HomeMy WebLinkAbout26-058 MQWorks for Capital Improvement Program Support ServicesCapital Improvement Program Support Services
Master Professional/Specialized Services Agreement/ Rev. April 2024
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MASTER PROFESSIONAL/SPECIALIZED SERVICES
AGREEMENT WITH MQWORKS, LLC
1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and MQWorks, LLC (“Contractor”) a Sole Proprietorship/Individual for Capital Improvement Program
Support Services, and is effective on the last date signed below (“Effective Date”).
2. SERVICES
2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services,
attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comply with this
Agreement and with each Service Order issued by the City’s Project Manager or his/her designee, in
accordance with the following procedures, unless otherwise specified in Exhibit A. Contractor further
agrees to carry out work in compliance with any applicable local, State, or Federal order regarding
COVID-19.
2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in
writing and hold a meeting with Contractor to discuss the Service Order. Contractor will submit a written
proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which
the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and
incorporated here as Exhibit B. The Service Order will specify the Scope of Services, Schedule of
Performance, Compensation, and any other conditions applicable to the Service Order. Issuance of a
Purchase Order is discretionary. The City Project Manager is authorized to streamline these procedures
based on the City’s best interests. Contractor will not be compensated for Services performed without a
duly authorized and executed Service Order.
2.3 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 Term. This Agreement begins on the Effective Date and ends on March 30, 2031 (“Contract
Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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.
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3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each
Service Order, and under no circumstances should the Services go beyond the Contract Time.
3.3 Time is of the essence for the performance of all the Services required in this Agreement and in
each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the
Services on time. Contractor must respond promptly to each Service Order request.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a
total amount that will based upon actual costs but that will be capped so as not to exceed $220,000.00
(“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The
maximum compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount.
4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the
rates set forth in the Service Order, which shall not exceed the capped amount specified in the Service
Order.
4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must
state a description of the deliverables completed and the amount due for the preceding month. Thirty (30)
days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete
payment of costs and pending claims for City approval. Noncompliance with this requirement 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.
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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
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 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:
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(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 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 will be considered an assignment of the Agreement and subject to City
approval. 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 Contractors (“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
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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 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 C,
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.
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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 Contractor's 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 Susan Michael 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 Michelle Quinney as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Services. Contractor’s Project manager is responsible for coordinating and
scheduling the Services in accordance with City instructions, service orders and the Schedule of
Performance. Contractor must regularly update the City’s project manager about the status, progress
and any delays with the work. City’s written approval is required prior to Contractor substituting a
new Representative which shall result in no additional costs to City.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated
for satisfactory Services performed through the date of abandonment, and will be given reasonable time
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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 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
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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 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: Susan Michael
Email: SusanM@cupertino.org
To Contractor:
MQWorks, LLC
3126 Hawkcrest Circle
San Jose, CA 95135
Attention: Michelle Quinney
Email: MQWorksLLC@yahoo.com
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.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
MQWORKS, LLC
By
Name
Title
Date
APPROVED AS TO FORM:
MICHAEL K. WOO
Senior Assistant City Attorney
ATTEST:
LAUREN SAPUDAR
City Clerk
Date
Michelle Quinney
Michelle Quinney
President
Apr 15, 2026
Michael K Woo
Chad Mosley
Director of Public Works
Apr 15, 2026
Lauren Sapudar
Apr 15, 2026
Exhibit A – Scope of Services
The Consultant will perform under the general direction of the Capital Improvement
Programs (CIP) Division of the Public Works Department and coordinate with other City
personnel throughout the course of the work. The Consultant scope of services may include,
but is not limited to:
Providing a Project Manager (PM) capable of supporting all phases of project delivery
including coordination and management of consultants, project quality assurance, and
development of project scopes, schedules, and budgets for a broad range of CIP projects
and City programs. The City anticipates 20 hours per week for the work, though flexibility
is required to accommodate varying project demands.
Consultant will not provide professional design services under this contract. Engineering
and/or Architectural expertise is required for this scope of work, but the City will contract with
other consultants for the projects’ design and engineering scopes of work.
Consultant’s duties and services under this agreement shall not include preparation and
assessment of the City’s request for proposals (RFPs), request for qualifications (RFQs), bid
solicitations or any other solicitation regarding a subsequent or additional contract between
the Consultant and the City. The City shall at all times retain responsibility for public
contracting, including with respect to any subsequent phase of these projects.
The Consultant will provide staff who will work onsite and offsite, as required, to support the
City while interacting with residents, City consultants, industry experts, or other agencies, as
applicable.
Consultant is contracted as an independent contractor and as such shall control the means and
methods for the completion of the Work assigned and the location and timing of how the work
is completed in accordance with the contractual obligations. Consultant will supply all tools
and materials necessary to complete the Work and shall pay all business expenses, including
the rental of a City computer if necessary for access to required City project or program filing
systems. Consultant may occasionally request the use of City facilities to conduct
project/program meetings for the Work. The City of Cupertino will not require or provide
training to the Consultant.
