CC 12-03-2024 Item No. 10. Attachment B - Request for ProposalsCITY OF CUPERTINO
REQUEST FOR PROPOSAL
FOR
Active Transportation Plan
2024-ATP-01
Issue Date:
August 1,
2024
Due Date:
September 6,
2024
Contact Person during Proposal Period:
Matthew Schroeder, Transportation Planner
Phone: 408-777-3174
matts@cupertino.gov
OFFICE OF THE DIRECTOR OF PUBLIC WORKS
City Hall • 10300 Torre Avenue • Cupertino, CA 95014-3255
Telephone: (408) 777-3354
CC 12-03-2024 Item No. 10. Attachment B
City of Cupertino RFP
Active Transportation Plan
REQUEST FOR PROPOSAL
CITY OF CUPERTINO
Contents
1. INVITATION ....................................................................................................................................... 1
2. PROJECT SCOPE OF WORK ............................................................................................................ 1
3. SUBCONSULTANTS .......................................................................................................................... 1
4. TENTATIVE TIMELINE ...................................................................................................................... 1
5. SUBMITTAL REQUIREMENTS ......................................................................................................... 2
6. CLARIFICATIONS AND QUESTIONS ............................................................................................ 3
7. SUBMITTAL PROCESS ...................................................................................................................... 4
8. EVALUATION PROCESS .................................................................................................................. 4
9. COST PROPOSAL ............................................................................................................................................................ 5
10. SELECTION CRITERIA ...................................................................................................................... 5
11. SELECTION PROCESS ...................................................................................................................... 6
12. DISCLAIMERS AND RESERVED RIGHTS ..................................................................................... 6
13. CONTRACT REQUIREMENTS ......................................................................................................... 6
ATTACHMENTS
ATTACHMENT A: Scope of Work
ATTACHMENT B: Sample Consulting Services Agreement
ATTACHMENT C: Insurance Requirement
City of Cupertino RFP
Active Transportation Plan Page 1
1. INVITATION
The City of Cupertino, located in West Santa Clara County, in the heart of Silicon Valley, is
seeking proposals from qualified consultants to develop the City’s first comprehensive
citywide Active Transportation Plan (ATP). The City is seeking to secure a firm that has the
required experience, qualifications, expertise, and resources to perform the services identified
in this Request for Proposal (RFP).
As a city known for embracing innovation and technology, Cupertino is dedicated to
improving sustainable transportation options that enhance connectivity, safety, and the quality
of life for its residents and visitors. This RFP aims to establish a clear and actionable plan to
prioritize transportation projects that promote active transportation within the City. The scope
of work for the chosen Consultant will include conducting an inventory of existing
infrastructure, developing a prioritized list of implementation projects, identifying non-
infrastructure elements for community engagement, developing a realistic approach to address
project funding, and carrying out extensive public outreach.
The Consultant will also assist City staff in coordinating with local stakeholders such as school
districts, local businesses, and community groups. Proposals should demonstrate expertise in
urban planning, transportation engineering, programming, and public outreach. This project
represents an exciting opportunity for consultants to contribute to Cupertino's vision for a
sustainable and connected community.
The City intends to review the proposals received and select the most qualified consultant. The
City has allocated a budget of $330,000 for this project.
2. PROJECT SCOPE OF WORK
The Consultant will perform under the general direction of the Transportation Manager within
the Public Works Department and consult with other City personnel in developing a citywide
ATP. The scope of work includes the development of alternatives, implementation strategies,
budget estimates, and a prioritized list of capital projects, as well as additional tasks, as more
thoroughly detailed in Attachment A. The Consultant will provide staff who will work onsite
and offsite as required to support the City while interacting with City consultant(s), industry
experts(s), or other agencies, if applicable.
3. SUBCONSULTANTS
Subconsultants or subcontractors who will support the lead Consultant and may be included as
a part of the project team should be identified. The City is committed to securing high-quality
services that will result in a successful program or project outcome. Subconsultant staff and
experience shall be included in the response to this RFP.
