16-144 Elizabeth Ann Ellis, Transcription of Planning Commission Minutes CITY OF
SHORT FORM AGREEMENT
(Less than$5,000)
CITY OF CUPERTLNO
10300 Torre Avenue
C U P E RT I N O Cupertino,CA 95014
408-777-3200 N0.2017- Z�j�-
This Agreetnent,made and entered into this lst day of July,2016,(the"Effective Date")is by and between the
City of Cupertino(hereinafter"City")and Elizabeth Ann Ellis,
(hereinafter"Contractor"),in consideration of their mutual covenants,the parties agree as follows:
A. SCOPE OF SERVICES. Contractor shalt provide or fiunish the following specified se�vices and/or
materials:Transcription of Planning Commission minutes..
Check box if services are further described in Exhibit A. �
B. TERM: The services and/or materials furnished under ttus Agreement shall commence on July 1,20I6
and shall be completed no later than June 30,2017.
C. COMPENSATION: For the full performance of this Agreement,CIT'I'shall pay Contractor a total
amount not to exceed FNE THOUSAND dollars($5,000.00),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 law,including,
without limitation,Labor Code Sections 1771, 1776, 1777.5 and 1810.
D. EXHIBIT5: The following attached exhibits hereby are made part of this Agreement:
�E�ibit"A"-Scope of Seivices
❑E�ibit`B"-Compensation
❑Exhibit"C"-Special Requirements:
GENERAL TERMS ANU CONDITIONS
1.Hold Harmless. Contractor shali, 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 physicai,emotional,
consequential or otherwise,arising out,pertaining to,or related to the performance of this Agreement by Contractor
or Contractor's employees, officers, off cials, agents or independent contractors. Such costs and expenses sl�all
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 ternvnation of this Contract.
2.SubcontracH�g. 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]isted this Agreement shall be used in the performance of this Agreement.
3.Assienment. Contractor may not assign,transfer,or subcontract this Agreement or any portions thereof,without
prior written 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 foliowing
requirements:
(a)Workers'Compensation: Statutory coverage as required by the State of California.
(b)Liability:Commercial general liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence;$1,000,000 aggregate-all other
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City of Cupertum—Short Form Agrcement—Elizabcth Ellis,FY t6-I I
Property Damage: $100,000 each occurrence; $250,000 aggreDate
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.
(c)Automotive:Comprehensive automotive liability coverage in the following minimum limits:
Hodily Injury: $500,000 each occmrence
Property Damage: $]00,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
(d)Professional Liabilitv:Contractors in regulated professions shall maintain professiona]liability
insurance which includes coverage for the professional acts,errors and omissions of Contractor in the amount of at
least$1,00Q,000.
5.Subroeation Waiver.Contractor agrees that in the event of loss due to any of the perils for which it has agreed to
provide comprehensive generai and automotive liability insurance, Contractor shall look solely to its insurance for
recovery. Contractar 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 A¢reement. 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 terminate 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. Non-Discrimination. Contractor shall not discriminate against a job applicant, employee, City employee, or a
citizen on the basis of race,color,narional origin,ancestry,religion,gender,sexual orientation or other protected class
of such person.
8. Interest of Contractor. It is understood and agreed that this A�eement 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 ContracYor is not authorized to bind the City to any contracts or other
obligations in execuring 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 rigl�t 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 tl�e contractor. Contractor shall comply�vith 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 tt�e term of this
Agreement,all appropriate permits,licenses,and certificates including but not limited to a City business license,that
may be required in comiection with the performance of services under this Agreement.
10.Renorts and Records.Each and every report,draft,work product,map,recard 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 propert}� of City, and all publication rights are reseived to City. Contractor may retain a copy of any report
furnished to the City pursuant to this Agreement.
Contractor 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, in sufficient detail to
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City of Cupertino—Short Fortn Agreemen[—Elizabcth Ellis,FY 16J 7
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,pi•oceedings 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 ageement.
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: Benjamin Fu, Assistant Director of
Community Development
In witness thereof,the parties have executed this Agreement the day and year first written above.
CONTRACTOR: CITY OF CUPERTINO:
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By: _j�C�� •��1� ��,G�J By. . __
Title: �� �n�", �=� � r�.� � Title: Lss��,�l_ ��t2� /'�-t7i7
Tax I.D:.
APPROVALS EXPENDITURE DISTRIBUTION
DEPARTMENT HEAD DATE � ACCOUNT NUMBER � AMOUNT �
9� ; I� 100-11-170 700-702 $5,000.00 I
��Z CITY ATT RNEY APPROVED AS TO FORM DATE PO#2017- Z-��i
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City of Cuperturo-Short Form Agrcement-Fli�abeth F,Ilis,£l'I6-17
Exhibit A
Scone of Services, Schedule of Performance and Comnensation
Elizabeth Ellis
I. Scope of Services: Consultant shall provide transcription services for the Cupertino
Planning Commission, (the "Project").
Staff assigned to the Project by Consultant shall be preapproved by the City of Cupertino
Assistant Director of the Community Development Department, 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 E�iibit and reunbursable expenses up to and shall not exceed 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: $375/meeting,not to exceed$5,000
IV. Title: Minutes transcription for Cupertino Planning Commission
V. Invoices
In order to request payrnent, 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 warked, 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, facsimile transmissions,mileage, and special project-related
supplies.
VII. Additional Services
Consultant shall provide additional services outside of the services identified in E�ibit 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.