Consultant will provide project management services for CIP projects as specified in the
service orders at the hourly rate of $225/hour. This rate can be reviewed by all parties and
revised within the service orders on an annual basis. Rate increases will not exceed 3%
annually and shall be based on the San Francisco Bay Area Consumer Price Index.
City of Cupertino Master Agreement Service Order
Exhibit B
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.
Master Agreement Contract #:
Maximum Compensation:
Consultant:
MA Date:
MA End Date:
Ph:
Project Name:
Description: (simple project description if appropriate)
Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance
and Compensation
City Project Management
Managing Department:_____________ Project Manager:
Fiscal/Budget :
Master Agreement Maximum Compensation:
Total Previously Encumbered to Date:
Encumbrance this Service Order:
Master Agreement Unencumbered Balance:
Approvals Signatures:
Consultant/
Contractor
Manager/
Supervisor:
Date:
Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above
fund for the above contract as estimated and that funds are available as of this date of signature
City Finance: Date:
Management Analyst
Firm Name:
Address:
Contact:
SO Acc't #:
Project #:
PO #:
Date:
Revised 2.06.23
Contractor/Consultant Affidavit of No Employees
State of California
County of Santa Clara
City of Cupertino
I, the undersigned, declare as follows:
I am an independent contractor and the owner of .
I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions
of section 3700 of the California Labor Code, which requires every employer to provide Workers'
Compensation coverage for employees in accordance with the provisions of that Code. I am also
aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any
and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract.
I hereby certify that I do not have any employees nor will I have any employees working for me or
my business during the term of any service contract with the City of Cupertino. I am not required to
have Workers’ Compensation insurance.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true
and correct.
Executed on this ____day of ____________, 2026, at , California.
______________________________
PRINT NAME
______________________________
SIGNATURE
Michelle Quinney
MQWorks, LLC
15th April San Jose
Michelle Quinney
Revised, 01.01.19
Declaration of Sole Proprietorship
DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID
AWARDED TO: ______________________________, hereinafter “Organization”
For the purpose of inducing the City of Cupertino (“City”) to enter into any contracts with
Organization, or to go forward with any contracts awarded to Organization, I declare as
follows:
I am the authorized representative of Organization, an independent contractor for the purposes
of workers' compensation and labor laws in the State of California. This Organization will hire
no employees for work required for any bid awarded or any contract entered into with the City.
All work required will be performed personally and solely by me.
If the Organization hires employees to perform this contract or any portion thereof, the
Organization shall obtain workers' compensation insurance and provide proof of such coverage
to the City.
If the Organization hires a subcontractor to perform this contract or any portion thereof, and the
subcontractor has employees, then the Organization shall require its subcontractor to obtain
workers' compensation insurance coverage. In the alternative, the Organization shall obtain
workers' compensation insurance coverage on behalf of the subcontractor's employees.
This document constitutes a declaration by the Organization against its financial interest,
relative to any claims that it may assert under the applicable workers' compensation and/or
labor laws against the City relating to any bid awarded or contract entered into with this
Organization. The Organization shall defend, indemnify and hold harmless the City from any
and all liability, claims, demands, causes of action, charges, damages, injuries, fees including
attorney fees, costs and expense that may be asserted or established by any person or entity in
the event the Organization hires an employee in violation of this addendum.
I agree that this declaration shall constitute an addendum to any bid awarded or any contract
entered into with this Organization. I declare under penalty of perjury under the laws of the
State of California that the foregoing is true and correct.
______________________________
DATE
______________________________
AUTHORIZED RESPRESENTATIVE
Michelle Quinney
MQWorks, LLC
Apr 15, 2026
Insurance Requirements for Professional/Specialized Services
Agreement
1
Version: May 2025
Contractor 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.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): with coverage at least as broad as Insurance Services Office (“ISO”) Form
CG 00 01, with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000
products and completed operations aggregate. The policy shall include a per project or per location general
aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not
available, the limit of the general aggregate shall be doubled .
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 Contractor's policy shall allow and be endorsed "primary and non-
contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as
the most recent edition of ISO CG 20 01.
c.The limits of insurance required may be satisfied by a combination of primary and umbrella or excess
liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own
insurance or self-insurance shall not be called upon.
2.Automobile Liability: Coverage shall be provided using ISO Form Number CA 00 01 (or equivalent) covering
any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned autos (Code 9),
with limits no less than $1,000,000 each accident for bodily injury and property damage.
Not required. Consultant shall be fully remote and not use automobiles to provide the service .
