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15-131 Hexagon Transportation Consultants for a Parking Study at 10455 Bandley CITY OF SHORT FORM AGREEMENT (Less than$5,000) CITY OF CUPERTINO 10300 Torre Avenue CUPERTINO Cupertino,CA 95014 408-777-3200 NO.2016-,;�4 This Agreement,made and entered into this 6th day of August,2015,(the"Effective Date")is by and between the City of Cupertino(hereinafter"City")and Hexagon Transportation Consultants Inc,4 North Second Street,Suite 400,San Jose,California 95113 (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:Parking study at 10455 Bandley. Check box if services are further described in Exhibit A. B. TERM:The services and/or materials furnished under this Agreement shall commence on August 6,2015 and shall be completed no later than June 30,2016. C. COMPENSATION:For the full performance of this Agreement,CITY shall pay Contractor a total amount not to exceed TWO THOUSAND FIVE HUNDRED dollars($2,500),as set forth in Exhibit A. 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. Contractor shall comply with all applicable provisions of law,including,without limitation,Labor Code 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 and Compensation ❑Exhibit`B"- ❑Exhibit"C"-Special Requirements 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 or termination of this Contract. 2. 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. 3.Assignment. 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. Page 1 of 3 City of Cupertino—Hexagon Transportation Consultants,Inc,5-6-15 (b)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. (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 (d)Professional Liability:Contractors in regulated professions shall maintain professional liability insurance which includes coverage for the professional acts,errors and omissions of Contractor in the amount of at least$1,000,000. 5.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. 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 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 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. 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 property 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. Page 2 of 3 City of Cupertino—Hexagon Transportation Consultants,Inc,8-6-15 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. 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: Erick Serrano, Assistant Planner, Community Development Department. In witness thereof,the parties have executed this Agreement the day and year first written above. CONTRA TOR: CITY OF CUPERTINO: By: By: .� s Title: Title: TAM - Vi Tax I.D:. 8G'15— APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT U v 100-71-701900-995 $29500.00 CITYCa Y ° PROV D AS TO FORM DATE PO#2016-2-o P DATE Page 3 of 3 City of Cupertino—Hexagon Transportation Consultants,Inc,8-6-15 " Exhibit A HUMON MNSPOPTATION (ONSULTANTS, INC July 31, 2015 Mr. Erick Serrano Assistant Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal to Conduct a Parking Study for a Church at 10455 Bandley Dear Mr. Serrano: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to conduct a parking study for the CCIC at 10455 Bandley. We understand that the church has applied to modify their building without changing the size or modifying their use permit. However, we understand you want to confirm that they are operating in accordance with their permit. Hexagon will count the number of parked vehicles at the church at peak times, which are Friday nights and Sunday mornings. We propose to count on two Fridays and two Sundays. The Friday counts will be 7-10 PM, and the Sunday counts will be 9 AM— Noon. We will count the number of parked vehicles for the church. We will also note whether there is any spillover parking to adjacent properties. Our product will be a letter that describes the study methodology and findings. The cost for the study will be $2,500. The study will take three weeks to complete. We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have any questions please do not hesitate to call. Sincerely, HEXAGON TRANSPORTATION CONSULTANTS, INC. Gary K. Black President 4 North Second Street,Suite 400•San Jose,California 95113• phone 408.971.6100•fax 408.971.6102•www.hextrans.com