21-001 Amendment #1 dated 8-19-24 Dan Gertmenian for Educational Classes and Educational Events1
FIRST AMENDMENT TO AGREEMENT 21-001 BETWEEN THE CITY OF
CUPERTINO AND DAN GERTMENIAN FOR MATH OLYMPIADS, MATH
OLYMPIADS HONORS, MATH OLYMPIAD ACCELERATED, CHESS, MATH
THEMED EVENTS, CHESS EVENTS, INFORMATION NIGHTS, TRIAL MATH
CLASSES, OPTIONAL PARTICIPANT EVENTS, PARENT-CHILD MATH
OLYMPIAD CLASSES, AMC-8 PREPARATORY CLASSES
This First Amendment to Agreement 21-001 is by and between the City of Cupertino, a
municipal corporation (hereinafter "City") and DAN GERTMENIAN, a Sole Proprietorship/
Individual (“Contractor”) whose address is 167 ACALANES DR, #15, SUNNYVALE, CA 94086,
and is made with reference to the following:
RECITALS:
A. On June 25, 2021, Agreement 21-001 (“Agreement”) was entered into by and between
City and Contractor for Math Olympiads, Math Olympiads Honors, Math Olympiad
Accelerated, Chess, Math Themed Events, Chess Events, Information Nights, Trial Math
Classes, Optional Participant Events, Parent-Child Math Olympiad Classes, AMC-8
Preparatory Classes.
B. City and Contractor desire to modify the Agreement on the terms and conditions set
forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. Paragraph 3 of the Agreement is modified to read as follows:
Term. This contract begins on the Effective Date and ends on 08/31/2025 (“Contract Time”),
unless extended or terminated as provided herein. Time is of the essence and Contractor must
have sufficient time, resources, and qualified staff to deliver the Services as required.
Contractor must promptly notify City of any actual or potential delays to afford the Parties
adequate opportunity to address or mitigate such delays. The City’s appropriate department
head or the City Manager may extend the Contract Time through a written amendment to this
Agreement, provided such extension does not include additional contract funds. Extensions
requiring additional contract funds are subject to the City’s purchasing policy.
2. Paragraph 4 of the Agreement is modified to read as follows:
Compensation. City will pay Contractor for satisfactory performance of the Services an
amount that will be based upon actual costs but that will be capped so as not to exceed
$879,348 (“Contract Price”), based upon the Scope of Services, budget, performance schedule,
and rates included in Exhibit A. The maximum compensation includes all costs, expenses, and
reimbursements and will remain in place even if Contractor’s actual costs exceed the capped
amount. Contractor must submit invoices and the information required in Exhibit A in order to
receive payment. City will compensate Contractor within thirty (30) days after approval of
written invoices.
Invoices are subject to review and audit by City during regular business hours upon 24 hours’
notice. Contractor must maintain complete and accurate records of payrolls, expenditures,
disbursements and other cost items charged to City or establishing the basis for an invoice, for
a minimum of four (4) years from the date of the final payment.
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3. Paragraph 5.2 of the Agreement is modified to read as follows:
Contractor is solely responsible for the payment of employment taxes incurred under this
Agreement and any similar federal or state taxes. Contractor and any of its employees, agents,
and subcontractors shall not have any claim under this Agreement or otherwise against City for
seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance,
medical care, hospital care, insurance benefits, social security, disability, unemployment,
workers compensation or employee benefits of any kind. Contractor shall be solely liable for
and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to
Contractor’s business including, but not limited to, federal and state income taxes. City shall
have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing
services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or
administrative authority, including but not limited to the California Public Employees
Retirement System (PERs) to be eligible for enrollment in PERS as an employee of City,
Contractor shall indemnify, defend, and hold harmless City for the payment of any employee
and/or employer contributions for PERS benefits on behalf of Contractor or its employees,
agents, or subcontractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of City, and actual attorney’s fees
incurred by City in connection with the above.
4. Exhibit A of the Agreement is modified as follows under the following section (s):
Compensation for CONTRACTOR Services:
Contractor shall be compensated for services performed pursuant to this Agreement.
For a class taught in person, 65% of the resident fee based on final class rosters, minus copier
use fees.
City and Contractor may mutually agree for Contractor to teach a class online rather than in
person, provided that City and Contractor reach agreement for compensation for that online
class. Compensation for that online class shall be specified in writing in a separate side
agreement before online instruction for a class begins.
The total compensation to the Contractor shall not exceed $879,348.
5. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
Date
DAN GERTMENIAN
By
Title
Date
EXPENDITURE DISTRIBUTION
Item PO Number Amount
Base Amount 2022-89, 2023-57, 2024-100 773,043.00
First Amendment 106,305.00
- - 879,348.00
Mr. G.
Teacher
Aug 16, 2024
Christopher D. Jensen
City Manager
Aug 18, 2024
Aug 19, 2024
Updated 06/23/21
EXHIBIT C
AFFIDAVIT OF NO EMPLOYEES
State of California
County of Santa Clara
City of Cupertino
I, the undersigned, declare as follows:
I am an independent contractor and the owner of Dan Gertmenian.
I wish to enter into a services contract with the City of Cupertino. I am fully aware of the
provisions of section 3700 of the California Labor Code, which requires every employer to
provide Workers' Compensation coverage for employees in accordance with the provisions
of that Code. I am also aware that I must provide proof of workers’ compensation insurance
to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the
City of Cupertino’s contract.
I hereby certify that I do not have any employees nor will I have any employees working for
me or my business during the term of any service contract with the City of Cupertino. I am
not required to have Workers’ Compensation insurance.
I declare under penalty of perjury under the laws of the State of California that the foregoing
is true and correct.
Executed on this ____day of ____________, 2024, at , California.
______________________________
PRINT NAME
______________________________
SIGNATURE
Mr. G.
16 August Cupertino
Mr. G.
Educational Classes and Educational Events
Final Audit Report 2024-08-19
Created:2024-06-27
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA8Mwq4gqBjAwKkCuHhJ5luBUAg7KYNRvo
"Educational Classes and Educational Events" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2024-06-27 - 4:03:33 PM GMT- IP address: 35.229.54.2
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Agreement completed.
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