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13-040 Optony, Inc. Agreement for the Don Burnett bicycle Footbridge and adjacent park lightingCITY OF a CUPERTINO AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue Cupertino , CA 95014 408-777-3200 THIS AGREEMENT, made and entered into this 1st of April 2013, is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and Optony, Inc., 2855 Kifer Rd., Suite 201 Santa Clara, CA 95051, 646-250-4241 . 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: Solar Feasibility Study for the City of Cupertino's Don Burnett Bicycle Footbridge and adjacent park lighting. Check box if services are further described in an Exhibit. @ EXHIBITS: The following attached exhibits hereby are made part of this Agreement: A: Proposal B: Scope of Work: Task and Deliverables TERM: The services and/or materials furnished under this Agreement shall commence on Monday, April 1st, 2013 and shall be completed no later than Friday, May 3rd. 2013. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $1,500. 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. Page 1 of 3 Short Form 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 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 ea.ch 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 Page 2 of 3 Short Form Ag reem ent 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. 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: Katy Jensen DEPARTMENT: Public Works 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: ~~le~((,as Soc. Sec. # or Tax I. D '/ ~ -P '1-t/-R 7 ~o CITY OF CUPERTINO : By ~£d ~ Title : CI;? Me2.........-.;7er:::::== APPROVALS EXPENDITURE DISTRIBUTION 420-9263-9300 $1500.00 Page 3 of 3 Short Form Agreement OPTONY Inc. Bay Area Regional Renewable Energy Project Summary of Task Pricing with Value Added Services Tasks and Deliverables with Optony Value Added Services Task 1 Renewable Energy Generation Analysis All requested tasks and deliverables i ncluded + App ly i ndustry-lea ding t oo ls, softwa re, and an al ytica l methods + Rea l-world experi ence to adjust for remote analysis + St akeh o ld er engagement and p rio ri t iza t ion of ri sks & op po rtu nities + Tru e proj ec t i nd epen de nce and co mp ari son t o ex t ern al be nchma r ks Task 2 Electrical & Structural Analysis All requested tasks and deliverables included + Co nsultation wit h Intern al and externa l e ngin eers on possible issues + Ide ntifi cation of geotechnical nee ds fo r f urthe r in ves tiga t io n + Appl y p ro j ect_c_om miss ion in g ex peri e nc e t o tec hni cal assess ments Task 3 Economic Feasibility & Financial Analysi s All requested tasks and deliverables included + Reali st ic Leve li zed Cost of En ergy (LCO E) analysis w it h multiple sce nar ios + Additio nal o pt ions co nside red , including VNM and FiT + Latest ma r ke t analys is, trends, risks and o pp o rt u nities included Task 4 Conclus ions & Recommenda t ions All requested tasks and deliverables included + Base d o n 600 MW+ of pr ojects across th e USA + St ake holde r-spec ific talki ng points and mat eri als + Provi de reso urces fo r procuremen t , co nstruct ion and o peratio nal phases Don Burnet Bicycle Bridge Lights Only Agency : City of Cupertino, CA Group Price Pe r Site # of Sites Total $ 180/site $ - $ 1,800/site 1 1,500.00 TOTAL (s 1,soo.00 J CUPERTINO April 18, 2013 Optony, Inc. 2855 Kifer Road, Suite 201 Santa Clara, CA 95051 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE• CUPERTINO , CA 95014-3255 TELEPHONE: (408) 777-3223 • FAX : (408) 777 -3366 WEBSITE : www.cupertino.org Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If y ou have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Brittany Care Senior Office Assistant City Clerk's Office Enclosure cc: Public Works