15-148 Agreement, Wilfred Jarvis Institute, consulting services for planning division staff retreatCITY OF
AGREEMENT
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino, CA 95014
� u P��t�°� Nn 408-777-3200 NO. 2016-261
THIS AGREEMENT, made and entered into this 25� day of August, 2015 is by and between the CITY OF
CUPERTINO (Hereinafter "CITY") and The dVilfred jarvis Instituie�
Cugertino California 95014, Hereinafter "CONTRACTOR"), in consideratinn of their mutual
covenant5, the paxties agree as follows:
CONTRACTOR shall provide or furnish the following specified services and/or rnaterials: Professional
consulting services for the planning division s#aff re#reat on Sepfiernber 17, 2015.
Check box if services are further described in an Exhibit. �
EXHI��TS: The following attached exhibits hereby are made part of this Agreernent: Exhibit A.
TERM: The services and/or materials furnished under this Agreement comrnence on August 25th, 2015 and
shall be cornpleted no later than September 17�, 2015.
COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: One
Thousand, '�wo Hund�red and Fifty Dollars (�1,250).
California Labor Code, 5ection 1771 rec�uires the payment of prevailing wages to all workers employed on a
Public Works contract in excess of $1,000.00.
GEN�EI{AL T�RMS AND CONDITIONS
Hold Harmless. Contractor shall, to the fullest extent allowed by law', indemnify, defend, and hold
harmless the City and its of�icers, officials, agents, employees and volunteers against any and all liability,
clairns, stap notices, actions, causes of action or demands whatsoever from and against any of them,
including any injuxy 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 Agxeement 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.
Subeontracfiing. Contractor has been retained due to their unique skills and Contractor may not substitute
another, assign or transfer any rights or obligatioans under this Agreement. Unless prior written consent
frorn City is obtained, only those people whose names are listed this Agreernent shall be used in the
performance of this Agreement.
Assignrnent. Contractor may not assign or transfer this Agreernent, withaut prior written consent of CITY.
Agreement — Wilfred Jarvis Institute, Professional Consulting 5ervices Page 1 of 3
Insurance. Contracfior shall £ile with City a Certificate of Insurance consistent with the following
requirements
Coverage:
Contractor shall maintain the following insurance coverage:
(1) Workers' Corn�ensation: (Not applicable - campany does not have employees)
Statutory coverage as required by the State of California. (
(2) Lia, bilitv:
Commercial ger►eral liability cove�rage in the following mirumurn lirnits:
Bodily Injury: $500,000
each occurrence
$1,000,000
aggregate - all other
Propexty Dama�e: $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 lirnits shown
abr�ve.
(3� Automotive:
Comprehensive automotive liabilifiy coverage in the following minimum lirnits:
Bodily Injury: $300,000 each occurrence
Property Damage: $50,000 each occurrence
or
Cornbined 5ingle Lirnit: $300,000 each occurrence
Subrogation Waiver. Contractar agrees that in the event of loss due to any o� the perils for which it has
agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to
its ittsurance for recovery. Contractor hereby grants to Ciky, on behalf of any insurer providing
cornprehensive general and autornotive liability insurance to either Cantractor or City with respect to the
services of Contractor he�ein, a waiver af any right to subrogation which any such insurer of said
Gontractor may acquire against City by virtue of the payment af any loss under such insurance.
Termination of Agreement. The City reserves the right to terrninate this Agreement with or without cause
with a seven (7)-day notice. The Contractor may terminate this Agreernent with or without cause with a
seven (7)-day written notice.
Non-Discriminatian. No discrirnination shall be made in the employnnent of persons undex this
Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of
such person
Interest of Confractor. Tt is understood anc� agreed that this Agreement is not a contract af employment in
the sense that the relationship of rnaste� and servant exists between City and undersigned. At all timcs,
Contractor shall be deemed to be an independ�nt 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 anq financial interest under this Agreernent is an officer or employee of City. City shall
Agreement — Wilf.red Jarvis Tnstitute, Professional Consulting Services Page 2 of 3
have no right of control as to the manner Contractor performs the services to be performed. Nevertheless,
City may, at any time, observe the rnanner in which such services are being performed by the contractor.
The Contractor shall coznply 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 oi the City.
CONTRACT CO-ORDINATOR and representative for CITY shall be:
NAME: Jnlia Kinst DEPARTMENT: Cornmunity Devel��ment
This Agreement shall becorne effective upon its execution by CITY, in witness thereof, the parties have
executed this Agreement the day and year first written above.
CONTRACTOR:
By
� �'��%��..
Title P�'�sident, the Wilfred Jarvis Institute
APPROVALS
CITY OF CUPERTINO:
sy�,,"°'`
Ti e:Assistant Director, Cornmunitlr Develo�.
�XPEND�TURE DISTRIBUTION
DEPARTMElVT HEAD �`� ACCOUNT NUMBER AMOUNT
DATE � PO #2016-261 $1,250.00
CITY ATTORN APPROVED AS T�.�ORM Acct #100�70-701 600-605
�
DATE � ��
CITY CLERK: ATTEST
DATE � 1r � �
Agreernent — Wilfred Jarvis Institute, Professional Consulting Services Page 3 of 3
Exhibit A
S�ape of Services and Cornpensation
I. Scope of Services: Consultant shall provide professional consulting services as
requested by City for a Planning Division Retreat in Cupertino, (the "Project"),
including developing meeting agenda, one-way travel time, facilitating rneeting and
preparing final report if applicable.
II. Compensation:
City shall compensate Consultant for professional servites in accordance with the terrns
and conditions of fihis Agreement based on the rates and compEnsation schedule set
forth below. Coinpensation shall be calculated based on the hourly rates set farth 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 reirnbursable expenses shall not exceed a
total of (ONE THOUSAND TWO HUNDRED AND FIFTY DOLLARS) ($1,250 .00). Any
work perforrned or expenses incurred for which payment would result in a total
exceeding the rnaxirnum amaunt of compensation set forth herein shall be at no cost to
the City.
III. Rates:
Haurly Rate: $250/hour, for an estimated 5.0 hours, not to exceed $1,250.00
IV. Title: Plannin.g Divisian Retreafi on Thursday, September 17�, 2015
V. Invoices
In order to request payrnent, Consultant shall submit an invoice to the CITY describing
the services performed and the applicable charges (including a sumrnary oF work
performed during that quarter, personnel who performed the sexvices, hours worked,
task(s) for which wark was performed). .
VT. Reirnbursable Expenses
Prafessional consulting servic�s for Planning Division Retreat on September 17th, 2015
plus any travel time or nneefiing attendance, efic.
VII. Additional Services
Consultant shall provide additional services outside of the services identified in Exhibit
A only by advance written authorizatian from the City's Project Manager prior to
connrnencement of any additioxtal services. Consultant sha11 subznit, at the Project
Manager's requesfi, a detailed written proposal including a description of the scope of
additional services, schedule, and proposed maximum compensatian.