CC 01-22-2025 Item No. 9. Attachment C - RFP - Modernization of TV Broadcast System
CITY OF CUPERTINO
REQUEST FOR PROPOSALS
FOR
CONSULTING SERVICES FOR THE DESIGN AND
IMPLEMENTATION FOR MODERNIZATION OF
BROADCAST TV AND COMMUNITY HALL
INTEGRATION.
RFP Issue Date:
July 12, 2024,
Submittal Due Date:
August 16, 2024
INNOVATION TECHNOLOGY
CITY HALL • 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3200
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REQUEST FOR PROPOSALS
CITY OF CUPERTINO
TABLE OF CONTENTS
1. Introduction
2. About Cupertino
3. Scope of Work
4. Selection Criteria
5. RFP Schedule
6. Submittal Requirements
7. Contract Requirements
• Attachment A - Sample Professional/Consultant
Service Agreement
• Attachment B - Insurance Requirements Agreement
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1. INTRODUCTION
The City of Cupertino (City) invites proposals from qualified firms to modernize its
broadcast and facility integration system using Network Device Interface (NDI)
technology. This RFB covers the following three (3) phases:
• Phase I: Needs Assessment of the City's Current Broadcast and Community Hall
Integration System
• Phase II: Design and Development of the New Broadcast and Facility Integration
System
• Phase III: Implementation, Testing, and Transition to the New System
The City reserves the right to contract for one or more phases and to proceed or not proceed at the
conclusion of each phase and to issue an RFP later.
2. ABOUT CUPERTINO
The City of Cupertino was incorporated in 1955 and located in the foothills of the Santa
Cruz mountains, in the west end of Santa Clara County, California. With a population of
approximately 59,000 encompassed throughout approximately eleven square miles,
Cupertino is one of many cities that claim to be the “heart” of Silicon Valley. Most notably,
Cupertino is home to the worldwide headquarters for Apple, Inc. as well as other great
innovators in technology such as Lab 126, Sugar CRM and Citrix Systems.
The City provides a broad range of municipal services. These include, planning, building,
park & recreation, street and park maintenance, storm drain and general administrative
services. Fire and Police services are provided by the County of Santa Clara. Water is
provided to the residents by San Jose Water, an investor-owned public utility.
The City Channel, the city of Cupertino's government access television channel (Comcast
Cable Channel 26 and AT&T U-Verse Channel 99), was the first government channel to
begin operations in Santa Clara County. Established in 1982, the city's video department
began televising city council and planning commission meetings in January 1983. Since
then, the channel has grown into a vital information resource for the community,
providing Cupertino residents with a wide variety of locally produced and acquired
programming.
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3. SCOPE OF WORK
While it is the City’s goal to select a single vendor to conduct all phases described below,
Phase II and Phase III are to be considered optional. The need for these phases will be
confirmed or modified pending the outcome of Phase I and budget availability.
Phase I: Needs Assessment
1. Current System Evaluation
• Conduct a thorough assessment of the existing broadcast and facility
integration systems.
• Identify current capabilities, limitations, and areas needing improvement.
• Document all existing equipment, software, and workflows.
2. Stakeholder Consultation
• Engage with key stakeholders, including city staff, council members, and
technical personnel.
• Gather requirements, expectations, and suggestions for the new system.
• Conduct workshops and interviews to understand the needs and goals of
various user groups.
Needs Analysis Report
• Compile findings from the evaluation and consultations.
• Provide a detailed needs analysis report outlining the requirements for the
new system.
• Include recommendations for system features, capabilities, and
improvements.
Phase II: Design and Development
1. System Design
• Develop a comprehensive design for the new broadcast and facility
integration system.
• Ensure the design supports NDI technology and integrates all required
subsystems (lighting, HVAC, cameras, Dais electronics, etc.).
• Create detailed schematics and diagrams for the proposed system
architecture.
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2. Technical Specifications
• Define technical specifications for all hardware and software components.
• Specify requirements for video quality (HD and 4K), audio quality, storage,
network infrastructure, and control interfaces.