4. TENTATIVE TIMELINE
The tentative RFP timeline is provided for the convenience of prospective proposers and is
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subject to change. Any such change will be stated in an addendum to this RFP. The tentative
RFP timeline is as follows:
RFP EVENT DATE
Request for Proposals Released August 1, 2024
Deadline for Consultant Questions August 23, 2024, by 5:00 PM PST
Request for Proposals Due September 6, 2024, by 5:00 PM PST
Evaluation of Proposals September / Fall 2024
Contract Award October / Fall 2024
5. SUBMITTAL REQUIREMENTS
The Proposal submittal is not to exceed 15 pages, excluding table of contents, cover letter, and
resumes for key personnel. The City prefers a quality submission over quantity, and succinct,
responsive proposals are requested.
Consultant proposal submissions are to provide the following information:
• business type (corporation, partnership, sole proprietorship)
• firm’s organization structure,
• background and general qualifications,
• subconsultants, and
• recent experience in California, particularly in the City of Cupertino, Silicon Valley,
and the San Francisco Bay Area.
Proposal shall be organized by tabs/dividers in the order of the sections as outlined below to
facilitate review, with subconsultant work identified within each task item:
A. Cover Letter - The cover letter of interest shall include an overview of the firm’s
qualifications and the name, address, and telephone number of the principal person
the City shall contact regarding the proposal and DUNS number of the Consultant.
Identify the location of the office(s) where the services will be performed.
Additionally, include the signature(s) of the company officer(s) empowered to bind
the firm, with the title of each (e.g., president, vice president, general partner), and the
acknowledgment of the receipt of any addenda, by number, if issued for this Request
for Proposals.
B. Project Team Qualifications and Experience – Identify the Project Manager and key
staff involved in delivering the services outlined in this RFP. Identify the role of each
and describe each team member’s experience, qualifications, and proposed role in the
project. Relevant information includes related public sector experience; dates,
approximate project cost and project duties/responsibilities.
Key firm personnel shall be referenced to personnel resumes (up to 2 pages each)
included in the proposal. Identify any subconsultants expected to be used in support
of this project including firm resume, key personnel staff resume, and qualifications
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relative to their supporting role. Include an organization chart that identifies working
relationships with team members included.
C. Firm Qualification and Experience - Provide three (3) project examples that were
completed in the past 5 years that represent the firm’s qualifications, expertise and
technical capabilities to fulfill all services specified and required to successfully
accomplish the work. Information regarding the project location, project description,
scope of services performed, project manager, subconsultants, and final contract cost
is required. Include a single client contact for each project listed.
D. Firm Qualification and Experience - Provide three (3) completed public sector ATP
projects within California, ideally, in the San Francisco Bay Area and for municipalities
of a similar size and land use pattern over the past three years that best represent the
firm’s qualifications and capabilities. Public sector experience provided here may be
used to satisfy three of the projects required in (c) above. Information regarding the
project location, project scope, firm scope of services, firm project manager,
subconsultants, project budget, and final contract cost is required along with a single
client contact for each project listed.
E. Project Work Plan & Approach - Present a well-developed approach to the Scope of
Work, including procedures, methodologies, measures of effectiveness, team
organization and scheduling of tasks to be performed as well as a statement outlining
the anticipated involvement of City staff. Describe the proposed approach for
addressing the required services, outlining the approach that would be undertaken in
providing the requested services. Additionally, identify approaches to resolve potential
critical issues and other elements of concern.
Proposers are encouraged to suggest technical or procedural innovations that have been
used successfully on similar projects and optional services may be used for the benefit
of this project.
F. Contract Acceptance - The Consultant must specifically agree, in writing, to accept the
consultant services agreement, including specifically the City’s Indemnification
requirements and insurance coverage requirements, without modification, in the
submitted proposal. If a Consultant has proposed changes to the Agreement, these must
be submitted along with an explanation of the request as part of their response to this
Request for Proposal. The City reserves the sole right to accept, reject, or modify any
proposed changes to the Agreement. Those documents are included as Attachments to
this Request for Proposal (RFP).
6. CLARIFICATIONS AND QUESTIONS
Questions and requests for clarification and/or additional information shall be directed in
writing via email to Matthew Schroeder at matts@cupertino.gov by August 23, 2024, 5:00 pm
PST. Include “RFP for 2024-ATP-01” in the subject line.
All responses to questions and/or clarifications will be provided by addenda and posted on
the City’s Business Opportunities webpage.
