17-037 Andrew Thrall, Help Desk Support {��� ��17-��o�o��
CITY OF
SHORT FORM AC�REEMENT
(Less tha►i�5,000)
CITY OF CUPERTINO
10300 Torre Avenue
CUPERTINO Cupertino,CA 95014
408-777-3200
This Agreement,inade and entered into this Sth day of April,2017,(the"Effective Date") is by and betweeil
the City of Cupertino(hereinafter"City")ai�d Andrew Tl�i•all,
1lereinafter"Contracto�"),in consideration of tlleir mutual covenants,tlle parties
agree as follows:
A. SCOPE OF SERVICES. Coi�tracTor shall provide or fw-nish the follo���ing specified services and/or
materials:Provide help desk siipport foi•Cit}�of Cupertino staff.
B. TER1��: The services and/or materials furnished wlder this Agreement sl�all commence on April 17,2017
and shall be completed uo later than April 21;2017.
C. COMPENSATION: For the full performance of this Agreement,CITY shall pay Contractor�70 per hour
with a total amount not to exceed tht-ee thousand five l�undred dollai•s($3,500.00). California Labor Code,
Section 1771 t•equires the payment of prevaili�lg wages to all workers employed on a Public Works contract
in excess of�1,000.00. Contractor shal] comply with all applicable provisions of law,including,without
limitation,Labor Code Sections 1771, 1776, 1777.5 and 1810.
D. E�HIBITS: Tl7e following attached exhibits hereby are made part of tl�is Agreement:
❑Exl�ibit"A"- Scope of Services
❑Exhibit"B"-Compensation
❑Exhibit"C"-Special Requirements:
GENERAL TERAZS A1_i'D CONDITIONS
1. Hold Harmless. Contractor shall, to the fiillest extent allowed by law and without limitatiou of the provisions of
this Agreement related to insw-ance, with respect to all services perfori77ed in connection with the Agi-eement,
indeimiify, defend, ai�d hold harmless the City and its officers, officials, ageuts, employees and volunteers from and
against any and all liability, clainls, actions, causes of action or demands whatsoever agaiilst any of them, includii�g
any injuiy to oi- death of any person or damage to properry or otl�er liability of any nature, ���hether physical,
emotional, consequential or otherwise, arising out,pertaining to, or related to the performauce of this Agreement by
Contractor or Contractor's employees, off cers, officials; agents or independent contractors. Such costs and
expenses shall include reasonable attorneys' fees of couilsel of City's clloice,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 indenulification.
The provisions of this Section survive the completion of the Services or termination of this Co��tract.
2. Stibcontracting. Contractor Ilas been reYained due to their unique skills and Conh�actor may not substitute
another, assign or h�ansfer any rights or obligations under this Agreement. Unless prior written consent from City is
obtained, only those people whose naules are listed this Agreement sl�all be used in the performance of this
Agreement.
3. Assi�nment. Contractor may i�ot assign, transfer, or subcontract this Agreen�ent or any portiotls tllereof, �a-ithout
prior written consent of City.
4.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 ge�leral aild autoinotive liability insw-ance, Conh�actot-sl�al] ]ook solely to its insurai�ce for
recovery. Contractor hereby grants to City, on behalf of any insw�er providing comprehensive general and
automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver
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C ity of Cupzrt ino—Short Ponn Agreement—updated 2�201?
of any right to subrogation ��vhich a��y sucl� insurer of said Contractor may acquire against City by virtue of the
payment of ai�}� �oss under suc1� insurance.
5. Termination of Aareement. Ii� the eve»t Contractor fai]s or refuses to �erforin any of the provisions hereof at
the time and in the manner required hereuuder, Contractor shall be deemed in default in the performance of this
Agreement. If Contractor fails to cure the default �vithit� the ti�1�e specified and according to the requirements set
forth in City's writteu notice of default, and in additiou to any other remedy available to the City by la�v, the City
Manager may ternlinate tlle Agi•eement by giving Contractor written notice thereof, which shall be effective
immediately. The City Mai�ager shall also have the option, at its sole discretion and without cause, of terininating
this Agreement by givii�g seven (7) calendar days' prior ���ritten notice to Contractor as provided herein. Upon
receipt of atly notice of termination;Conh-actor shall immediately discontinue perforn�ance.
