instructor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of City, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, City at any time may terminate the engagement of the Instructor immediately and without written notice to the Instructor. Agreement for Contract Instructor Services By signing this Agreement, Instructor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. 18. SByerabiiity. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. Governing Law. The laws of the State of California will govern this Agreement. 20. Comuliance with Applicable Laws. Instructor will comply with all applicable local, state and federal laws and regulations, including but not limited to, those prohibiting discrimination and harassment and will obtain and maintain a City of Dublin Business License for the term of this Agreement. 21. I ire. If a license (e.g. franchise names or trademarks) of any kind, which term is intended to include evidence of registration, is required of Instructor or any of its employees, subcontractors, volunteers, or agents by federal or state law, Instructor warrants that such license has been obtained, is valid and in good standing, and Instructor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. 22. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 23. Aareement Administration and Notice. This Agreement shall be administered on behalf of the City by the City Manager or designee. Any written notice between the Parties shall be sent to: Mailing Address: City of Dublin Mtn: Parks and Community Services Director 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833-6645 Mailing Address: Arora Tennis &Fitness Attn: Akshay Arora 3169 Ridgefield Way Dublin, Ca 94568 Phone: (925) 699-7794 24. lnteq,ration. This Agreement, together with Schedule Summaries as described in Section 7 represents the entire and integrated agreement between City and the Instructor and supersedes all prior negotiations, representations or agreements, either written or oral. 25. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 26. No Implied Waiver of Breach. The waiver of performance or any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 27. Survival. All obligations arising prior to the termination of this Agreement and all the provisions of this Agreement allocating liability between City and Instructor will survive the termination of this agreement. CITY: By: Christopher L. Foss, City Manager Agreement for Contract Instructor Services INSTRUCTOR/B By: Printed Name: Title: AGREEMENT FOR CONTRACT INSTRUCTOR SERVICES Akshay Arora, Arora Tennis & Fitness This Agreement for Contract Instructor Services ("Agreement") is made and entered into as of the I day of January, 2019 by and between the City of Dublin, a municipal corporation of the State of California ("City") and Akshay Arora Tennis and Fitness ("Instructor"), together (the "Parties") in Dublin, California. In consideration of their mutual covenants, the Parties hereto agree as follows: 1. WUMMp of Work. Subject to the terms and conditions of this Agreement, Instructor shall provide tennis classes, camps, activities and private tennis lessons. 2. Location of Work. Subject to the terms and conditions of this Agreement, Instructor will provide services and/or class instruction (check one box): ❑ Offsite: At his/her/their own facility, located off -premises from any City -owned facility located at (Street, City, Zip Code) 0 Onsite: At a City -owned facility. 3. Ind pendent Contractor. At all times during the term of this Agreement, Instructor, and any of its employees, subcontractors, volunteers, and agents shall be independent contractors and not employees or agents of the City. Instructor and any of its employees, subcontractors, volunteers, and agents shall have no authority, express or implied, to bind the City to any obligation whatsoever. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Instructor and any of its employees, subcontractors, volunteers, and agents providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (CaIPERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for CaIPERS benefits. 4. Term of Performance. Unless earlier terminated, this Agreement will be effective from the date first above written through December 31, 20201 subject to City Council appropriation of funds. Nothing in this paragraph shall alter City's right to terminate Agreement, as described in Section 17, at any point throughout the Extension Term. This Agreement does not guarantee that any course, program or activity will be added to the City's public recreation offerings during the Term of Performance. 5. Standard of Performance. Instructor shall perform all services required pursuant to this Agreement. 6. Permission. Instructor grants full permission to the City of Dublin for use of his/her name and photographs, videos, motion pictures or recordings for any publicity and promotion purposes without obligation or liability to Instructor. 