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7. SUBMITTAL PROCESS
Interested firms must submit an electronic PDF format copy of their proposal on the City’s
Business Opportunities webpage at: https://apps.cupertino.org/bidmanagement/index.aspx
Firms will need to create an account to download RFP documents as well as to upload
Proposals. To submit a Proposal, open the RFP posting and select the Electronic Submission
tab.
Proposal shall be submitted no later than 5:00 pm PST on September 6, 2024, and are to be
addressed to Matthew Schroeder, transportation planner.
It is recommended that consultants familiarize themselves with the web application prior to the
due date. Make sure to follow all submittal instructions and include all required documents.
Submitting documents electronically can take more time than anticipated, so please allow
enough time to finalize your submission by the stated deadline. Proposal submittals in process
but not completely uploaded by the deadline will automatically be rejected by the system. It
will not allow submissions once the deadline closes. Hard copies in any form will not be
accepted. No faxed submittals will be accepted. Electronic submittals are the only form of
submittal that will be accepted.
The Consultant is responsible for all costs associated with the Proposal submission.
8. EVALUATION PROCESS
Proposals will be evaluated by the City evaluation committee. Points will be assigned based on
the proposer’s qualifications, ability, approach, effectiveness, and efficiency in supporting each
item being rated with consideration for the selection criteria identified in Section 5.
Criteria Possible Points
1. Firm Description, Qualifications and Experience 15
2. Project Team, Qualifications and Experience 15
3. Project Experience 30
4. Proposed Work Plan and Approach 40
Total Possible Points 100
After the City’s evaluation committee reviews all submitted written proposals, the top ranked
Consultant’s may be invited to deliver a presentation and participate in an interview. The
details of the interview will be provided in a letter provided to the Consultant’s invited.
However, a final determination of the highest ranked proposer and recommendation to proceed
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with contract negotiations may occur without an interview selection process.
If an interview is conducted, it will occur after the proposals have been evaluated.
The evaluation committee will again rank the interviewed consultants and the highest ranked
proposer will be identified, based on the best overall ranking among the committee members.
Contract negotiations will then begin with the highest ranked proposer. If negotiations with the
highest ranked consultant are not successful, in consideration of either the scope or cost, the
second ranked team will be invited to negotiate, and so on.
9. COST PROPOSAL
A cost proposal shall be submitted under separate cover after the City completes the evaluation
of proposals. The cost proposal shall include hour and fee breakdown by the tasks detailed in
Project Description and Scope of Work.
Line items shall be broken out by subtask, as indicated in the cost template. Proposers must
provide a price for each item in the cost template, even optional tasks. If optional tasks are
proposed, those shall be identified individually. Approval of the individual optional tasks is at
the City’s discretion.
No markups shall be allowed on reimbursable expenses and the maximum markup on each
subconsultant shall be 5%.
10. SELECTION CRITERIA
Highly qualified Consultants will demonstrate the following evaluative criteria listed below,
not necessarily in order of importance, specifically in line with the evaluation criteria identified
in Section 8:
• Prior experience performing similar types and magnitude of work.
• Success and range of experience in previous projects, especially projects of similar
scope, including quality of work, success in meeting project deadlines, success in
meeting project budget, and related criteria.
• Qualifications and experience of key staff persons proposed to perform the work.
• Established structure and program for delivering assignments and ability to adhere
to schedules and budgets.
• Specific approach or solutions that align best with the expected scope of work
• Ability to adapt to changes and factors throughout the process that may affect the
project outcome.
• Ability to provide a range of services that meet the project needs.
• Special knowledge material to the project and its execution.
• Understanding and experience related to local, regional, and state agencies.
• Experience in Cupertino, Silicon Valley and the San Francisco Bay Area.
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• Firm organization and location.
11. SELECTION PROCESS
The City’s Purchasing Officer will recommend to the awarding authority the highest ranked
proposer who successfully negotiated scope and project cost with the City. The awarding
authority’s acceptance of the proposal will be evidenced by a Notice of Award delivered to the
selected consultant.
12. DISCLAIMERS AND RESERVED RIGHTS
This Request for Proposal does not commit the City to award a contract or to pay any costs
incurred in the preparation of a proposal or participation in response to this RFP.