• Ensure compatibility with existing infrastructure where necessary.
3. Project Plan Development
• Develop a project plan outlining the steps for implementation, testing, and
transition.
• Include timelines, milestones, and resource requirements.
• Address risk management, quality assurance, and contingency plans.
4. Bid Preparation and Vendor Selection
• Prepare the necessary documentation for vendor bids.
• Assist in the evaluation and selection of vendors for the supply of hardware,
software, and implementation services.
• Ensure vendors meet the technical and operational requirements outlined in
the design.
Phase III: Implementation, Testing, and Transition
1. Procurement and Installation
• Oversee the procurement of all hardware and software components.
• Coordinate the installation of the new system, ensuring minimal disruption to
ongoing operations.
• Supervise the integration of subsystems within the Community Hall.
2. System Configuration and Testing
• Configure the new system according to the design specifications.
• Conduct rigorous testing to ensure all components function correctly and
meet performance standards.
• Perform end-to-end tests, including live broadcasting and facility integration
tests.
3. Training and Documentation
• Provide comprehensive training for city staff on the operation and features of
the new system.
• Develop user manuals, technical documentation, and training materials.
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• Conduct hands-on training sessions and workshops.
4. Transition and Go-Live Support
• Facilitate a smooth transition from the old system to the new system.
• Provide go-live support to address any issues that arise during the initial
phase of operation.
• Monitor system performance and make necessary adjustments to ensure
optimal functionality.
5. Post-Implementation Support
• Implement ongoing monitoring and support services.
• Establish a support plan for maintenance, updates, and troubleshooting.
• Ensure the system remains scalable and adaptable to future needs.
Deliverables
1. Needs Assessment Report: Detailed report outlining current system evaluation,
stakeholder requirements, and recommendations for the new system.
2. System Design and Technical Specifications: Comprehensive design documents
and technical specifications for the new system.
3. Project Plan: Detailed project plan with timelines, milestones, and resource
requirements.
4. Vendor Selection Documentation: Documentation for vendor bids and selection
process.
5. Installation and Configuration Records: Records of the installation process and
system configuration.
6. Testing and Validation Reports: Reports on the results of system testing and
validation.
7. Training Materials: User manuals, technical documentation, and training
materials.
8. Support Plan: Plan for ongoing support, maintenance, and future scalability.
This scope of work ensures a thorough and systematic approach to modernizing the
city's broadcast and facility integration system, leveraging advanced NDI technology to
meet current and future needs.
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4. SELECTION CRITERIA
Some of the criteria for selection of the consultant are listed below, not necessarily in order
of importance:
• Qualifications and experience of key staff persons who will conduct the work.
• Work program and methodology for conducting the assignments.
• Project schedule for Phase I, II, and III.
• Experience with California municipalities for like projects.
• Ability to accept the City’s contract terms including endorsements and insurance
requirements
• References and recommendations.
• Cost
All proposals will be reviewed for compliance with specifications including documented
capability to perform the prescribed work in a satisfactory manner. Proposals will be
evaluated on a point system (0-100 points, with one hundred being the best possible score)
in accordance with the following:
Criteria Maximum Points
Understanding and adherence to the City’s
objective tasks set forth in the Scope of Work
30 points
Consultant’s experience, qualifications, and skills. 25 points
Quality of proposal 10 points
References 10 points
Price 20 points
Conformance to City’s contract and Insurance
Requirements
5 points
The City reserves the right to waive any irregularity in any proposal or reject any
proposal which does not comply with this RFP.
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5. RFP SCHEDULE
The schedule is set tentatively as follows:
• RFP Issuance Date: July 12, 2024
• Site Visit for Vendor Review: July 26, 2024
• Deadline for Vendor Questions: August 2, 2024
• Staff Response to Vendor Questions: August 9, 2024
• Proposal Submission Deadline: August 23, 2024 – 5 PM
• Evaluation Period: August 23 – September 6, 2024
• Vendor Presentations: September 16-19. 2024
• Vendor Selection and Notification: September 30, 2024
• Contract Negotiations and Award: October 22, 2024
The City expects, but does not guarantee, that the decision on the selection of a firm will
be made by the Department on the date(s) indicated above.
