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13-069 Shivani Tripathi Consulting service for converting City's flash player to HTML5 - Phase II CITY OF AGREEMENT CITY OF CUF'ERTINO 10300 Torre Avenue 40S1'�9 / Cupertino, CA 95014 / P.r—CP0`-r-�— C U P E RT 1 N 408-777-3200 NO THIS AGREEMENT, made and entered into this I day of MAy 2°1 3 is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and SHIVAN+ TfL)PAT►i1 C©NSULTINc1 . " Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: COnver Cc hiS FQash yek' F-rTM Ls - PKR 11 ( Ply Ql-�;rL Check box if services are further described in an Exhibit. x EXHIBITS: The following attached exhibits hereby are made part of this Agreement: TERM: The services and/or materials furnished under this Agreement shall commence on c II 2013 and shall be completed no later than 711212-0(3 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $ 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. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, 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, arising out of, pertaining to, or related to the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor 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. 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. Page 1 of 3 Short Form Agreement Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Page 2 of 3 Short Form Agreement Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a seven (7)-day notice. The Contractor may terminate this Agreement with or without cause with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. 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, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations 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 City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. 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: / i l lac iw _DEPARTMENT: C4,C1 Ilia het?,,,) 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. CONTRACTOR: CITY OF CUPERTINO: By SNIVANI - 10111-1 By By /Jfd1u Title PROP. Title: 141-h rbLC��GS'I Soc. Sec. #or Tax I.D J APPROV• / / EXPENDITURE DISTRIBUTION DEPA: )076—' DATE • ► ► u: tu�1gfoorm CITY A RNEY •PPR NED A' TO:- DATE 1 , • ,I 5/ 31 l � CITY CLERK: ATT DATE S73( rr � Page 3 of 3 Short Form Agreement E X iu h'r- A Shivani Tripathi Consulting Contract #: Scope of Work Convert of City's Flash Player to HTML 5 — Phase II Date: 5/1/2013 City of Cupertino Description Project Requirement: 1. Create the inherited Adobe Media Server Flash player as the city new Flash player. 2. Getting the embedded code to work all main browsers, in mobile and non- mobile platform for Windows and Mac. 3. Migration of current video View/upload applications and modifying them to the new video player needs accordingly. 4. Make the changes/updates in the Database table. 5. Setting up the environment for ASP.net applications. 6. Creating batch jobs included in migration such as setting up the database backup, crawl text file etc. 7. Migrate and modify the current apps to accommodate the new video player. On City channel schedule page the size of video player has changed, so code changes are required on the schedule page and full testing is needed. 8. Track the video hits. 9. Add Search functionality to external player with playlist. 10. Build Backup database utility 11. Back-up code 12.Write process/procedural documents Total Project Cost $5,000