6. 1�'on-Discrimination. Conh-actor shall not discriminate against a job applicant, employee, City employee, or a
citizen on the basis of race, color, i�atio��al origin; ancestry, religion, gender; sexual orientation or other pi-otected
class of such person.
7. Interest of Contractor. It is unde�stood and agreed that this Agree�nent is ilot a contract of employmeut in the
sense that the relationship of nlaster and servant exists between City and undersigned. At all tiules, Contractor shall
be deemed to be an independent contractor and Conh-actor is not authorized to bind the City to any coutracts or other
obligations in esecuting this Agreement Contractor certifies tliat no one��ho llas or«�ill have any financial interest
utlder this Agreement is an officer or employee of City. City shall l�ave no right of conti-ol as to tlle manner
Contractor�erforms the services to be performed.Nevertheless, City may, at any time,observe the manner ii� u�hich
such services are being performed by the contractor. Contractor shall coinply with all applicable Federal, State, a�1d
local laws and ordinances including; but not limited to, unemployment insurance benefits, PICA la���s, and tl�e City
business license ordinance.
S. Permits and Licenses. Contractor, at his/her o�m expei�se, sl�all obtain and maintain during the term of this
Agreement,all appropi-iate pe�7nits, licenses,and certificates including but not limited to a City business license,that
may be rec�uired in co��nection wit�h the performance of services under this Agree�nent.
9. Reports and Records. Each and every report, draft, work product, map, record and other document, l�ereinafter
collectivel}� referred to as "Report", repi-oduced, prepared or caused to be prepared by Contractor pursuant to or ii�
connection with tllis Agreement, shall be the e�clusive property of City. Couh�actor shall not copyright any Report
required by this Agreement and sliall execute appropriate documents to assign to City tlle cop}�right to Reports
created puisuant to this Agreement. Any Report, informatiou and data acquired or req�iired by this Agreeineut sha11
become the properCy of City, and all publication rights are reserved to City. Conh-actor may retain a copy of a�ry
repoirt furnished to the City pursuant to this Agreement.
Contractor shall maintain complete and accurate i-ecords ���ith respect to sales, costs; expenses, receipts and other
sucl� infonnation required by City that relate to the perforu�ai�ce of services w�der this Agreement, in sufficient
detai] to permit ai� evaluation of services. All sucll records shall be maintained in accordai�ce with generally �
accepted accounting �rinciples and shall be clearly identified and readily accessible. Contractor shall provide free
access to sucl� books and records to tlle representatives of City or its designees at all proper times, a�id gives City the
i•ight to exa�nine and audit same, a�ld to nlake transcripts tlierefi•om as uecessary,and to allow inspection of all ��vork,
data, documents, proceediugs and activities related to this Agreement. Such records, together �n�ith supporting
doc�iments, sl�all be kept separate fi-om otller doaunents and records and shall be maintained for a period of three(3)
years after Contractor receives final payment fi•om City for all services required u��der this agreement.
10. Chanaes. No changes or variations of any kind are a�rthorized without the��vritten consent of the City.
CONTRACT CO-ORDINATOR and representative for CITY shall be: Bill Mitchell, Innovation & Technology
Department.
In witness thereof,tl�e parties have executed this Agreemei�t the day and year fiist wiitten above.
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Cilv of Cupertino—Short Ponn Aerezment—upds[ed 2'201�
CONTRACTOR: CITY OF CUP�RTINO:
By: ��-�Ut�i��'A� By:
Title: Title: ��p
Tax LD:.
APPROVALS �XPENDITURE DISTRIBUTION
DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT �
� .� 610-34-310-700-702 $3,500 NTE
_��=C___ C���-!/'L_
CITY TTQ Y APPROVED AS TO FORM AT�
� ��,����'" `-�l \ r/
�. �Jf ��
�� CITY�CLERK: T T DATE
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Ciq�ol Q�ptrtino—Short Pomi Aerezment—updated�201