16-134 Studios Architecture, On-Call Design Review ConsultationCITY OF
fl SHORT FORM AGREEMENT
CUPERTINO
(Less than $5,000)
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino, CA 950 I 4
408 -777 -3200 NO. 2017-
This Agreement, made and e ntered into this 1st day of Jul y, 2016, (the "Effective Date") is by and b etween the
City of Cupertino (hereinafter "C ity") and Studios Architecture, 405 Howard Street, Suite 588 , San Francisco,
Ca li fornia 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 se rvices are further described in Exhibit A. ~
B . TERM : The services and /or materials furnished under this Agreement shall commence on July 1, 2016 and
shall be completed no later than June 30, 2017.
C . COMPENSATION : For the full performance of this Agreement, CITY sh a ll pay Co ntractor 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 $1,000.00. Contractor shall comply with all applicable provisions of Jaw , including,
without limitation , Labor Code Sections 1771 , 1776 , 1777.5 a nd 1810.
D. EXHIBITS: The following attached exhibits h e reby are made part of this Agreement:
~Ex hibit "A"-Scope of Services and Compensation
DExhibit "B"-Compensation
DExhib it "C"-Special Requirements
GENERAL TERMS AND CONDITIONS
1. Hold Harmless. Contractor shall , to the fulle st 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 , a nd hold harmless the City and it s officers, officials, agents, e mployees and volunteers from and
against any and a ll li a bility, claims, actions, causes of action or demands whatsoever aga in st any of them, including
a ny 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, pe1tainin g to , or related to the negli gen t 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 sk ills and Contractor may not substitute another,
assign or transfer any rights or obligations under this Agreement. Un less prior written consent from City is obtained,
only those people w hose names are li sted this Agreement shall be used in the p erfo rm a nce of this Agreement.
3. Assignment. Contractor may not assign, transfer, or subcontract this Agreement or any portion s thereof, wit hout
prior written consent of City.
4. Insurance. Contractor shall maintain the following in s urance coverage, with the City as a n add itional named
insured , and provide a Certificate of Insurance and Additional Insured Endorsement consistent w ith the following
requirements:
(a) Workers' Compensation: Statutory coverage as required by the State of California.
(b) Liability: Com m erc ial genera l liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence; $1,000,000 aggregate -all other
City of Cupc nin o -Stu dios Arc hitec ture "On-Ca ll " Des ign Rev ie w, FY 16-17
Prope rty Da ma ge : $100 ,000 e ach occurre nce ; $25 0 ,000 aggregate
If submitted , combin ed sin g le limit po li cy w ith aggregate limits in th e a mo unt s o f $1,000,0 00 w ill b e
con sid e red e qui va le nt to the required minimum limit s s ho wn a bo ve.
(c) Automotive : Comprehen sive a ut o moti ve li a bility co ve ra ge in th e fo llo w in g minimum limits:
Bodil y Injury : $5 00,000 eac h occurrence
Propert y Da ma ge : $ 1 00,000 each occurrence
or
Combined Sin gle Limit : $500,000 each oc curren ce
(d) Professional Liabilitv: Contra c tors in regul a ted profess ion s s hall ma int a in pro fess ion a l lia bility
in s urance whi c h includes cove rage fo r the pro fess ional act s, e rrors and omi ssio ns of Cont rac to r in th e a mount o f at
least $1,000,000 .
5. Subrogation Waiver. Co ntractor ag rees that in the event o f lo ss du e to a ny of th e peril s fo r whi ch it has ag reed to
pro vid e comprehe ns ive general and a utomot ive liability in s uranc e, Contractor s ha ll lo o k so le ly to its in s uran ce fo r
reco ve ry . Contractor here by grants to C it y , on be ha lf o f an y in s ure r pro v idin g compre hen sive gene ral and a utomoti ve
li a bility in s urance to eith er C ontracto r or C it y with re s pec t to the serv ices of C ontractor here in , a wa ive r of an y ri ght
to s ubro gati on whi ch any s uc h in s ur er o f sa id Contra cto r may acqu ire again st C ity by v irtu e o f th e payment o f any
loss und e r s uc h in s uran ce .
6. Termination of Agreement. In th e e ve nt Co ntra ctor fa il s or refu ses to perform a ny of th e pro vis ion s hereof at th e
tim e a nd in th e manne r required here und er, Co ntra cto r shall b e d ee med in defa ult in the p er fo rm a nce of t hi s
Agreeme nt. If C ontrac to r fa il s to c ur e the defa ult w ithin th e time sp ecifi ed and accordin g to th e require ments set fo rth
in C it y 's written noti ce o f d e fault , a nd in additi o n to a ny oth e r remed y ava il a bl e to th e City by law, th e C it y Mana ge r
may te rmin ate th e Ag ree me nt b y g ivin g Contrac to r writte n notice th ereof, whi ch shall b e e ffecti ve imme di ate ly. The
C it y M anager s ha ll a lso have th e o pti o n, at it s so le di scre ti o n and w ith o ut ca use , of te rm ina tin g thi s Agreeme nt by
g iv in g seven (7) cale nd a r days' pri o r writt en no ti ce to Cont ractor as p ro vid ed here in . U p o n receipt of a ny noti ce of
te rmination , Co ntractor s ha ll imm edi a te ly di scontinue p e r fo rmance.
