25-001 San Francisco Shakespeare Festival for Free Shakespeare in the Park 2025Free Shakespeare in the Park 2025
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ENTERTRAINMENT SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and San Francisco Shakespeare Festival (“Contractor”), a Non-Profit for Free Shakespeare in the
Park 2025, and is effective on the last date signed below (“Effective Date”).
2. SERVICES
2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in
detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees
to carry out its work in compliance with any applicable local, State, or Federal order regarding
COVID-19.
2.2 Contractor’s duties and services under this agreement shall not include preparing or
assisting the City with any portion of the City’s preparation of a request for proposals, request for
qualifications, or any other solicitation regarding a subsequent or additional contract with the City.
The City shall at all times retain responsibility for public contracting, including with respect to
any subsequent phase of this project. Contractor’s participation in the planning, discussions, or
drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a
subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by contractor
pursuant to this agreement.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on August 04, 2025 (“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.
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
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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
$30,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and
rates included in Exhibit C, Compensation attached and incorporated here. The maximum
compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services, Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and
any of its employees, agents, and subcontractors shall not have any claim under this Agreement or
otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability,
unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely
liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable
to Contractor’s business including, but not limited to, federal and state income taxes. City shall have
no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event
that Contractor or any employee, agent, or subcontractor of Contractor providing services under this
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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 r esponsibility 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 Agreem ent.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, “Work Product”), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising
out of this Agreement is considered “works for hire” and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked, or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
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8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available
to City for review and audit. The records and supporting documents must be kept separate from
other records and must be maintained for four (4) years from the date of City’s final payment.
Contractor acknowledges that certain documents generated or received by Contractor in
connection with the performance of this Agreement, including but not limited to correspondence
between Contractor and any third party, are public records under the California Public Records
Act, California Government Code section 6250 et seq. Contractor shall comply with all laws
regarding the retention of public records and shall make such records available to the City upon
request by the City, or in such manner as the City reasonably directs that such records be provided.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, witho ut prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City’s contributions in making the
project possible. The words “City of Cupertino” will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors;
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(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, or a purchase order, or other transaction.
11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder.
11.6 This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor’s compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
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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 Christina Lopez 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 Pratiksha Shah as its
single Representative for all purposes under this Agreement, with authority to oversee the progress
and performance of the Scope of Services. Contractor’s Project manager is responsible for
coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule
of Performance. Contractor must regularly update the City’s Project Manager about the progress
with the work or any delays, as required under the Scope of Services. City written approval is
required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
given reasonable time to assemble the work and close out the Services. With City’s pre-approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
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16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement must be filed with the Superior Court for the County of Santa Clara, State of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City’s waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party’s authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or
omissions of required provisions. The Parties will collaborate to implement this Section, as
appropriate.
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23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in
no way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found
by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in
force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino
Office of the City Manager
10300 Torre Ave.
Cupertino, CA 95014
Attention: Christina Lopez
Email: christinal@cupertino.gov
To Contractor: San Francisco Shakespeare
Festival
27. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation
By By
Name Name
Title Title
Date Date
APPROVED AS TO FORM:
MICHAEL K. WOO
Senior Assistant City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Jul 14, 2025
Executive Director
Toby Leavitt
Jul 14, 2025
Director of Parks and Recreation
Rachelle Sander
Jul 14, 2025
EXHIBIT A, B, C
SCOPE OF SERVICES, SCHEDULE OF PERFORMANCE, AND BUDGET AND
COMPENSATION
Scope of Services and Schedule of Performance
Contractor agrees to provide the following services:
a. Six (6) performances of The Two Gentlemen of Verona at the Memorial Park Amphitheater, at
21163 Anton Way, Cupertino, CA 95014. Showtime is scheduled at 6:00 p.m. for all scheduled
dates, 100-minute performances with no intermission.
b. Adhere to the pre-determined schedule below:
i. Load-In: Friday, July 11 – July 15, 8:00 a.m. to 6:00 p.m.
ii. Tech Setup: July 15 – July 18, 9:00 a.m. to 10:00 p.m.
iii. Rehearsals and Tech Days: July 23 – July 25, 10:00 a.m. to 9:00 p.m.
iv. Performances: July 19, 20, 26, and 27, August 2 and 3, 4:00 p.m. to 9:00 p.m. (includes
setup and cleanup)
v. Load-Out: Monday, August 4, 8:00 a.m. to 6:00 p.m.
c. Fundraise through methods such as donations and grants.
d. Ability to host a concession stand near the amphitheater prior to the performances, for the
purposes of fundraising. Concessions will be limited to simple items such as sealed drinks and
prepared snacks. Contractor is responsible for obtaining seller’s permits, Cupertino Business
license, health permits, or any other permits or documentation required to host the concession.