The City reserves the right to accept or reject any or all proposals received, waive any
irregularities, negotiate with qualified proposers, select firms which, in its opinion, best serve
the City’s interests or cancel the Request. The City reserves the right to reject any proposal that
is determined to contain false, misleading, or materially incomplete information.
The City reserves the right to require any proposer to submit additional clarifying data or other
information the City deems necessary to substantiate the costs presented by the proposer. The
City may also require proposer to revise one or more elements of its proposal in accordance with
contract negotiations.
13. CONTRACT REQUIREMENTS
Within ten calendar days of the date the selected Consultant is notified of award by the City, it
shall execute a standard City of Cupertino Contract Services Agreement. The Agreement will
define basic contractual relationships with attachments that specify the Scope of Services,
compensation schedule, and deliverable schedule. A sample City Contract Services Agreement
is attached to this RFP as Attachment B. Note that the indemnity and insurance requirements
that are included as Attachment C are identified in the agreements and must be accepted
without modification.
Business License Requirements: The consultant and their subconsultants must hold or obtain
business licenses in the City of Cupertino for any work within City limits. If work for the City of
Cupertino is the only business within the City of Cupertino that the firm undertakes, no
business license is required per City of Cupertino municipal code.
A completed Internal Revenue Service Form W-9 may also be required to establish the vendor
in the City’s Financial System.
Failure of the selected consultant to make a timely submission may result in a rescission of
acceptance of the proposal by the City and an award of the contract to another proposer.
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Attachment A
SCOPE OF WORK
The Consultant will develop a clear and actionable plan to prioritize transportation projects that
promote active transportation within the City. This includes conducting an inventory of existing
infrastructure, developing a prioritized list of implementation projects, identifying non-infrastructure
elements for community engagement, creating a realistic approach to project funding, and conducting
extensive public outreach. Additionally, the Consultant will assist City staff in coordinating with local
stakeholders, including school districts, local businesses, and community groups. This project will
build off similar past efforts, such as the City's 2016 Bike Plan and the 2018 Pedestrian Plan. By
leveraging the insights and successes of these previous plans, the Consultant will ensure that the new
plan is comprehensive, informed by past experiences, and aligned with the City's long-term goals for
active transportation. The tasks and the deliverables for the process will be:
TASK 1: PROJECT MANAGEMENT
Task 1.1 Project Initiation
• Within two (2) weeks of receiving the Notice to Proceed, the Consultant will work with City staff
to facilitate a project kickoff meeting. The Consultant will lead the meeting and present a proposed
project scope, budget, and schedule.
• The Consultant shall describe how to conduct, coordinate, and share outreach activities, data
collection and analysis tasks, mapping outputs, and associated deliverables and reports.
• The Consultant shall be responsible for developing project templates for each category of project
deliverables to ensure consistency of format, layout, and overall design within deliverable types
(e.g., for reports, presentations, and Geographic Information Systems (GIS) layouts, displays,
tables, figures, etc.).
• The Consultant shall prepare and submit meeting minutes within five (5) business days of the
kickoff meeting to document the discussion and outcomes.
• Minutes shall be submitted to the City for review and comment.
• The Consultant shall develop a detailed project schedule. All tasks and subtasks, meetings
(including public outreach activities), and major milestones and deliverables shall be identified on
the schedule spreadsheet. The schedule will allocate resources, establish task sequencing, track
project execution, and review project status throughout the length of the project and shall align
with the compensation in Exhibit C.
• The Consultant shall also be responsible for developing and maintaining a simplified version of
the schedule for presentation to the broader public, including City committees, focused groups,
and the City Council.
Deliverables: Kickoff meeting; agenda; presentation and handouts; minutes and action items. Project
schedule breakdown.
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Task 1.2: Project Management
• The Consultant will facilitate monthly project management meetings with City staff.
• The Consultant will prepare a meeting agenda, review project status, and document any issues or
concerns, action items, and/or corrective steps in the meeting minutes.
• The Consultant will provide a recurring online meeting link.
• On a monthly basis, the Consultant will provide a status report and invoices documenting
progress towards each task.
Deliverables: Monthly project management status meetings; meeting agendas; project status reports;
meeting minutes and action items; monthly status report and invoices.