Proposal Due Date: Submit to City: Friday, August 23, 2024, 5:00 P.M
Submit to The City of Cupertino: Vendors must electronically submit the following documents:
• Proposal Response
Electronic submissions will be electronically received through the
https://apps.cupertino.org/bidmanagement/index.aspx. The City is not responsible for electronic
submissions not received by the deadline due to technical failures of the Proposer.
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6. SUBMITTAL REQUIREMENTS
Proposals are due by Friday, August 23, 2024, 5:00 P.M. Late submittals will not be
considered. Proposals are to be uploaded to the City’s bid management platform.
RFP documents will be posted on the city's RFP And Bid Management website at:
https://apps.cupertino.org/bidmanagement/index.aspx
Vendors are required to submit the proposal through the City’s RFP and bid management
site by signing up on the site.
Pre-bid questions are to be sent via email to TVModernization@cupertino.gov and are
due Friday, August 2, 2024 by 5:00 P.M. Questions not sent to
TVModernization@cupertino.gov as well as questions not sent by the due date and time will
not be responded to.
The City reserves the right to reject any or all submittals, waive any irregularities, and
select firms or individuals which, in its opinion, best serve the City’s interests. The
Consultant is responsible for all costs associated with the submission.
The submittal shall not exceed 10 sheets (20 pages double sided), excluding table of
contents, cover letter, resumes for key personnel, and any promotional materials. The
City prefers a quality submission over quantity; succinct, responsive proposals are
welcomed. Submissions will not be returned.
All Consultant submissions shall provide the following general information:
A. Cover Letter
An original, signed cover letter that contains the following:
• Name of individual, partnership, company, or corporation submitting proposal.
• Statement which indicates an understanding of the scope of work as presented in
this specification and confirmation that all terms and conditions of the RFP are
understood and acknowledged by the undersigned.
• Statement that the Consultant accepts the City’s Indemnification requirements
and insurance coverage requirements, without modification.
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B. Qualifications and Experience
General qualifications, special firm knowledge or capabilities, experience as a
consultant for governments, and recent experience with local government TV
Broadcast Modernization efforts in California.
C. Overview/Executive Summary
Clearly convey the firm’s understanding of the nature of the project and the approach
to be taken. This section should include but not be limited to the following:
• Purpose and organization of the effort.
• Summary of the proposed approach.
• A description of the firm and the firm’s experience with similar projects.
D. Management Program
Describe the consultant’s management approach to the proposal. The expected
distribution of the work among the firm’s employees should be indicated. The
management program should also describe:
• Organization – Please explain how the work assignment is expected to be structured.
• Staffing – Please provide the names of key personnel, including supervisors and key
technical support staff, along with a summary of the pertinent qualifications for each
supervisor and key technical staff member. Staffing assignments should be specific
enough to demonstrate an understanding of the skills required, identification of any
subconsultants necessary to complete the tasks, and the commitment of appropriate
resources. Please also include the resumes of the identified project team as an
attachment.
• Management Approach – Please describe the role of the prime and subconsultants and
any specific features of the management approach that require explanation. If
subconsultants are being considered, please list their specific responsibilities, and
describe how they will be supervised.
• Single Project Manager – The City requires a single Project Manager for consultant
management for each contract. Indicate who the single point of contact will be and their
qualifications.
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E. Detailed Work Program, Schedule, & Cost
This section should include the following for Phase I, II and III:
• Task Descriptions – Please provide a full description of the steps to be followed in
conducting the work. This work description should be broken down into a sufficient
level of detail (e.g., tasks, subtasks, etc.) to show a clear understanding of the work and
the proposed approach.
• Deliverables – Please provide a description of the format, content, and level of detail
which can be expected for each deliverable.
• Schedule – Please provide a project timeline outlining the key tasks and subtasks
expected to be completed within the proposed timeframe, beginning in November 2024.