7. Non-Discrimination. Co ntra cto r s ha ll no t di scr im inate aga in st a j o b a ppli cant, e mpl oyee , C it y e mpl oyee, o r a
citi ze n o n th e bas is of race, color, nati o nal ori g in , ance stry, re li g ion , ge nd er, sex ua l o rienta ti o n o r oth er protecte d c la ss
o f s uc h person .
8. Interest of Contractor . It is und e rstood a nd agreed tha t thi s Agree me nt is not a cont rac t o f e mpl oyment in th e
sen se that th e re lation s hip o f master a nd serva nt ex ists between C it y a nd und e rs ig ned. A t a ll times, Co ntrac to r sha ll
be deemed to b e an inde pe ndent co ntractor and Contractor is not a uth o ri zed to bind th e C it y to a ny contracts or oth er
o bli gation s in executing t hi s Agre e ment. Contrac tor ce rti fies that no o ne who ha s or w ill have any fin anci a l interes t
und er th is Agreement is an o ffi cer o r e mplo yee of C it y . C it y sha ll have no ri g ht of control as to th e mann e r C ontractor
pe r fo rm s th e ser vice s to be p e rfo rm ed . Neverth e less , C it y may , at a n y time, obse rv e the manner in whi ch s uc h services
are b ein g perfo rmed by th e contractor. C ontractor shall co mpl y w ith a ll a pplica bl e Fed eral , State, and loca l la ws and
ordin ances including, but no t limited to, un e mpl oyment in s urance be ne fit s, FI CA laws, and th e C it y bus in ess li cen se
ordina nce.
9. Permits and Licens es. C ontrac to r, at hi s/he r o wn ex p ense, sha ll o bta in and mainta in durin g th e term of thi s
Agreement, a ll a ppropri a te p em1it s, li censes, a nd certific a tes includin g but not limite d to a C ity bu s in ess lic ense, th at
may be required in c onn ection w ith th e p er fo rm a nce o f serv ices und er thi s Agreeme nt.
10. Reports and Records. Each and every re po rt , draft, wo rk produ c t, ma p, record a nd oth er doc um e nt , hereinafte r
coll ecti vel y referred to as "Re port", re produc ed, pre pared or cau se d to be pre pa red by Contrac tor purs uant to o r in
co nn ection w ith this A g reement, sha ll be th e exc lu s ive prope rt y o f C it y . Contracto r sha ll no t copyri g ht a ny Re po rt
required by thi s A g reeme nt and shall exec ute a ppropriate doc ume nts to ass ig n to C it y th e copyri g ht to Re p ort s c reated
purs ua nt to thi s Agreeme nt. An y Re port, information a nd d ata acquired or required b y thi s A greeme nt sha ll become
th e property of C ity, a nd a ll publi ca ti o n ri g ht s are reserve d to C it y . Co ntracto r ma y reta in a copy o f any re p o rt
furni shed to th e C it y purs uant to thi s Agreeme nt.
Contractor sha ll maintain co mpl e te a nd a cc ura te records w ith res pect to sa les , costs, ex p en ses, receipts and o ther suc h
in fo rma tion required by C ity th at re late to th e p er fo rma nce of ser vices und er thi s Agreem ent, in s uffic ie nt de ta il to
C it y of Cuperti no-S1u dios Arch i1cc turc ··on-Call .. Des ign Review. FY 16-17
permit a n eval uat ion of se rv ices. Al l s uch records s ha ll be maintained in acco rdance with generall y accepted
accountin g princ ipl es a nd sha ll be clearl y identified and readily accessi ble. Contractor s hall pro vid e free access to
s uc h books and records to th e representa ti ves of C it y o r its d esignees at all proper times , and g ives City the ri g ht to
exa mine and a ud it sa me, a nd to mak e transcripts therefrom as necessa ry, and to a ll ow in s p ect io n of a ll work, data,
documents , proceedings and activities rel ated to thi s Agreem e nt. S uch records, together w ith s upporti ng documents ,
sha ll b e kept se parate from other documents and records and s ha ll be maintained for a period o f three (3) years after
Contra ctor receives final paym en t from C it y fo r a ll ser vices required under this agreement.
11. C hanges . No changes or va ri at ions of any kind are a uthori zed wit hout th e writt e n consent of the C it y.
CONTRACT CO-ORDI NATOR and representati ve for C IT Y s ha ll be: Tiffany Brow n, Assoc ia te Plann e r,
Community D evelopment D epartment.
In w itne ss thereof, the p a rt ies have executed this Agree ment the day and year first written a bove.
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Tax I.D :~OJl~ CJ t
APPROVALS
DEPA RTME T H EAD DATE
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C i1 y o f Cup crlino -Studios Archi1 cc 1urc ··on-Ca 1r· D esign Review. FY 16-17
CITY OF CUPERTINO:
EXPENDITURE DI STRIBUTIO N
ACCOU T NUMBER
100-71-70 l 700-702
AMOUNT
$5,000.00
Exhibit A
Scope of Services and Compensation
L 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: $200/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 authoriz ation 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.
C i1y o f Cu pcn ino -S1udios A rc hi tectu re ··on-Ca ll .. Design Review. FY 16-17