14-071 G4 Global Tech Inc. for consultant sevices for Incident Report Project OFFICE OF THE CITY CLI=IRK
CITY HALL
LM 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255
TELEPHONE: (408)777-3223• FAX: (408)777-3366
C U P E RT I N O W EBSITE:www.cupertino.org
April 29, 2014
G4 Global Tech Incorporated
2048 Palace Way
Allen, TX 75013
Re: Agreement for Contract Services
Enclosed is a fully executed copy of the above stated agreement with the City of Cupertino.
If you have any questions or need additional information, please contact the Parks and
Recreation department at 408-777-3120.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Parks &Recreation
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND G4 GLOBAL TECH.
INC RATED FOR CONSULTANT SERVICES FOR INCIDENT REPORTER
PROI ECT
V,
THIS AGREEMENT, for reference dated March 31, 2014, is by and between CITY
OF CUPERTINO, a municipal corporation (hereinafter referred to as "City'), and G4_
GLOBAL TECH INCORPORATED, a Texas corporation whose address is 2048 Palace
Way, Allen, Texas (hereinafter referred to as "Consultant"), and is made with reference
to the following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business as it
is now being conducted under the Constitution and the statutes of the State of
California and the Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to enhance
existing Web-based Incident Reporter pilot project which will be required by
this Agreement and possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this
Agreement on the terms and conditions described herein.
C. City and Consultant desire to enter into an agreement for
upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM:
The term of this Agreement shall commence on April 2, 2014, and shall terminate
on June 30, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A," attached
hereto and incorporated herein by this reference (the "Services"), in accordance with the
terms and conditions set forth in this agreement and the project schedule set forth in
Exhibit "B".
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Consultant's Project Manager to represent consultant during the day-to-day
work on the Project is Khalid Rezwan. C'onsultant's Project Manager shall have
supervisory responsibility for the performance, progress, and execution of the Services.
If circumstances cause the substitution of the project director, project coordinator, or
any other key personnel for any reason, the appointment of a substitute project director
and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the City. Consultant, at City's request, also agrees to promptly
remove personnel who City finds do not perform the Services in an acceptable manner.
3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for services performed pursuant to this
Agreement in the amount set forth in Exhibit "C" which is attached hereto and
incorporated herein by this reference.
4. TIME IS OF THE ESSENCE:
Consultant and City agree that time is; of the essence regarding the performance
of this Agreement.
5. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate
with the prevailing standards of like professionals in the San Francisco Bay Area and
agrees that all services shall be performed by qualified and experienced personnel who
are not employed by the City nor have any contractual relationship with City.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this
Agreement is that of employer-independent contractor. The manner and means of
conducting the work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No civil
service status or other right of employment will be acquired by virtue of Consultant's
services. None of the benefits provided by City to its employees, including but not
limited to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Consultant, its employees or agents. Deductions shall
not be made for any state or federal. taxes,. FICA payments, PERS payments, or other
purposes normally associated with an employer-employee relationship from any fees
due Consultant. Payments of the above :items, if required, are the responsibility of
Consultant.
6. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and
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employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations.
Consultant shall indemnify and hold City harmless from and against any loss, damage,
liability, costs or expenses arising from any noncompliance of this provision by
Consultant.
7. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Consultant or Consultant's employee or subcontractor on the basis of race, religious
creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy,
sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all
violations of this provision shall constitute a material breach of this Agreement.
8. HOLD HARMLESS
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, whether physical, emotional, consequential or otherwise,
arising out, pertaining to, or related to the performance of this Agreement by
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.
9. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall
furnish City with certificates showing the t-ype, amount, class of operations covered,
effective dates and dates of expiration of insurance coverage in compliance with
paragraphs 9A, B, C, D and E. Such certificates, which do not limit Consultant's
indemnification, shall also contain substantially the following statement: "Should any
of the above insurance covered by this certificate be canceled or coverage reduced
before the expiration date thereof, the insurer affording coverage shall provide thirty
(30) days' advance written notice to the City of Cupertino by certified mail, Attention:
City Manager." It is agreed that Consultant shall maintain in force at all times during
the performance of this Agreement all appropriate coverage of insurance required by
this Agreement with an insurance company that is acceptable to City and licensed to do
insurance business in the State of California. Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant 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: $500,000
each i occurrence
$1,000,000
aggregate - all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in
the amounts of$1,000,000 will be considered equivalent to the
required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the following
minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage for the
professional acts, errors and omissions of Consultant in the amount
of at least $1,000,000.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for which
he/she has agreed. to provide comprehensive general and automotive liability insurance,
Consultant shall took solely to his/her insurance for recovery. Consultant hereby grants
to City, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either Consultant or City with respect to the services of Consultant
herein, a waiver of any right to subrogation which any such insurer of said Consultant
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may acquire against City by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or maintain
the foregoing insurance, City shall be permitted to obtain such insurance in the
Consultant's name or as an agent of the Consultant and shall be compensated by the
Consultant for the costs of the insurance premiums at the maximum rate permitted by
law and computed from the date written notice is received that the premiums have not
been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverage, except
any professional liability insurance, required by this Agreement. The naming of an
additional insured shall not affect any recovery to which such additional insured would
be entitled under this policy if not named as such additional insured. An additional
insured named herein shall not be held liable for any premium, deductible portion of
any loss, or expense of any nature on this policy or any extension thereof. Any other
insurance held by an additional insured shall not be required to contribute anything
toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to
protect Consultant. Consultant is advised to confer with Consultant's insurance broker
to determine adequate coverage for Consultant.
10. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform
the services required by this Agreement. Consultant may be required to fill out a
conflict of interest form if the services provided under this Agreement require
Consultant to make certain governmental decisions or serve in a staff capacity as
defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
11. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly, by operation of law or otherwise, without
prior written consent of City. Any attempt to do so without said consent shall be null
and void, and any assignee, sub-lessee, hypothecate or transferee shall acquire no right
or interest by reason of such attempted assignment, hypothecation or transfer.
However, claims for money by Consultant from City under this Agreement may be
assigned to a bank, trust company or other financial institution without prior written
consent. Written notice of such assignment shall be promptly furnished to City by
Consultant.
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The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner or joint-
venture or syndicate member or co-tenant:, if Consultant is a partnership or joint
venture or syndicate or co-tenancy, which shall result in changing the control of
Consultant, shall be construed as an assignment of this Agreement. Control means fifty
percent (50%) or more of the voting power of the corporation.
12. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall be used
in the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall
be required to furnish proof of workers' compensation insurance and shall also be
required to carry general, automobile and professional liability insurance in reasonable
conformity to the insurance carried by Consultant. In addition, any work or services
subcontracted hereunder shall be subject to each provision of this Agreement.
13. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the term of
this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a City Business License, that may be required in connection with the
performance of services hereunder.
14. REPORTS:
A. Each and every report, draft:, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or
caused to be prepared by Consultant pursuant to or in connection with this Agreement,
shall be the exclusive property of City. Consultant shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City
the copyright to Reports created pursuant to this Agreement. Any Report, information
and data acquired or required by this Agreement shall become the property of City, and
all publication rights are reserved to City. Consultant may retain a copy of any report
furnished to the City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in execution or
implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as at)propriate.
C. Consultant shall, at such time and in such form as City may require,
f.
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be printed on
recycled paper. All Reports shall be copied on both sides of the paper except for one
original, which shall be single sided.
E. No Report, information or other data given to or prepared or assembled
by Consultant pursuant to this Agreement shall be made available to any individual or
organization by Consultant without prior approval by City.
15. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in sufficient
detail to permit an evaluation of services. All such records shall be maintained in
accordance with generally accepted accounting principles and shall. be clearly identified
and readily accessible. Consultant shall provide free access to such books and records
to the representatives of City or its designees at all proper times, and gives City the
right to examine and audit same, and to make transcripts therefrom as necessary, and to
allow inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be kept separate
from other documents and records and shall be maintained for a period of three (3)
years after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns
raised by City's preliminary examination or audit of records, and the City's
supplemental examination or audit of the records discloses a failure to adhere to
appropriate internal financial controls, or other breach of contract or failure to act in
good faith, then Consultant shall reimburse City for all reasonable costs and expenses
associated with the supplemental examination or audit.
16. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after the deposit thereof in the United States
Mail, postage prepaid, registered or certified, addressed as hereinafter provided.
All notices, demands, requests, or approvals from Consultant to City shall be
addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
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Attention: Carol Atwood
All notices, demands, requests, or approvals from City to Consultant shall be
addressed to Consultant at:
G4 Global Tech., Inc.
2048 Palace Way,
Allen, TX 75013
agehlotog4globaltech.com
17. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules
and regulations enacted or issued by City.
18. RESTRICTIONS ON LOBBYING:
This Agreement is subject to 24CFR 87 which prohibits the payment of Federal
funds to any person for influencing or attempting to influence, any public officer or
employee in connection with the award, making, entering into, extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or
agreement.
19. CONFLICT OF LAW:
This Agreement shall be interpreted. under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application of laws
of another jurisdiction. The Agreement and obligations of the parties are subject to all
valid laws, orders, rules, and regulations of the authorities having jurisdiction over this
Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of
the County of Santa Clara, State of California.
20. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any kind
pertaining to the services performed under this Agreement unless prior written
approval has been secured from City to do otherwise.
21. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of' any subsequent breach of the same or any
other term, covenant, or condition contained. herein, whether of the same or a different
character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
23. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement
shall be deemed to be enacted herein, and the Agreement shall be read and enforced as
though each were included herein. If through mistake or otherwise, any such provision
is not inserted or is not correctly inserted, the Agreement shall be amended to make
such insertion on application by either party.
24. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the
Agreement and in no way affect, limit or amplify the terms or provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
G4 Global Tech, Inc. A Municipal Corporation
By By CAB.6 L k=nuQSD
Titl v Title -T10 n]
Date Date 4
RECOMMENDED FOR APPROVAL:
Title: Director of Parks & Recreation
APPROVED AS TO FORM:
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City Attorney
ATTEST:
�l City Clerk
1 C,
EXHIBIT- A
SCOPE 017 WORK
G4 GLOBAL TECH
INCIDENT REPORTER PROJECT
Scope of work for Incident Reporter Application: Incident Reporter application is a
web-based Emergency Reporting tool that facilitates collection of current status
information about critical facilities.
A. Development (70%)
1. Develop Incident Reporter application with capability to load and edit critical facilities
dynamically
2. Develop capability to have administrators based on city
3. Develop smartphone compatibility for Incident reporter application
4. Develop user guide for Incident Reporter application
B. Support and Maintenance (30%)
1. Provide training to application administrators
2. Provide extended support for bug fixes and minor changes
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Exhibit B
SCHEDULE
Consultant shall perform the Services so as to complete each milestone within the number of
days/weeks specified below. The time to complete each milestone may be. increased or
decreased by mutual written agreement of the project managers for Consultant and City so long
as all work is completed within the term of the Agreement. Consultant shall provide a detailed
schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to
proceed.
A. Development:
Task Number of Weeks Timeframe
Task A.1 2 Weeks Aril 2014
Task A.2 3 Weeks Aril 2014
Task A.3 3 Weeks May 2014
Task A.4 1 Week May 2014
B. Support and Maintenance
Task B.1 1 Week June 2014
Task B.2 N/A June 2014
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Exhibit C
COMPENSATION
City shall compensate Consultant for professional services performed in accordance with the
terms and conditions of this Agreement based on the rates and compensation schedule set forth
below. Compensation shall be calculated based on the rates.set forth below up to the not to
exceed budget amount for each task set forth below.
The compensation to be paid to Consultant under this Agreement for all services described in
Exhibit "A" and reimbursable expenses shall not exceed the amounts set forth below, for a total
amount for the services described in Exhibit A not to exceed $21,000. Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount
of compensation set.forth herein shall be at no cost to the City.
Task Not-to-exceed Amount
A.1 $3200.00
A.2 $4800.00
A.3 $4800.00
A.4 $1600.00
B.1 $1600.00
B.2 $5000.00
Total Not to Exceed Amount $21,000.00
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