17-002 Minh Le, Agreement for Facilitation of the City Council Retreat CITY OF
SHORT FORM AGREEMENT
CITY OF CUPERTINO
10300 Torre Avenue
� Cupertino,CA95014
CUPERTINO 408-777-3200 NO. ��' ���
This Agreement,made and entered into this 9th day of January,2017,(the"Effective Date")is by and
between the City of Cupertino(hereinafter"City")and Minh Le,President of Wilfred Jarvis Institute,
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: Facilitation of the City Council Retreat,further described in Exhibit"A".
B. TERM.The services and/or materials furnished under this Agreement shall commence on January 9,
2017 and shall be completed no later than February 28,2017.
C. COMPENSATION. For the full performance of this Agreement,CITY shall pay Contractor a total
amount not to exceed forty-eight hundred dollars($4,800.00).
D. EXHIBITS. The following attached exhibits hereby are made part ofthis Agreement:
DExhibit"A"- Scope of Services
GENERAL TERMS AND CONDITIONS
1. Hold 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 ar termination of this Contract.
2. Subcontractin�. 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 on this Agreement shall be used in the performance of this
Agreement.
3. Assi�nment. 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 following
requirements:
(a)Workers' Compensation: Statutory coverage as required by the State of California.
(b)Liability: Commercial general liability coverage, including sexual abuse and molestation coverage, in
the following minimum limits:
Bodily Injury: $SOO,OOOeach occurrence;$1,000,OOOaggregate-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.
(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
5.Subro�ation 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 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, 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 and, 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, map, 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 properiy 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.
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 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.
I 1.Chan�es. 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:David Brandt,City Manager.
In witness thereof,the parties have executed this Agreement the day and year first written above.
CONTRACTOR: CITY OF Ci,J.F•�RTINO:
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By: .^��� �� By: ;` /� (l �
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Title: Presldent Title: Citv Manaeer
APPROVALS EXPENDITURE DISTRIBUTION
� ACCOUNT NUMBER I AMOUNT
$4,800
CITY ATTORNEY APPROVED AS TO FORM DATE
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CITY CLERK: ATT DATE
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EXHIBIT A
Professional Services Proposal
City of Cupertino
Facilitation of City Council Retreat
Preparation Phase(January)
Individual meetings with Mayor, Council members, and other Council Retreat attendees
Meetings Hours/Meeting Total Hours $/Hour Cost
Mayor 1 1.5 1.5 $225 $ 338
Council members 4 1.5 6 $225 $ 1,350
Other Council Retreat attendees 3 1.5 4.5 $225 $ 1,013
Developing and proposing agenda 1 2 2 $225 $ 450
Facilitation(February)
Meetings Hours/Meeting Total Hours $/Hour Cost
Council Retreat facilitation 1 4 4 $300 $ 1,200
Electronic GroupSystems setup and removal 1 1 1 $225 $ 225
Meeting notes and agreements 1 1 1 $225 $ 225
Total Proposed Contract Amount $ 4,800