TASK 2: PUBLIC ENGAGEMENT
Task 2.1: Public Participation Plan
• The Consultant shall develop a project Public Participation Plan (PPP) that identifies outreach
methods, formats, and goals for each outreach activity. The PPP will provide an approach that
encourages open communication, generates meaningful conversations about active transportation-
related issues, proactively identifies issues and concerns throughout the planning process, and
tailors information appropriately for its varied audiences.
• The Consultant shall develop the PPP plan and submit it to the City for review within three (3)
weeks after the kickoff meeting. The PPP will outline a strategy to engage a diverse group of
stakeholders, organize and conduct public workshops or similar outreach events, and create
outreach materials and exhibits for public engagement activities. The input collected from each
public outreach task will be documented in the Appendix of the Active Transportation Plan.
• The Consultant may be asked to host both virtual and in-person events. A minimum of three (3)
public engagement events focused on Active Transportation Plan development will be required.
Deliverables: Public Participation Plan (PPP) Task
2.2: Public Input Survey
• The Consultant shall prepare and administer at least two (2) surveys or questionnaires regarding
existing travel patterns, origins and destinations, existing conditions, recreational and commuter
needs, and other issues (e.g. safety, network, accessibility, mobility, connectivity, barriers, or other
needs), route preferences, limitations in existing routes, routes needing maintenance or
infrastructure improvements, wayfinding and signage issues, and perceived safety issues. The
survey shall be accessible on the City website as well as other formats identified in the
Consultant’s Project Public Participation Plan.
Deliverables: Survey/questionnaire; survey results report, mailing list comprised of survey respondents
Task 2.3: Public Engagement Activities
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• The Consultant shall engage the public to inform community members about project goals,
potential projects, and benefits/impacts.
• The Consultant will also be responsible for collecting community feedback regarding needs, issues,
and challenges for both existing and potential active transportation modes. The outreach events
should consider in-person or virtual public meetings or workshops, attendance at significant
regional events (e.g., Bike to Work Month events, City Fall Bike Fest, or other public events), and
other activities as identified in the project PPP.
• The Consultant shall be responsible for developing, reproducing, presenting, and distributing
outreach materials (e.g., agendas, displays, presentations, layouts/maps, graphics, fact sheets,
flyers, meeting notices, and/or other materials).
• The Consultant shall be responsible for documenting outreach activities undertaken as part of the
public involvement effort in a Public Participation Summary Report. The report will present the
description of activities, attendees, dates, and locations and will include the invitations, agendas,
presentations, and meeting minutes. Additionally, fact sheets/newsletters, comments and
responses, notifications, and other materials developed in support of outreach will be compiled in
the report. The report may be integrated as an appendix to the ATP.
Deliverables: Public participation summary report; collateral for outreach events, including agendas,
displays, presentations, layouts/maps, graphics, fact sheets, flyers, meeting notices, and/or other
materials.
TASK 3: EXISTING CONDITIONS ANALYSIS
Task 3.1: Plan and Policy Review
• The Consultant shall gather and review relevant planning and policy documents from the City and
local agencies and summarize policies, goals, programs, and projects involving active
transportation. The documents shall be approved by City staff and be reviewed by the Consultant
to identify planned regional and local projects, evaluate the progress made on previous planning
efforts, and compare that analysis to the proposed work to ensure the projects complements
existing and prior City efforts.
• The Consultant must specifically consider and incorporate principles from Cupertino's 2024 Vision
Zero Action Plan into the final ATP to ensure that the ATP effectively advances Vision Zero
concepts, policies, and recommendations.
Deliverables: Existing plans and policies summary with an emphasis on how the ATP complements
Cupertino’s Vision Zero Plan (Technical Memorandum)
Task 3.2: Develop Goals, Objectives, and Performance Measures
• The Consultant shall develop short, medium, and long-range goals, objectives, and performance
measures. Performance measures may include biking and walking as a commuting mode share,
miles of new bike paths, bike lanes or sidewalks, and annual investments in active transportation
infrastructure.
• Establish a clear vision and articulate goals for a walkable and bikeable Cupertino.
