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15-058 Placeworks Inc for Climate Action Consistency Checklist CITY OF SHORT FORM AGREEMENT (Less than$5,000) CITY OF CUPERTINO 10300 Torre Avenue CUPERTINO Cupertino,CA 95014 408-777-3200 NO. r This Agreement,made and entered into this 18th day ofMay,2015,(the"Effective Date')is by and between the City of Cupertino(hereinafter"City")and P1aceWorks,Inc.1625 ShattuckAvenue,Suite 300,Berkeley,CA 94709(hereinafter"Contractor),in cons ideration oftheirmutual covenants,the parties agree as follows: A. SCOPE OF SERVICES. Contractor shallpr,ovide orfumish the following specified services and/or materials described in Exhibit A.FA B. TERIML• The services and/ormaterials furnishedunderthis Agreement shall'commence on May 18,2015 and shallbe completedno laterthan July15,2015. C. COMPENSATION: For the full performance ofthis Agreement,CITY shall pay Contractor a total amount not to exceed two thousandfive hundred dollars($2,500),asset forth in Exhibit A.. California Labor Code,Section 1771 requires the paymentofprevailing wages to all workers employed on a Public Works contract in excess of$1,000.00. Contractor shall comply with all app licab le provisions oflaw, including,without limitation,LaborCode Sections 1771,1776, 1777.5 and 1810. D. EXHIBITS: The following attached exhibits hereby,are made part of this Agreement: ©Exhibit"A"-Scope of Services ❑Exhibit"B"-Compensation ❑Exhibit"C"-Special Requirements:Click here to enter text. GENERAL TERMS AND CONDITIONS 1.Hold Harmles s.Contractorshall,to the fullest extent allowedby 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'theCity and its officers,officials,agents,employees and volunteers from and against any andallliability,claimm s,actions,causes ofactionordeands 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 orotherwise,arising out,pertaining to,orrelated 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 ofCity's choice,expert fees and allothercosts andfees of litigation.The acceptanceofthe 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 termination of this Contract. 2.Subcontractine. Contractor has been retained due to their unique skills and Contractor may not substitute another,assignor transfer anyrights orobligations underthis Agreement Unless priorwritten consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. 3.Assignment. Contractormay not assign,transfer,or subcontract this Agreement or any portions.thereof,without prior written consent of City. 4.Insurance: Contractorshall maintain the following insurance coverage,with the City as an additional named insured,andprovide aCertificate ofInsuranceand Additional Insured Endorsement consistent with the following requirements: (a)Workers'Compens ation:Statutory coverage as required by the State ofCalifornia. (b)Liability: Commercialgeneralliability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence;$1,000,000 aggregate-all other Pagel of3 City of Cupertino-Short Form Agieenent—updated 2/2015 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 Conib inedSingle Limit: $500,000 eachoccurrence (d)Professional Liability:Contractors in regulated professions shall maintain professional liability insurance which includes coverage forthe professional acts,errors and omissions of Contractor in the amountofat leas t$1,000,000. 5.Subrogation Waiver.Contractor agrees that in the event ofloss 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 insuranceto either Contractor or City with respectto 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 Agreement. 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 thedefault within the time specified and according to the requirements set forth in City's written notice ofdefault,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 havethe 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. Contractorshallnot discriminate against a job applicant,employee,City employee,ora citizen on the bas is 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 thatthis Agreement is not a contract of employment in the s ens ethat the relationship of masterand servant exists between City and undersigned. Atalltimes,Contractor shall be deemed to bean independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies thatno one who has orwill 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 theservices tobe performed.Nevertheless,City may,at any time,observe the mannerin which such services are being perforrnred by the contractor.Contractors hall comply with all applicable Federal,State,and locallaws 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 bus iness license,that may be required in connection with the perfomnance of services under this Agreement. 10.Reports and Records.Each and every report,draft,workproduct,map,record and otherdocument,hereinafter collectively referred to as"Report",reproduced,prepared or caused to be prepared by Contractor pursuant to or in connection with this Agreement,s hall be the exclusive property of City. Contractors hall 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,infornnation and data acquired or required by this Agreement shall become the property of City,and allpubfication 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 andaccurate 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 Page 2 of City of Cupertino—Short Form Agreement—updated 2/2015 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 audits ame,and to make transcripts therefromas necessary,and to allow inspection of all work, data,documents,proceedings and activities related to this Agreement. Such records,together with s upporting documents,shallbe kept separate fromotherdocuments andrecords and shallbe maintained fora period of three(3) years after Contractor receives final payment from City for all services required under this agreement. 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:Erin Cooke,Office of the City Manager. In witness thereof,the parties have executed this Agreement the day and year fust written above. CONTRACTOR: CITY OF CUPERTINO: lt�aBy: By: Title: f(LOX)PAL, Title: S I Tax I.D:. 2 9-7 Sg-a--i cam. APPROVALS EXPENDHURE DISTRIBUTION DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT CTTYQTTO APPRO�S TO FORM DATE [�' CITY : ATTES DATE Page 3 of City of Cupertino—Short Form Agreanatt—updated 2/2015 Scope of Services and Compensation I. Scope of Services: Consultant shall provide professional services services as requested by City for Climate Action Plan Consistency Checklist in Cupertino, (the "Project"),including preparation of a checklist form for determining consistency of proposed projects subject to CEQA review for consistency with the Cupertino Community Climate Action Plan. The document will also include instructions for the preparer(.e.g. application submittal requirements,details on how to complete the form and what information/data is required to ensure document completeness),instructions for the reviewer(e.g. details on how to evaluate the document's completeness and CAP- consistency),summary of the Climate Action Plan and General Plan and applicable measures/policies, and relevant CEQA guidelines. Staff assigned to the Project by Consultant shall be preapproved by the City of. Cupertino's Assistant to the City Manager/Sustainability Manager, 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 Exhibit and reimbursable expenses shall not exceed a total of two thousand five hundred dollars($2,500.00).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. Principal $200 Senior Associate $160 Planner $85 Word Processing , $100 III. Title: Climate Action Plan Consistency Checklist IV. Invoices In order to request payment,Consultant shall submit monthly 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). V. Reimbursable Expenses Profession services for Climate Action Plan Consistency Checklist plus any travel time or meeting attendance,etc. VI. 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.