Contractor is also responsible for procuring equipment and supplies needed for concessions,
including but not limited to tables, chairs, and ice, and setting up and taking down of said
equipment.
e. Produce banners and posters for the advertisement and marketing of the performances.
City agrees to provide the following:
a. Provide access to the Cupertino Room Kitchen to obtain ice, during the business hours Monday
through Friday, from 8:00 a.m. to 5:00 p.m. only. Access will be coordinated with the City so as
not to interfere with programming and facility rentals.
b. Provide Organization access to and use of the Cupertino Room, based on current availability,
during non-peak hours. Non-peak hours are defined as Monday through Friday, from 8:00 a.m.
to 5:00 p.m. City staff will notify Organization when room access is available, and dates will be
agreed upon between the Parties via email.
Budget and Compensation
Contractor shall be compensated for services performed pursuant to this Contract. Compensation shall
be paid in full after the completion of the services. The total compensation to the Contractor shall not
exceed $30,000.00 (thirty thousand dollars).
Exh. D-Insurance Requirements for Entertainment Services Contracts
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.
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 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 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. Contractor shall be fully remote and not use automobiles to provide the service.
In the event Contractor uses an automobile or automobiles in the operation of its business to provide
services under this Agreement, the Contractor 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 Contractor 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.
Contractor has provided written confirmation that it does not own any autos. Contractor 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 Contractor uses an owned automobile or automobiles in the
operation of its business to provide services under this Agreement, the Contractor 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).
EXHIBIT D
Insurance Requirements
Entertainment Services Contracts
Exh. D-Insurance Requirements for Entertainment Services Contracts
2
Version: May 2025
In lieu of Business Automobile Liability, Contractor 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. Contractor has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to
Contractor’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 all 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 can be provided 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 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
primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or
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
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, 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.
Exh. D-Insurance Requirements for Entertainment Services Contracts
3
Version: May 2025
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 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.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance that meet the requirements of this
Contract, including indemnification, defense, and naming the City as an additional insured on subcontractor’s
insurance policies.
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.
Free Shakespeare in the Park 2025
Final Audit Report 2025-07-14
Created:2025-07-14
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAfZgfVogwZ_7As_eQPoh5Nf1g_oFMpFce
"Free Shakespeare in the Park 2025" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2025-07-14 - 4:52:51 PM GMT- IP address: 35.229.54.2
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
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Email viewed by Araceli Alejandre (aracelia@cupertino.org)
2025-07-14 - 4:59:20 PM GMT- IP address: 13.217.100.33
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2025-07-14 - 6:37:24 PM GMT - Time Source: server- IP address: 71.202.76.156
Document emailed to for signature
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Email viewed by
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Signer pshah@sfshakes.org entered name at signing as Toby Leavitt
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Document e-signed by Toby Leavitt (
Signature Date: 2025-07-14 - 8:54:38 PM GMT - Time Source: server- IP address: 75.26.19.155
Document emailed to Michael Woo (michaelw@cupertino.org) for signature
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Email viewed by Michael Woo (michaelw@cupertino.org)
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Document e-signed by Michael Woo (michaelw@cupertino.org)
Signature Date: 2025-07-14 - 10:38:14 PM GMT - Time Source: server- IP address: 73.170.186.236
Document emailed to Rachelle Sander (rachelles@cupertino.org) for signature
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Email viewed by Rachelle Sander (rachelles@cupertino.org)
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Document e-signed by Rachelle Sander (rachelles@cupertino.org)
Signature Date: 2025-07-14 - 10:40:44 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2025-07-14 - 10:40:48 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2025-07-14 - 10:50:44 PM GMT - Time Source: server- IP address: 64.165.34.3
Agreement completed.
2025-07-14 - 10:50:44 PM GMT