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17-042 Lisa McElroy, Website Consulting Services CITY'OF SHORT FORM AGREEMENT (Less than$5,000) CITY OF CUPERTINO 10300 Torre Avenue CUPERTINO Cupertino,CA 95014 408-777-3200 This Agreement,made and entered into this 7th day of April,2017,(the"Effective Date")is by and between the City of Cupertino(hereinafter"City")and Lisa 1xfcEhoy (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:website consulting services of the new website staging site,which will include testing content and site navigation. Check box if services are further described in Exhibit A.�8 13. TERM: The services and/or materials.furnished under this Agreement shall commence on April 12,2017 and shall be completed no later than June 30,2017. C. COMPENSATION: For the full performance of this Agreement,CTTY shall pay Contractor a total amount not to exceed four thousand,nine hundred,ninety nine dollars($4,999.00),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, 1776,17775 and 1810. D. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: O''Exhibit 4'A7---Scope of Services 0Exhibit`B"-Compensation 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 iContractor 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 Sen,ices 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 vvTitten 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,xvithout 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 lnsurance-and Additional Insured Endorsement consistent with the following requirements: i Page 1 of 3 City orCugetino-Shmt Form Ageet n-u}dmed 2X15 I i i (a)Workers'Compensation:Statutory coverage as required by the State of California. (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. (e)Automotive:Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or 4 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, tion-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 fiumished to the City pursuant to this Agreement. Page 2 of3 City of Cupcnino-Sha;Farm Agreen=t-updated V2015 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-ORDLNATOR and representative for CITY shall be:Nidhi Mathur,Innovation&Technology Department. In witness thereof,the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO-. By: L/4 � r By: / Title: W�.s,S i-(' f t ter" / Title:_ Tax I.D:. APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT H AD DATE ACCOUNT NUMBER. AMOUNT `_—���� •��`�/� /l•/ 615-32-308 700-702 $4,444.40 CITY ATTR ,Y APPROVED AS TO POWM DATE 4114h,'Y CI �CLERK: ATTEST l DATE a Page 3 of 3 Chy ofCup�thw-Shoe Fane AgWMwt-uodatr.d=115 Exhibit A Scope of Work — City of Cupertino Website Testing Scope of Work City of Cupertino New Website Testing Project Summary The City of Cupertino will launch a new city website on May 2, 2017. The tentative date for a staging site for testing is April 10. The staging site will have some or all of the city departments' pages in place for testing. Testing, with an emphasis on user experience to find city information, will include: checking all navigation links and internal links and making sure left-navigation is clear and understandable. A site map will be supplied for navigation purposes. Content throughout the site will be checked for tone, in keeping with the overall site. This Scope of Work will be issued by Lisa McElroy. Notes • The largest section of the site with the most pages will be under"Our City." • The architecture of the left-navigation should be clear and make sense, especially for a first-time user looking for city information. • Staging-site top-down rollover navigation will be edited down to a more manageable size by the site team. Project Timeline The testing period will start the second week of April and continue for three weeks. All recommendations, edits and corrections are to be completed by the site's launch on May 2. Scope of Work Prior to April 10t'—Become acquainted with website with provided site map. Set up spreadsheet to list pages tested, with notes regarding clarity of navigation and content issues. Any needed fixes and edits will be in red on the spreadsheet. Spreadsheet will be shared with site team on Dropbox. Week of April 10— Begin testing staging site, recording all testing in spreadsheet. Major edits will be flagged on spreadsheet and with email, as needed. Week of April 17—Continue testing. Check previously tested pages to keep track of any fixes by site managers, to be noted in spreadsheet. Week of April 24—Continue testing and checking for fixes and edits; update spreadsheet as needed. Check final revisions by site managers before launch. May 2—Site launches. Requirements Site map and access to staging site throughout testing period. Email addresses for Dropbox sharing. Compliance Site team and content providers will be updated on edits and notes throughout the three-week period. Proof of edits will be noted on spreadsheet. Spreadsheet notes will be updated throughout testing period. Project Budget Hourly wage of$25, to be invoiced at project's completion.