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15-103 Studios Architecture for On-Call Design Review Consultants CITY OF SHORT FORM AGREEMENT (Less than$5,000) CITY OF CUPERTINO 10300 Torre Avenue C U P E RT 1 N O Cupertino,CA 95014 408-777-3200 NO yp((o l Z$ This Agreement,made and entered into this 1st day of July,2015,(the"Effective Date")is by and between the City of Cupertino(hereinafter"City")and Studios Architecture,405 Howard Street,Suite 588,San Francisco, California 94105(hereinafter"Contractor"),in consideration of their mutual covenants,the parties agree as follows: A. SCOPE OF SERVICES.Contractor shall provide or furnish the following specified services and/or materials:"On-Call"Design Review Consultation. Check box if services are further described in Exhibit A. B. TERM:The services and/or materials furnished under this Agreement shall commence on July 1,2015 and shall be completed no later than June 30,2016. C. COMPENSATION:For the full performance of this Agreement,CITY shall pay Contractor a total amount not to exceed FIVE THOUSAND dollars($5000.00),as set forth in Exhibit A.California Labor Code,Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of S 1,000.00.Contractor shall comply with all applicable provisions of law,including, without limitation,Labor Code Sections 1771, 1776, 1777.5 and 1810. D. EXHIBITS:The following attached exhibits hereby are made part of this Agreement: ©Exhibit"A"-Scope of Services and Compensation E]Exhibit"B"-Compensation []Exhibit"C"-Special Requirements GENERAL TERMS AND CONDITIONS 1.Bold Harmless.Contractor shall,to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, 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 Contractor or Contractor'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. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Contract. 2. 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. 3.Assignment.Contractor may not assign,transfer,or subcontract this Agreement or any portions thereof,without prior,%Titten consent of City. 4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an additional named insured, and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following requirements: (a)Workers'Compensation:Statutory coverage as required by the State of California. (b)Liability:Commercial general liability coverage in the following minimum limits: Pagel of 4 City of C'upeaiao-Studios Arcli teoure"On-Call"Desiga Re►tiew.FY 15-16 Bodily Injury: $500,000 each occurrence;$1,000,000 aggregate-all other Property Damage: $100,000 each occurrence;$250,000 aggregate If submitted,combined single limit policy with aggregate lunits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (c)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 (d)Professional Liability:Contractors in regulated professions shall maintain professional liability insurance which includes coverage for the professional acts,errors and omissions of Contractor in the amount of at least$1,000,000. 5.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. 6.Termination of Agreement.In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If Contractor fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default,and in addition to any other remedy available to the City by law,the City Manager may tenninate the Agreement by giving Contractor written notice thereof, which shall be effective immediately. The City Manager shall also have the option,at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon receipt of any notice of termination,Contractor shall immediately discontinue performance. 7. Mon-Discrimination. Contractor shall not discriminate against a job applicant, employee, City employee, or a citizen on the basis of race, color, national origin, ancestry,religion, gender, sexual orientation or other protected class of such person. 8.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.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. 9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain during the term of this Agreement,all appropriate permits,licenses,and certificates including but not limited to a City business license,that may be required in connection with the performance of services under this Agreement. 10.Reports and Records.Each and every report,draft,work product,snap,record and other document,hereinafter collectively referred to as "Report",reproduced,prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement, shall be the exclusive property of City. Contractor 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. Contractor may retain a copy of any report furnished to the City pursuant to this Agreement. Page 2 of 4 C.ityofCuperiuio—Snsdios Architecaue"On-Call"Design Review.FY IS-iG Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such infonnation required by City that relate to the perfoiniance of services under this Agreement, 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. Contractor 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 Contractor receives final payment from City for all services required under this agreement. 11.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: Tiffany Brown, Associate Planner, Community Development Department. In witness thereof,the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTIN By: 1 / By: Title: ! G� S'y7/A9 La . vre, Title.. Tax 1.15:. - APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT 1 t 0r- �" $5,000.00 CITY TAT R Y PROVE AS TO FORM DATE 2,8 CITY CLERK:AT ST DATE Page 3 of 4 Ciip of Cupertino—Studios Vchilecture"On-Call"Design Rc;zew.FT 15-16 Exhibit A Scope of Services and Compensation I. Scope of Services: Consultant shall provide Design Review Consultation services as requested by the City for various development projects in Cupertino. Staff assigned to the Project by Consultant shall be preapproved by the City of Cupertino Chief Building Official,and shall be removed immediately upon City's request and replaced with an approved substitute. II. Compensation: City shall compensate Consultant for professional services 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 hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Section 1 of this Exhibit and reimbursable expenses up to a total of FIVE THOUSAND DOLLARS ($5,000.00).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. III. Rates: Hourly Rate: $150/hour,for an estimated 33 hours,not to exceed$5,000 IV. Title: "On-Call"Design Review Consultation V. Invoices In order to request payment,Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges(including a summary of work performed during that quarter,personnel who performed the services,hours worked,task(s)for which work was performed). VI. Reimbursable Expenses Normal project related reimbursable expenses such as printing,postage, delivery services,long distance phone calls (excluding 405,510,and 650 area codes),facsimile transmissions,mileage,CADD plots,and special project-related supplies will be charged at 1.1 times the cost to STUDIOS. VII. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request,a detailed written proposal including a description of the scope of additional services,schedule, and proposed maximum compensation. City of Cupertino—Studios Architecture"On-Call'Design Review,FY 15-16