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14-174 Wilfred Jarvis Institute for consulting services for planning division staff retreat OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 TELEPHONE:(408)777-3223•FAX: (408)777-3366 C U P E RT I N O WEBSITE:www.cupertino.org December 1, 2014 Wilfred Jarvis Institute 23505 Oak Valley Road Cupertino, CA 95014 Re: Agreement for consultant services for the planning division retreat on December 4, 2014. A fully executed copy of the agreement for consultant services with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at (408) 777-3308. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Community Development " CITY OF II AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 CUPERTINO 408-777-3200 NO. s a s THIS AGREEMENT, made and e o this 5 day of November, 2014 is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and Wilfred Jarvis Institute, 23505 Oak Valley Road, Cupertino California 95014, 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: Professional consulting services for the planning division staff retreat on December 40',2014. Check box if services are further described in an Exhibit. F EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERM: The services and/or materials furnished under this Agreement commence on December 4111,2014 and shall be completed no later than December 4d,2014. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR:One Thousand,Two Hundred and Fifty Dollars($1,250). 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 the performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. 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 listed 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. Agreement Professional Consulting Wilfred Jarvis Institute,P ofess oval Consu ti g Services Page 1 of 3 Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: (Not applicable—company does not have employees) Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate-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. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $300,000 each occurrence Property Damage: $50,000 each occurrence or Combined Single Limit: $300,000 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 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. Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a seven(7)-day notice.The Contractor may terminate this Agreement with or without cause 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 Agreement—Wilfred Jarvis Institute,Professional Consulting Services Page 2 of 3 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. 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: �•l J DEPARTMENT: 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. CONTRACTOR: CITY OF CUPERTINO: By B Title 151d �e4s5sistant Director,Community Develop. APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT HEAD ACCOUNT NUMBER AMOUNT DATE �� 110-7302-6216 $1,250.00 CITY ATTORNEY APPROVED AS TO FORM DATE CITY CLERK: ATTEST DATE (.2— Agreement a—Agreement—Wilfred Jarvis Institute,Professional Consulting Services Page 3 of 3 Y Exhibit A Scope of Services and Compensation I. Scope of Services: Consultant shall provide professional consulting services as requested by City for a Planning Division Retreat in Cupertino, (the "Project"), including developing meeting agenda, one-way travel time,facilitating meeting and preparing final report if applicable. H. 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 shall not exceed a total of(ONE THOUSAND TWO HUNDRED AND FIFTY DOLLARS) ($1,250 .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: $250/hour,for an estimated 5.0 hours,not to exceed$1,250.00 IV. Title:Planning Division Retreat on Thursday,December 41h,2014 V. Invoices In order to request payment, Consultant shall submit an invoice 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 Professional consulting services for Planning Division Retreat on December 41h,2014 plus any travel time or meeting attendance,etc. VII. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit 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.