Where possible, beginning and end dates for each task shall be shown to ensure the
completion of the overall project within the appropriate timeframe. Identify the
responsible person including members of the project team for each task and subtask. The
consultant should place adequate time in the schedule for the City staff to review and
edit all draft documents.
• Personnel Hours – Please provide a breakdown of the anticipated personnel hours for the
various tasks for all team members and subconsultants, including mark-up factors which
could apply.
• Cost – Identification of all costs Consultant will charge for performing the tasks necessary
to accomplish the objectives of this RFP. The costs must break out all expenses expected
to be billed to the City for each key task of the project. Cost proposal shall include the
estimated number of project work hours and costs attributable to Phases I, II and III,
which shall be broken out separately for each phase. A list of hourly rates of proposed
project team members shall also be included.
F. References
Please provide at least three references from previous cities, counties or other
agencies for whom the consultant has prepared such documents and provide at least
three appropriate samples of recent work product prepared within the last five years.
Each reference shall include organization name, contact person, title, telephone
number, services performed, and the date the document was adopted. All submitted
materials shall become the property of the City of Cupertino.
G. Conflict of Interest
• That Contractor has no business, professional, personal, or other interest,
including, but not limited to, the representation of other clients, which would
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conflict in any manner or degree with the performance of its obligations under
this Agreement.
• If any such actual or potential conflict of interest arises under this Agreement,
Contractor shall immediately inform the City in writing of such conflict.
• If, in the reasonable judgment of the City, such conflict poses a material conflict
to and with the performance of Contractor's obligations under this Agreement,
then the City may terminate the Agreement immediately upon written notice to
Contractor; such termination of the Agreement shall be effective upon the receipt
of such notice by Contractor.
7. CONTRACT REQUIREMENTS
Once project scope and fee are negotiated, the Consultant shall execute a standard
City of Cupertino single project agreement. The agreement will define basic
contractual relationships with attachments that specify the scope of services,
compensation schedule, and deliverable schedule. A sample City agreement is
attached to this RFP as “Attachment A.” “Attachment B” outlines the insurance
requirements.
{---Contract Title---}
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PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1.PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and {---Company Name---} (“Contractor”), a {---Business Type---} for {---Contract Title---},
and is effective on the last date signed below (“Effective Date”).
2.SERVICES
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.
3.TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on {---Expiration Date---}
(“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin
on the effective date and shall be completed by {---Expiration Date---}. 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.
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 Amount---} (“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
Attachment A
{---Contract Title---}
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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. Should any court, arbitrator, or administrative authority, including but not limited
to the California Public Employees Retirement System (PERS), the Internal Revenue Service or
the State Employment Development Division, determine that Contractor, or any of its employees,
agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in
amounts payable under this Agreement, or to promptly remint to City any payments due by the
City as a result of such determination, so that the City’s total expenses under this Agreement are
not greater than they would have been had the determination not been made.
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.
{---Contract Title---}
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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.
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 mus t 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
{---Contract Title---}
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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;
(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. Nothing in
{---Contract Title---}
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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.
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.
{---Contract Title---}
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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 {---City Project Manager Name---} 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 {---Contractor POC--
-} 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.
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
{---Contract Title---}
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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.
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
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Page 8 of 9 Professional/Consulting Contracts /Version: October 2021
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
Office of the City Manager
10300 Torre Ave., Cupertino CA 95014
Attention: {---City Project Manager Name---
}
Email: {---City Project Manager Email---}
To Contractor: {---Company Name---}
{---Street1---}
{---Street2---}
{---City---} {---State/Province---} {---Postal
Code---}
Attention: {---Contractor POC---}
Email: {---Contractor POC 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.
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
{---Contract Title---}
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Date Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Attachment B
Insurance Requirements
Design Professionals & Consultants Contracts
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
selfinsurance 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.
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts Form Updated Jan. 2022
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OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
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 wai ver 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.
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts Form Updated Jan. 2022
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