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11-037 SSA Landscape Architects, Inc., Design Charette for Blackberry Farm Golf Course Irrigation ProjectCITY OF a CUPERTINO AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 408-777 -3200 BY THIS AGREEMEN , made and entered into this 7th day of April, 2011, by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and SSA Landscape Architects, Inc., 303 Potrero Street, Suite 40-C, Santa Cruz, CA 95060, Phone: 831-459-0455 (Hereinafter referred as CONSUL TANT), in consideration of their mutual covenants, the parties hereto agree as follows: CONSUL TANT shall provide or furnish the following specified services and/or materials: Design Charette for Blackberry Farm Golf Course Irrigation Project EXHIBITS: The following attached exhibits hereby are made part of this Agreement: NONE TERMS: The services and/or materials furnished under this Agreement shall commence on April 7, 2011 and shall be completed before December 31, 2011. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONSULTANT: Time and Material Costs Basis, Not to Exceed $10,000.00 without City written Approval California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. B. Claims for other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Insurance. Should the City require evidence of insurability, Consultant shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative Services. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Consultant. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Consultant shall be deemed to be an independent consultant and Consultant is not authorized to bind the City to any contracts or other obligations in executing this agreement. Consultant certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes. This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME: Terry W. Greene, AIA, City Architect, Department of Public Works, 408-777-3354 This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. ::~ Name: ~>Jfa\t ~l~ Title r~l ~&tr Soc. Sec. #orTax l.D 71·-030 60b~~ CITY OF CUPERTINO: By~~~=--~~~~=====::~~~~~ Name: Terry W. Greene, AIA Title: City Architect EXPENDITURE DISTRIBUTION $10,000.00