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12-052 Agreement, Main Street Cupertino Retail/Commercial Consultation, Linda S. Congleton & Associates CITY OF AGREEMENT CITY OF CUPERTINO fi_>/ 10300 Torre Avenue �) ) Cupertino, CA 95014 / J f"76-S- CuPERTINO /V 408-777-3200 NO. �/�� THIS AGREEMENT, ma.e and entered into this _17th day of April, 2012 is by and between the CITY OF CUPERTINO (Hereinafter "CITY") anc Linda S. Congleton & Associates, 31726 Rancho Viejo Road, Suite 108, San Juan Capistrano, CA 92675, (949) 487-2000, Iscongletonassoc @aol.com, Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Main Street Cupertino Retail/Commercial Consultation. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A TERMS: The services and/or materials furnished under this Agreement shall commence on April 17, 2012 and shall be completed no later than June 30, 2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $2,500.00 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. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents employees and volunteers against any and all liability, claims, stop notices, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, arising out of, pertaining to, or related to any negligent act by Contractor or Contractor's employees, officers, officials, agents or independent contractors, during the performance of this Agreement. Contractor shall not be obligated under this Agreement 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. Subcontracting. 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 listerl this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Page 1 of 3 Short Form Agreement— Use for services not to exceed $5,000.00 Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general arid 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. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement 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 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. Page 2 of 3 Short Form Agreement—Use for services not to exceed$5,000.00 The 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. 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: NAME:Gary Chao. City Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTR�O j CITY OF CUPERTINO: _ By Gar Chao e /'d/4.9 Title: City Planner Soc. Sec. #or Tax I.D 33 -Oa.34 APPROVALS EXPENDITURE DISTRIBUTIO (�C DWI EN AD , DAT • ► ► u: /ilk/ a u•� '%` 6g'�3���'L" 110-2211 ( S 16555) ., $2,500.00 CITY A RNEY P VED AS O FORM DATE 232 1/413 l I , ENTERED Page 3 of 3 Short Form Agreement—Use for services not to exceed $5,000.00 EXHIBIT A LINDA S. CONGLETON &ASSOCIATES Strategic Real Estate Retail Market Consultation&Research 31726 Rancho Viejo Road,Suite 108 www.congletonconsulting.com San Juan Capistrano,CA 92675 Office: (949)487-2000 FAX: (949)487-2077 Cell: (949)533-6443 E-mail: Iscongletonassoc@aol.com aol.com April 17, 2012 • Main Street Cupertino Retail/Commercial Consultation—Addendum To Agreement Dated April 13,2013 Additional Scope of Work: • Prepare a short executive summary letter summarizing our consultation,as verbally presented on April 16, 2011,to the City staff with respect to our in-field research and retail analysis of the Main Street Cupertino project. The executive summary letter will be submitted in draft to the City staff for their review. Linda S. Congleton&Associates ("LSCA") will make its best efforts to transmit a draft on Wednesday, April 18,2012, with the final summary letter submitted to City staff no later than Thursday, April 19, 2012. • Conduct any necessary follow-up teleconferences with City staff during the week of April 17, 2012 to review the written draft executive summary letter, and provide responses to any follow-up questions/comments.