7. Payment Terms. For the services described in Section 1 above, the City agrees to pay Instructor 70% of the resident rate for each private lesson participant and 60% of the resident rate for each group lesson, which amount shall include all expenses. Except as specifically authorized by City, Instructor shall not bill City for duplicate services performed by more than one person (reasonable quality control and assurance work as generally recognized as an acceptable practice in this field is expected). Instructor understands that any time a participant requests a refund or credit, that amount will be reduced from the gross revenue on which Instructor's payment is calculated. Instructor understands and agrees that Instructor will complete and submit a Contract Instructor Course Proposal Form for each session that courses will be offered. Submitting a proposal does not guarantee that the course, program or activity will be added to the City's public recreation offerings. Session dates may be altered from time to time at the City's discretion. City, at its sole discretion, will accept or reject Instructor's proposal and �nllahnrate with Instructor in finalizina a session schedule. When each session schedule is finalized, the City will Agreement for Contract Instructor Services produce a Schedule Summary. Final Schedule Summaries will be incorporated herein by this reference as if set forth in full. At the end of each session, the City shall pay Instructor for services rendered. City will issue payment to Instructor within 30 business days after services are complete. Prior to City processing payment, Instructor shall submit course attendance sheets, and completed evaluation forms, if applicable, to the Parks and Community Services Department within five working days upon completion of service. 8. Assignment and Subcontracting. Instructor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the prior written consent of the City. 9. Indemnification. Instructor will defend and indemnify City and its officers, agents, employees and volunteers (collectively, "City Parties") against any and all claims, deductibles, self -insured retentions, demands, liability, judgments, awards, fines, mechanics' liens, or other liens, labor disputes, losses, damages, expenses, charges or costs, of any kind or character, including attorneys' fees and court costs (collectively, 'Claims"), which arise out of or are in any way connected to this Agreement or Instructor's activities pursuant to this Agreement, including without limitation, Claims caused by the concurrent negligent act, error, or omission, whether active or passive, of City Parties, 10. Insurance. Instructor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Instructor, any of its employees, subcontractors, volunteers, and agents. Instructor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance and workers' compensation insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A:VII. The insurance requirements required for instructors are as follows: 1. Commercial General Liability: Insurance plan with an "occurrence" basis, including property damage, bodily injury, personal & advertising injury, and sexual abuse and molestation with limits no less than $1,000,000 per occurrence. 2. Automobile Liability: Instructor shall maintain a current and valid Automobile Insurance Policy at or above the minimum level required by the State of California for any and all vehicles used to transport Instructor or supplies to or from the City of Dublin and its facilities. 3. Workers' Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Proof of workers' compensation insurance is applicable if Instructor has employees other than self. If Instructor does not have employees other than self, Instructor shall submit a completed "No Employees Declaration Form" provided by the City. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. The City of Dublin and its elected officials, officers, employees, agents, and volunteers must be named as additional insureds on commercial general liability insurance. Instructor's insurance coverage will be primary insurance with respect to City and its elected officials, officers, employees, agents, and volunteers. The insurance policy must include a waiver of all rights of subrogation against the City, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the City (including workers' compensation insurance, if applicable). Any insurance or self-insurance maintained by the City will be in excess of Instructor's insurance and not contributory with it. Instructor will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. This Agreement is expressly contingent upon the insurance requirements being met, and this Agreement shall not be complete and no work may commence until Instructor has provided adequate proof of insurance. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experI ence, insurer, coverage, or other special circumstances. MMIMMOI reement for Contract Instructor Services City reserves the right to modify these insurance special circumstances. 12. Nondiscrimination and Equal Onnortunity. Instructor will comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in the ovisi pron or any services that are the subject of this Agreement. 