CC 11-21-2023 Item No. 10. Master Agreements with CSG Consultants, Inc and 4Leaf, Inc_, Attachment C_Supplemental ReportCC 11-21-2023
#10
Master Agreements with
CSG Consultants, Inc and
4Leaf, Inc
Supplemental Report
CITY COUNCIL STAFF REPORT
SUPPLEMENTAL 1
Meeting: November 21, 2023
Agenda Item #10
Subject
Approve master agreements with CSG Consultants, Inc. and 4Leaf, Inc., to provide
construction management services on various Capital Improvement Program (CIP)
projects.
Recommended Action
1. Authorize the City Manager to execute a master agreement with CSG
Consultants, Inc. (CSG) in the amount not to exceed $500,000 for a contract
period of two years.
2. Authorize the City Manager to execute a master agreement with 4Leaf, Inc.
(4Leaf) in the amount not to exceed $500,000 for a contract period of two years.
Background:
Staff’s responses to questions received from councilmembers are shown in italics.
Q1: Councilmember question: What is a Master Agreement? (Moore)
Staff Response: “A master service agreement, sometimes known as a framework agreement, is
a contract reached between parties, in which the parties agree to most of the terms that will
govern future transactions or future agreements.” (Source: Wikipedia)
“A master service agreement (MSA) is a fundamental contract outlining the scope of the
relationship between two parties, including terms and conditions for current and future
activities and responsibilities. There is great value in using these arrangements, especially for
entities with multiple agreements pertaining to the same client. MSAs are contracts that
establish basic terms between vendors and clients at the beginning of a business relationship.
This initial agreement helps to speed up the negotiation process for future contracts and
facilitates the project management process, resulting in a more efficient and streamlined
process. By establishing these basic terms upfront, subsequent contracts can be more easily
negotiated and agreed upon, saving time and money for everyone involved. Due to their ability
to simplify the contract negotiation process, MSAs are a popular choice for businesses of all
types.” (from Thomson Reuters Legal)
Q2: Councilmember question: Why use a Master Agreement? (Moore)
Staff Response: These types of agreements allow the City of Cupertino to avoid repetitive
negotiating for the same or similar services or projects.
Q3: Councilmember question: How does the City generate a Master Agreement?
(Moore)
Staff Response: Once the need for a particular type of consultant or type of service is
identified, the City will publicly post a Request for Qualifications (RFQ). An RFQ will
typically include a request for a list of services, qualifying experience, firm resumes, and labor
rates. Staff reviews the RFQ submittals and generates a list of qualified consultants for use on
future projects or services.
The City can negotiate a master agreement with a consultant firm using this list. The
consultant submits a proposal, including services and fees, for consideration. Staff and the
City Attorney’s Office (CAO) generate the draft agreement.
The City’s master agreements define the scope of services, duration of the agreement,
maximum compensation, and other terms and conditions of the contractual relationship. No
monies are encumbered at this point since no work is contracted with the execution of the
agreement. Using the terms and conditions predefined in the master agreement, services are
contracted using a Service Order (SO), on an as‐needed basis. Service orders, generated by
Staff, are a binding agreement between the City and the consultant firm. All requirements of
the PCC and the Cupertino Municipal Code apply to the execution of a SO. The City’s SO
template is attached to this memo. The SO defines the scope[s] of work and fees that are
committed for the specific task and/or project.
It is not typical for Council to approve SOs. If a contract for a scope of work requires
compensation greater than $200,000, which is the threshold for requiring Council’s approval,
it is generally best practice to use a stand‐alone agreement rather than the service order/master
agreement. A stand‐alone agreement provides more specific scope of work definitions and
terms of the relationship. Additionally, a Master Agreement is typically used for smaller,
repeating types of work.
Q4: Councilmember question: Why do we use Construction Management
(CM) services? (Moore)
Staff Response: Construction management is a professional service that provides a project’s
owner(s) with effective management of the projectʹs schedule, cost, quality, safety, scope, and
function. Construction management is compatible with all project delivery methods. No
matter the setting, a Construction Manager’s (CMs) responsibility is to the owner and to a
successful project. (from Construction Management Association of America)
The City hires CM’s for a majority of the CIP projects. The CIP project managers will
manage the project from start to finish, but CM services will be used for the
construction phase of a project. There is some helpful overlap in managing the
schedule, costs, and quality of a project, in addition to the technical expertise that a
CM generally brings to a project. For example, most projects require technical or
special inspections that a CM can provide and for which the City does not have the
required certifications or expertise. Additionally, CalTrans and Federally funded
projects require a CM on site for all construction activities. The City does not have the
staff resources to provide this level of service.
Attachments Provided with Original Staff Report:
A. Draft Master Agreement CSG Consultants Inc.
B. Draft Master Agreement 4Leaf Inc.
Attachments Provided with Supplemental 1:
C. Service Order Example
EXHIBIT B
SERVICE ORDER PROCESS
The CONSULT ANT shall provide services under this Master Agreement on an "as needed"
basis and only (1) upon written request from the CITY's Director of Public Works or authorized
Agent as defined in Section 14, Project Coordination, and (2) as defined in a fully executed
Service Order.
SECTION 1-SERVICE ORDER INITIATION
A. The City Public Works Director or his/her designee shall provide written request for
Consultant services as defined in this agreement. The Consultant and City shall meet to
discuss the services after which the consultant shall provide a written proposal
including specific scope of services, performance schedule, and compensation to the
City.
B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of
the Service Order.
C. The City shall prepare a Project Service Order consistent with the City's standard form,
Service Order, and Attachment A. The Service Order shall, at a minimum, include (1)
specific scope of services, deliverables, schedule of performance, and compensation.
SECTION 2-SERVICE ORDER EXECUTION
D. Both parties shall execute the Service Order as evidenced by the signatures of the
authorized representatives defined in Section 14 of the Master Agreement, Project
Coordination, and the date signed.
E. The Consultant shall begin work on the scope of services only after receipt of a fully
executed authorized Service Order defining those services. Consultant understands and
agrees that work performed before the date of the authorized Service Order or outside
the scope of services once a Service Order is signed and authorized shall be at no cost to
the City .
F. The maximum compensation authorized by a single Service Order and/or the aggregate
of Service Orders shall not exceed the maximum compensation set forth in Article 4 of
the Master Agreement.
CSG Con sult an ts, Inc. Exhibit B-Service Order Process
Constru ction Management Services
CITY OF CUPERTINO
MASTER AGREEMENT CONSULT ANT SERVICES
SERVICE ORDER NO.
MASTER AGREEMENT #: MA Date:
Maximum Compensation: MA End Date:
Consultant: Firm Name:
Address:
Contact: Ph:
Email Address:
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: Public Works Project Manager:
Fiscal/Budget :
Master Agreement Maximum Compensation: ----------
Tot al Previously Encumbered to Date: ----------
Enc umbra n c e this Service Order: ----------
Master Agreement Unencumbered Balance: ----------
SO Acc't#: PO#:
Project#: Date:
Approvals:
Consultant: Date:
Manager: Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above
fund for the above contract as estimated and that fund are available as of this date of signature
City Finance: Date: ---------------
Man age men t Analyst
City of Cupertino Master Agreement Service Order