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Deliverable: Draft goals, objectives, and performance measures (Technical Memorandum)
Task 3.3: Existing Conditions Review
• The Consultant shall develop a comprehensive baseline map using Esri software and a summary
report that includes a geographic and demographic review of the City.
• The Consultant shall produce maps that identify collision locations involving injuries and
fatalities, current and future land uses, and other relevant data that inform project development
and prioritization.
• The Consultant shall also inventory and assess existing on and off-road active transportation
facilities, such as sidewalks, bikeways, trails, and other enhancements supportive of active
transportation, bike racks, and bicycle lockers.
• The Consultant shall develop tables, graphics, and GIS layouts to illustrate the conditions,
including, but not limited to, level of cycling stress analyses, barrier analyses, and origin-
destination analyses.
Deliverables: Existing conditions summary (Technical Memorandum)
Task 3.4: Needs Assessment
• The Consultant shall identify needs on the City’s active transportation network based on prior
tasks analysis and public input. The needs assessment shall consider future growth, safety with
respect to bicyclists and pedestrians, existing gaps in and deficiencies of the active transportation
network, mobility and accessibility across all ages and abilities, and public and stakeholder
feedback recorded during the outreach process.
Deliverable: Needs Assessment Summary (Technical Memorandum)
TASK 4: PROJECT RECOMMENDATIONS
Task 4.1: Develop Project Recommendations
• The Consultant shall identify strategies and compile a prioritized list of infrastructure
improvements that fill active transportation gaps, improve mobility and accessibility for all ages
and abilities, address safety concerns, and promote bicycling and walking throughout the City as
identified in the existing conditions and needs analysis. Strategies shall also include non-
infrastructure solutions and educational programs consistent with the goals and objectives of the
ATP.
• The Consultant, in coordination with the City, shall develop strategies to address needs and
develop a methodology for prioritizing investments and strategies as part of this task.
Deliverable: Project recommendations summary (Technical Memorandum)
Task 4.2: Financial Analysis
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• The Consultant shall provide a planning-level cost estimate for recommended strategies and
infrastructure improvements. The cost estimates should include forecasts for capital, operations,
and maintenance funding to ensure the long-term financial feasibility and sustainability of active
transportation investments.
• The Consultant shall also identify available funding sources for active transportation projects, such
as federal and state grants, while also describing potential project competitiveness for specific
programs. The financial analysis will group the strategies using different mechanisms or categories
(e.g., by local agency and by project type, as needed).
Deliverables: Financial analysis (Technical Memorandum)
TASK 5: PREPARE ACTIVE TRANSPORTATION PLAN
Task 5.1: Develop Report
• Based on the results and feedback collected from previous tasks, the Consultant shall develop a
Draft and Final ATP. The ATP will also include an executive summary and appendices to provide
access to other key deliverables and work products developed over the planning process.
Task 5.2: Council/Commission Presentation
• The Consultant will develop a presentation and attend four (4) public meetings to solicit input or
project approval from Cupertino City Council and Bicycle Pedestrian Commission. It is
anticipated that attendance will be required at three (3) Bicycle Pedestrian Commission meetings
and one (1) City Council meeting.
• The Consultant will work with City staff to identify the appropriate meetings to attend and present
the project summary and recommendations and to solicit input.
Deliverable: Active Transportation Plan (draft and final); all project files, supporting technical data,
reports, and documentation. As well as compilation of comments received and responses. Presentation
slides and attendance at four (4) Commission/Council meetings
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Professional/Consulting Contracts /Version: April 2024
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and (“Contractor”), a
for ,
and is effective on the last date signed below (“Effective Date”).
2. SERVICES
2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in
detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees
to carry out its work in compliance with any applicable local, State, or Federal order regarding
COVID-19.
2.2 Contractor’s duties and services under this agreement shall not include preparing or
assisting the City with any portion of the City’s preparation of a request for proposals, request for
qualifications, or any other solicitation regarding a subsequent or additional contract with the City.
The City shall at all times retain responsibility for public contracting, including with respect to
any subsequent phase of this project. Contractor’s participation in the planning, discussions, or
drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a
subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by contractor
pursuant to this agreement.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on
(“Contract Time”), unless terminated earlier as provided herein. Contractor’s Servicesshall begin
on the Effective Date and shall be completed by . The City’s appropriate
department head or the City Manager may extend the Contract Time through a written amendment
to this Agreement, provided such extension does not include additional contract funds. Extensions
requiring additional contract funds are subject to the City’s purchasing policy.
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
Attachment B
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Professional/Consulting Contracts /Version: April 2024
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services an amount that will based on actual costs but that will be capped so as not to exceed
$ (“Contract Price”), based upon the scope of services in Exhibit A and
the budget and rates included in Exhibit C, Compensation attached and incorporated here. The
maximum compensation includes all expenses and reimbursements and will remain in place even
if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services, Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and
any of its employees, agents, and subcontractors shall not have any claim under this Agreement or
otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability,
unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely
liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable
to Contractor’s business including, but not limited to, federal and state income taxes. City shall have
no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event
that Contractor or any employee, agent, or subcontractor of Contractor providing services under this
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Professional/Consulting Contracts /Version: April 2024
Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority,
including but not limited to the California Public Employees Retirement System (PERS) to be eligible
for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless
City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and
interest on such contributions, which would otherwise be the responsibility of City, and actual
attorney’s fees incurred by City in connection with the above.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
all City information provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising
out of this Agreement is considered “works for hire” and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
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8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available
to City for review and audit. The records and supporting documents must be kept separate from
other records and must be maintained for four (4) years from the date of City’s final payment.
Contractor acknowledges that certain documents generated or received by Contractor in
connection with the performance of this Agreement, including but not limited to correspondence
between Contractor and any third party, are public records under the California Public Records
Act, California Government Code section 6250 et seq. Contractor shall comply with all laws
regarding the retention of public records and shall make such records available to the City upon
request by the City, or in such manner as the City reasonably directs that such records be provided.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, without prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City’s contributions in making the
project possible. The words “City of Cupertino” will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
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(c) Personal injury, property damage, or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary Information;
(e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must
accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request,
Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this
Agreement.
11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’
compensation payments, or the insurance or bond amounts required in the Agreement. Nothingin
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor’s compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
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13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy,
age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome
(AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination
laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735,
1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination,
Contractor understands that harassment and discrimination directed toward a job applicant, an
employee, a City employee, or any other person, by Contractor or its employees or sub-contractors
will not be tolerated. Contractor agrees to provide records and documentation to the City on
request necessary to monitor compliance with this provision.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of
Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and
employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns
as the City’s representative for all purposes under this Agreement, with authority to oversee the
progress and performance of the Scope of Services. City reserves the right to substitute another
Project manager at any time, and without prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns
as its single Representative for all purposes under this
Agreement, with authority to oversee the progress and performance of the Scope of Services.
Contractor’s Project manager is responsible for coordinating and scheduling the Services in
accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly
update the City’s Project Manager about the progress with the work or any delays, as required under
the Scope of Services. City written approval is required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
given reasonable time to assemble the work and close out the Services. With City’s pre-approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
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16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement must be filed with the Superior Court for the County of Santa Clara, State of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party’s authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions
of required provisions. The Parties will collaborate to implement this Section, as appropriate.
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23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in
no way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found
by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in
force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Attention:
Email:
To Contractor:
Attention:
Email:
27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
DATE:
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Jan. 2022
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MINIMUMS REQUIRED
1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory,"
will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 10 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary basis for the benefit of City before the City’s own insurance or self-
insurance shall be called upon to protect City as a named insured.
2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned
autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s
Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s
profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written
on a claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
EXHIBIT D
Insurance Requirements
Design Professionals & Consultant Contracts
Attachment C
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Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Jan. 2022
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
(“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile
liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s
insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later
editions are used).
Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance
maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance
and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.
Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the
extent said losses are covered by the insurance policies required herein. Specifically, the Workers’
Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed
by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either:
the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional
Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim
administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured
retention may be satisfied by either the insured or the City.
Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.
Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the
CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to
demand verification of compliance at any time during the Contract term.
Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of
this Contract, including naming the City as an additional insured on subconsultant’s insurance policies.
Higher Insurance Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be
entitled to coverage for the higher insurance limits maintained by Consultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior
experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice
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