13. Mandated Renortinq. Instructor recognizes and acknowledges that persons under the age of 18 may participate in classes/activities to be conducted by Instructor pursuant to this Agreement. Instructor further recognizes and acknowledges that if any person under the age of 18 does, in fact, participate in said classes/activities, then Instructor is deemed to be a "Mandated Reporter" pursuant to the California Child Abuse and Neglect Reporting Act (Penal Code §§ 11 164-11174.3) ("CANRA"). Concurrently with the execution of this Agreement and pursuant to Penal Code section 11166,5, Instructor has been provided with, and has executed, an Acknowledgement of Mandated Requirements, Receipt of Training, and Receipt of Penal Code Statutes, which acknowledgement shall be maintained by the City during the term of this Agreement. If the Instructor has employees, subcontractors, volunteers, and agents, and those employees, subcontractors, volunteers, and agents will come into contact with minors on a regular basis, those employees must also follow the Mandated Reporter requirements. Instructors who have employees will be required to execute an Acknowledgement and Release of Information, which acknowledgement shall be maintained by the City during the term of this Agreement. 14. TB Test Requirements. If the Services include contact with minors, Instructor shall produce a certificate, issued by a licensed physician or other authorized agency, showing that within the last two years the Instructor has been examined and has been found to be free of communicable tuberculosis (TB). If the Instructor has employees, those employees must also follow the TB requirements set forth in this Agreement. Instructors who have employees, subcontractors, volunteers, and agents will be required to execute an Acknowledgement and Release of Information, which acknowledgement shall be maintained by the City during the term of this Agreement. 15. Fingerprint Requirements. If class/program is open to youth under the age of 18 years, Instructor and any of its employees, subcontractors, volunteers, and agents of the Instructor agrees to fulfill all fingerprint/background checks prior to the first class. Instructor and the Instructor's employees, subcontractors, volunteers, and agents, if any, are not eligible to work until the clearance is received from the Department of Justice and Instructor has been notified by a Parks & Community Services Department representative. 16. Transoortinq Particioants. Instructor or any of its employees, subcontractors, volunteers, and agents shall not transport any participant in his/her own vehicle. Transportation is the responsibility of the program participant. 17. Termination. City may cancel this Agreement at any time and without cause upon written notification to Instructor. Instructor may cancel this Agreement upon thirty (30) days' written notice to the other Parties and shall include in such notice the reasons for cancellation. City will pay Instructor for services completed per the Agreement up to the time of termination, if the Services have been completed in accordance with the Agreement. In addition, if the Instructor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of Gity, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, City at any time may terminate the engagement of the Instructor immediately and without written notice to the Instructor. Agreement for Contract Instructor Services By signing this Agreement, Instructor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. 18. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. Governing Law. The laws of the State of California will govern this Agreement. 20. omoliance with Aonlicable Laws. Instructor will comply with all applicable local, state and federal laws and regulations, including but not limited to, those prohibiting discrimination and harassment and will obtain and maintain a City of Dublin Business License for the term of this Agreement. 21. Licenses. If a license (e.g. franchise names or trademarks) of any kind, which term is intended to include evidence of registration, is required of Instructor or any of its employees, subcontractors, volunteers, or agents by federal or state law, Instructor warrants that such license has been obtained, is valid and in good standing, and Instructor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. 22. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 23. Agreement Administration and Notice. This Agreement shall be administered on behalf of the City by the City Manager or designee. Any written notice between the Parties shall be sent to: Mailing Address: City of Dublin Attn: Parks and Community Services Director 100 Civic Plaza Dublin, CA 94568 Phone: (925) 833-6645 Mailing Address: Arora Tennis &Fitness Attn: Akshay Arora 3169 Ridgefield Way Dublin, Ca 94568 Phone: (925) 699-7794 24. Integration, This Agreement, together with Schedule Summaries as described in Section 7 represents the entire and integrated agreement between City and the Instructor and supersedes all prior negotiations, representations or agreements, either written or oral. 25. Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 26. No Imolied Waiver of Breach. The waiver of performance or any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 27. Survival. All obligations arising prior to the termination of this Agreement and all the provisions of this Agreement allocating liability between City and Instructor will survive the termination of this agreement. CITY: By: Christopher L. Foss, City Manager Agreement for Contract Instructor Services INSTRUCTOR/BUSINESS By: Printed Name: Title: