HomeMy WebLinkAbout26-150 Town of Los Altos Hills and Matrix Consulting Group for feasibility assessment of law enforcement services contractPage 1 of 9
Professional/Consulting Contracts /Version: March 2025
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and the Town of Los Altos Hills, a municipal corporation (“Town”) and Matrix Consulting
Group (“Contractor”), a corporation for feasibility assessment of law enforcement services, and
is effective as of September 1, 2026, or the date of the last signature below, whichever is later
(“Effective Date”).
2. SERVICES
2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in
detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees
to carry out its work in compliance with any applicable local, State, or Federal order regarding
COVID-19.
2.2 Contractor’s duties and services under this agreement shall not include preparing or
assisting the City with any portion of the City’s preparation of a request for proposals, request for
qualifications, or any other solicitation regarding a subsequent or additional contract with the City.
The City shall at all times retain responsibility for public contracting, including with respect to
any subsequent phase of this project. Contractor’s participation in the planning, discussions, or
drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a
subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by contractor
pursuant to this agreement.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on September 1, 2026, or upon execution of this Agreement,
whichever occurs later (“Effective Date”). Contractor shall complete Phase 1 services within three
(3) months of the Effective Date. This Agreement shall remain in effect until the completion of the
services, unless terminated earlier as provided herein. 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
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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
$137,850 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and
rates included in Exhibit C, Compensation attached and incorporated here. The maximum
compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services, Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and
any of its employees, agents, and subcontractors shall not have any claim under this Agreement or
otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability,
unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely
liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable
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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 provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising
out of this Agreement is considered “works for hire” and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
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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 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:
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(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 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.
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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 its employees or sub-contractors
will not be tolerated. Contractor agrees to provide records and documentation to the City on
request necessary to monitor compliance with this provision.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of
Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and
employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns Jonathan Orozco 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 Richard Brady 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.
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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
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.
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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
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Attention: Jonathan Orozco
Email: jonathano@cupertino.gov
To Contractor: Matrix Consulting Group
Attention: Richard Brady
Email: rbrady@matrixcg.net
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
Sequel Insurance Services
111 Scripps Drive
Sacramento, CA 95825
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CITY OF CUPERTINO
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CUPERTINO, CA 95014-3202 447
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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 Jonathan Orozco Name Richard Brady
Title Finance Director Title Chairman of the Board
Date Date
TOWN OF LOS ALTOS HILLS
A Municipal Corporation
By
Name Cody Einfalt
Title City Manager
Date
APPROVED AS TO FORM:
MICHAEL K. WOO
Senior Assistant City Attorney
ATTEST:
LAUREN SAPUDAR
City Clerk
DATE:
Richard Brady
09/03/2026
09/03/2026
09/03/2026
09/03/2026
A-1
EXHIBIT A
SCOPE OF SERVICES
Project Overview
Consultant shall evaluate alternatives for the delivery of law enforcement services to the
City of Cupertino and Town of Los Altos Hills (collectively, “City”), including the feasibility
of continuing contract law enforcement services, establishing a municipal police
department, and evaluating other regional law enforcement service delivery models,
including but not limited to contracting with other neighboring cities with existing law
enforcement departments. Consultant shall perform the services described below and
provide the required analyses, reports, presentations, and recommendations.
PHASE 1 – FEASIBILITY ASSESSMENT
Task 1. Project Initiation and Stakeholder Engagement
Consultant shall initiate the project by conducting meetings and gathering information
necessary to complete the feasibility assessment. Services shall include, at a minimum:
1. Conduct a project kickoff meeting with City representatives to review project
objectives, schedule, communication protocols, data needs, and anticipated
deliverables.
2. Develop a project work plan and stakeholder engagement strategy.
3. Interview City staff, elected officials, commissioners, and other stakeholders
identified by the City.
4. Conduct up to three public community meetings to receive public input regarding
law enforcement service delivery.
5. Meet with representatives of the Santa Clara County Sheriff’s Office regarding
current contract services, staffing, operations, and financial methodologies.
6. Meet with City and Sheriff’s Office finance personnel regarding contract costs and
cost allocation methodologies.
7. Collect and review relevant documents, including contracts, budgets, operational
data, organizational information, planning documents, and other materials
necessary to complete the study.
8. Prepare an Issues Memorandum summarizing initial findings, key issues,
assumptions, and the final work plan.
Deliverable: Issues Memorandum, shareholder engagement plan and finalized project
schedule.
A-2
Task 2. Assessment of Existing Service Delivery Model
Consultant shall evaluate the City’s existing law enforcement services and contract
arrangement.
Services shall include:
1. Review current law enforcement service levels.
2. Analyze staffing levels, deployment, workload, response times, investigative
functions, community policing, specialized services, dispatch, administrative
support, and other operational components.
3. Evaluate service coverage and identify operational strengths, deficiencies, and
service gaps.
4. Review the current contract for law enforcement services.
5. Evaluate contract cost methodologies, including allocation of administrative
overhead, specialized services, capital costs, and other charges.
6. Prepare a profile describing existing service levels, costs, and operational
characteristics.
Deliverable: Existing Service Delivery Assessment Report.
Task 3. Governance and Organizational Alternatives
Consultant shall evaluate alternative governance and organizational structures for future
law enforcement service delivery.
Alternatives shall include, as applicable:
• Municipal police department; (Cupertino or Los Altos Hills alternative)
• Municipal police department providing contract services to or receiving services
from another jurisdiction;
• Regional joint powers authority (JPA);
• Other service models with the Santa Clara County Office of the Sherriff; and
• Other alternatives approved by the City.
The analysis shall address:
• Governance structure;
• Decision-making authority;
• Administrative oversight;
• Legal and risk management considerations;
• Cost allocation methodologies;
A-3
• Community accountability; and
• Operational advantages and disadvantages.
Deliverable: Governance and Organizational Alternatives Memorandum, including a
recommended governance model.
Task 4. Staffing and Service Level Analysis
Consultant shall develop staffing models for the selected alternative evaluated.
Services shall include:
1. Analyze calls for service, workload, deployment, and staffing requirements.
2. Evaluate patrol staffing, supervision, investigations, specialty units, administrative
support, records, evidence, dispatch, management, and other operational
functions.
3. Identify opportunities for civilian staffing where appropriate.
4. Develop recommended organizational structures and staffing levels necessary to
provide the proposed service levels.
Deliverable: Staffing and Service Level Analysis.
Task 5. Financial Analysis
Consultant shall prepare planning-level cost estimates for the selected service delivery
alternative.
The analysis shall include estimated:
• Personnel costs;
• Employee benefits;
• Retirement costs;
• Facilities;
• Vehicles;
• Equipment;
• Technology;
• Insurance;
• Operating expenses;
• Capital costs;
• Start-up costs;
• Debt service, if applicable; and
A-4
• Contracted service costs.
Consultant shall compare projected costs of the selected alternative with the City’s
existing contract law enforcement costs.
Deliverable: Financial Feasibility Analysis.
Task 6. Preliminary Transition Plan
Consultant shall prepare a preliminary implementation schedule identifying major
activities necessary to establish an alternative law enforcement service model.
The transition plan shall identify anticipated timelines for:
• Facility acquisition or development;
• Equipment procurement;
• Technology implementation;
• Personnel recruitment and hiring;
• Policy development;
• Organizational startup; and
• Other significant implementation activities.
Deliverable: Preliminary Transition Plan.
Task 7. Final Phase 1 Report and Presentations
Consultant shall prepare a Draft Final Report incorporating the results of Tasks 1 through
6.
Following receipt of City comments, Consultant shall prepare a Final Report.
Consultant shall present the findings and recommendations to the City Council and other
City committees or advisory bodies, as requested by the City.
The Final Report shall include but not be limited to:
• Summary of findings
• Governance options
• Preliminary staffing model
• High-level cost estimates
• Estimated implementation timeline
A-5
• Identification of major risks and considerations
• Recommendations regarding whether and how the City individually or in
collaboration with other cities should proceed
Deliverables:
• Draft Final Feasibility Report
• Final Feasibility Report
• Presentation materials
• Up to two formal presentations before City bodies
OPTIONAL PHASE 2 – IMPLEMENTATION PLAN
If authorized by the City, Consultant shall prepare a detailed implementation plan for
establishment of a municipal or regional law enforcement agency.