In the event Consultant uses an automobile or automobiles in the operation of its business to provide
services under this Agreement, the Consultant shall, prior to such use, provide the City with
evidence of Business Automobile Liability insurance coverage in the amount required under this
Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not
own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with
a Certificate of Insurance, along with an additional insured endorsement in favor of the City,
primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and
endorsement under the policy prior to the use of any automobile.
Consultant has provided written confirmation that it does not own any autos. Consultant shall
provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-
Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile
Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or
automobiles in the operation of its business to provide services under this Agreement, the
EXHIBIT C
Insurance Requirements
Professional/Specialized Services Agreement
Insurance Requirements for Professional/Specialized Services
Agreement
2
Version: May 2025
Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability
insurance coverage in the amount required under this Section 2 for owned, non-owned and hired
autos (any auto-Symbol 1).
In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this
Agreement and provide the City with evidence (including the policy Declarations Page) of personal
automobile insurance coverage in accordance with the laws of the State of California. As available
under the policy, evidence shall be provided with the Certificate of Insurance, along with an
additional insured endorsement in favor of the City, primary and non-contributory coverage and
endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is
required prior to commencement of services.
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 each accident / disease.
Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis 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 Contractor must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance policies shall contain, be endorsed and have the following conditions and
provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional
Insureds”) are to be covered and endorsed as additional insureds on Contractor’s CGL and automobile liability
policies. General Liability coverage shall be in the form of an endorsement to Contractor’s insurance (at least as
broad as ISO Form CG 20 10 (11 85) or if not available, through the addition of both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 20 37 forms, if a later edition is used.
Primary and Non-Contributory Coverage
Except for Workers’ Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed
primary with coverage at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its
officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents, and volunteers shall be excess of Contractor’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. If a carrier will
not provide the required notice of cancellation or policy modification, the Contractor shall provide written
notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in
advance if due to non-payment of premiums.
Waiver of Subrogation
Contractor waives any right to subrogation against City/Additional Insureds for recovery of damages to the
Insurance Requirements for Professional/Specialized Services
Agreement
3
Version: May 2025
extent said losses are covered by the insurance policies required herein. Specifically, the General Liability,
Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of
subrogation in favor of City for all work performed by Contractor, its employees, agents and volunteers. 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 (Insert on the Certificate
of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible
or self-insured retentions as respects the City/Additional Insureds; or Contractor 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
Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A-VII
or higher.
Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance including all required amendatory
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 to City prior to
commencing the Services. However, failure to obtain the required documents prior to the work beginning shall
not waive Contractor’s obligation to provide them. City retains the right to require complete, certified copies
of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance required herein, and Contractor
shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage
subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Higher Insurance Limits
If Contractor 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 Contractor.
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.
Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City
reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer,
coverage or other special circumstances.
Capital Improvement Program Support Services
Final Audit Report 2026-04-15
Created:2026-04-13
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAa1Q0PTEcLCEkAOF-21VUobo3UqOZFjeK
"Capital Improvement Program Support Services" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2026-04-13 - 11:52:04 PM GMT- IP address: 35.229.54.2
Document emailed to aracelia@cupertino.org for approval
2026-04-14 - 0:04:42 AM GMT
Email viewed by aracelia@cupertino.org
2026-04-14 - 0:04:56 AM GMT- IP address: 3.85.73.66
Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre
2026-04-15 - 5:05:19 PM GMT- IP address: 71.202.76.156
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2026-04-15 - 5:05:21 PM GMT - Time Source: server- IP address: 71.202.76.156
Document emailed to mqworksllc@yahoo.com for signature
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Signer mqworksllc@yahoo.com entered name at signing as Michelle Quinney
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Document e-signed by Michelle Quinney (mqworksllc@yahoo.com)
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Document emailed to michaelw@cupertino.org for signature
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Email sent to Webmaster Admin (webmaster@cupertino.org) bounced and could not be delivered
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Signer michaelw@cupertino.org entered name at signing as Michael K Woo
2026-04-15 - 8:58:41 PM GMT- IP address: 64.165.34.3
Document e-signed by Michael K Woo (michaelw@cupertino.org)
Signature Date: 2026-04-15 - 8:58:43 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Chad Mosley (chadm@cupertino.org) for signature
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Document e-signed by Chad Mosley (chadm@cupertino.org)
Signature Date: 2026-04-15 - 9:03:55 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to laurens@cupertino.org for signature
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Signer laurens@cupertino.org entered name at signing as Lauren Sapudar
2026-04-15 - 10:44:03 PM GMT- IP address: 69.149.42.28
Document e-signed by Lauren Sapudar (laurens@cupertino.org)
Signature Date: 2026-04-15 - 10:44:05 PM GMT - Time Source: server- IP address: 69.149.42.28
Agreement completed.
2026-04-15 - 10:44:05 PM GMT