Services may include:
1. Preparation of a detailed organizational structure and staffing plan.
2. Development of recruitment and hiring strategies.
3. Facility planning.
4. Fleet acquisition planning.
5. Equipment procurement planning.
6. Technology and communications systems planning.
7. Records management, CAD, and dispatch planning.
8. Policy development framework.
9. Accreditation and POST compliance planning.
10. Detailed implementation schedule identifying milestones, responsible parties,
sequencing, and estimated costs.
11. Preparation of a Draft and Final Phase 2 Report.
12. Presentation of findings to the City Council and other City bodies, as requested.
Deliverables:
• Detailed Organizational Plan
• Recruitment and Hiring Plan
• Facilities, Fleet, and Equipment Plan
• Technology and Communications Plan
• Policy and Compliance Framework
A-6
• Detailed Transition and Implementation Plan
• Draft Phase 2 Report
• Final Phase 2 Report
• Presentation materials
B-1
Exhibit B
Schedule of Performance
Matrix to provide services starting September 1, 2026, or at the execution of the agreement,
whichever is later. Completion of Phase 1 services will occur within 3 months of project
start.
C-1
Exhibit C
Compensation
The following table outlines the cost for Phase 1 of the evaluation of law enforcement
service delivery options for the City:
No markup is added to expenses, and no subcontractors are to be used in this
engagement.
The City of Cupertino and Town of Los Altos Hills will share the cost of this agreement. The
City of Cupertino will be responsible for 75% ($103,387.50) of the agreement total cost and
the Town of Los Altos Hills will be responsible for 25% ($34,462.50) of the agreement total
cost.
Phase 2 costs will utilize the same rates as Phase 1 and will be provided upon formal
request after decisions are made in the study regarding organizational model (e.g.,
standalone municipal versus regional police department), which materially impact the
work needed for specific tasks.
Exh. D-Insurance Requirements - Matrix
1
Version: August 2026
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) 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 and $2,000,000 general
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 Insureds 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 allow and be endorsed "primary and
non-contributory," will not seek contribution from City of Cupertino’s or Town of Los Altos’ Hills
insurance or self-insurance, and shall be at least as broad as the most recent edition of ISO Form 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 CA 00 01 covering any auto (including
owned, hired, and non-owned autos) 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 of Cupertino and Town
of Los Altos Hills, 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 Consultant shall, prior to such
use, provide the City with evidence of Business Automobile Liability insurance coverage in the
EXHIBIT D
Insurance Requirements
Professional Consultant Contracts
Exh. D-Insurance Requirements - Matrix
2
Version: August 2026
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 of Cupertino and Los Altos Hills, 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 Consultant 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 all the following conditions and
provisions:
Additional Insured Status
The City of Cupertino and Town of Los Altos Hills, their respective governing bodies, officers, officials,
employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available,
through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary and Non-Contributory Coverage
Except Workers’ Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed as
primary and non-contributory insurance. Any insurance or self-insurance maintained by City of Cupertino,
Town of Los Altos Hills, or their respective officers, officials, employees, agents 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. If a carrier will
not provide the required notice of cancellation or policy modification, the Consultant 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
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 General Liability,
Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of
subrogation in favor of the City of Cupertino, Town of Los Altos Hills, and their respective officers, officials,
employees, agents, and volunteers. This provision applies regardless of whether or not the City of Cupertino or
Exh. D-Insurance Requirements - Matrix
3
Version: August 2026
Los Altos Hills 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 of Cupertino and Town of Los Altos Hills/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 of Cupertino or Los Altos Hills.
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
Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies
effecting the coverage required by this Contract), including 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 indemnification, defense, and naming the City of Cupertino and Los Altos Hills, as
applicable, and their respective officers, officials, employees, and volunteers as additional insureds 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.
Matrix - feasibility assessment of law
enforcement services contract
Final Audit Report 2026-09-03
Created:2026-09-02
By:Janet Liang (JanetL@cupertino.gov)
Status:Signed
Transaction ID:CBJCHBCAABAA5XZ3zmYyBMmCN7T3o4vqYRZTfIMH71nb
"Matrix - feasibility assessment of law enforcement services con
tract" History
Document created by Janet Liang (JanetL@cupertino.gov)
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Agreement completed.
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