22-095 Blackberry Farm Opening of Scenic Circle Gate and RestroomsBlackberry Farm Opening of Scenic Circle Gate and Restrooms
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Services Agreement ($5,000) / August 2021
SERVICES AGREEMENT
($5,000 OR LESS)
1. Parties. This Agreement (“Agreement”) is made by and between the City of Cupertino, a municipal
corporation (“City”) and PROFESSIONAL TURF MANAGEMENT INC (“Contractor”), a
Corporation, and is effective on the last date signed below (“Effective Date”).
2. Services. Contractor agrees to provide the programs, classes or activities (“Services”) set forth in detail
in the Scope of Services, attached and incorporated here as Exhibit A. Contractor further agrees to carry
out its work in compliance with any applicable local, State, or Federal order regarding COVID-19.
3. Time of Performance. This Agreement begins on the Effective Date and ends on December 31, 2022
(“Contract Time”), unless terminated earlier as provided herein. Contractor must deliver the Services in
accordance with the Schedule of Performance included or attached to Exhibit A. 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. The City’s designated supervisor for this Agreement may extend
the Contract Time by up to six (6) months through a written amendment to this Agreement, provided
such extension does not include additional contract funds.
4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that
will based upon actual costs but that will be capped so as not to exceed $500.00 (“Contract Price”),
based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum
compensation includes all expenses and reimbursements and will remain in place even if Contractor’s
actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid
as follows: (check one; cross out others):
☐ A lump sum amount of $________which shall not exceed the Contract Price.
☐ At the rate of $______per hour for a total not to exceed the Contract Price.
☒ Based on the payment schedule included or attached to Exhibit A which shall not
exceed the Contract Price.
5. Independent Contractor. 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, workers compensation or other benefits from the City. Contractor must have the skills and
qualifications to perform the Services in a competent and professional manner, and must be licensed,
registered, and/or certified and have a City Business License. Contractor will supply all tools, materials
and equipment required to perform the Services under this Agreement.
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
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against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health
insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment,
workers compensation or employee benefits of any kind. Contractor shall be solely liable for and
obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s
business including, but not limited to, federal and state income taxes. City shall have no obligation
whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court,
arbitrator, or administrative authority, including but not limited to the California Public Employees
Retirement System (PERS), the Internal Revenue Service, or the State Employment Development
Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee
for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to
promptly remint to City any payments due by the City as a result of such determinatio n, so that the
City’s total expenses under this Agreement are not greater than they would have been had the
determination not been made.
7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any
rights or obligations under this Agreement without prior written approval of City. Only those persons
whose names are included in Exhibit A may perform the Services.
8. Indemnification. 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;
Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of
defense upon receiving notice from City. 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.
9. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here
as Exhibit B, 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.
10. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this
Agreement, included without limitation the following laws:
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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.
☐ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign
the Affidavit of No Employees included in this Agreement.
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, 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.
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 the California Code of Regulations. Contractor agrees to abide by the
City’s rules governing gifts to public officials and employees.
11. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated
for satisfactory Services performed through the date of abandonment.
12. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves
the right to terminate the Agreement and the remainder of the Services offered by Consultant without
notice based upon Contractor’s cancellation of a Service (i.e., program, class or activity) without
giving advance notice or obtaining written approval from City.
13. Governing Law. 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.
14. Entire Agreement. This Agreement represents the full and complete understanding of every kind or
nature between the Parties, and supersedes any other agreement or understanding, either oral or
written, between the Parties. Any changes to 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
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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. Each provision and clause
required by law for this Agreement is deemed to be inserted and will be inferred herein.
15. Services Coordinator. The Parties designate the following persons as Services Coordinators for this
Agreement. Contractor’s designation and any substitution are subject to City approval.
For City: For Contractor:
Jenny Koverman Michael Basile
Recreation Supervisor Owner/President
jennyk@cupertino.org mike_basile@hotmail.com
16. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither
acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision.
City’s waiver of a breach shall not constitute waiver of another provision or breach. The headings in
this Agreement are for convenience only. The Indemnification and Governing Law sections expressly
survive this Agreement.
17. Severability. If a term or provision of the Agreement or its application to a particular situation is found
by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in 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.
18. Notices. All notices, demands, requests, and approvals must be sent to the persons below in writing,
and will be considered effective on the date of personal delivery, upon confirmation of delivery by a
reputable overnight delivery service, on the fifth calendar day after deposit thereof 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: Jenny Koverman
Email: jennyk@cupertino.org
To Contractor:
PROFESSIONAL TURF MANAGEMENT INC
P O BOX 700142,
SAN JOSE, CA 95170-0142
Attention: Michael Basile
Email: mike_basile@hotmail.com
19. Execution. Contractor’s signatory warrants that he or she is authorized to execute the Agreement and
to legally bind 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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Services Agreement ($5,000) / August 2021
IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the
Effective Date written above.
CITY OF CUPERTINO
A Municipal Corporation
PROFESSIONAL TURF MANAGEMENT
INC
By:
By:
Name: Name:
Title:
Date:
Title:
Date:
APPROVED AS TO FORM:
By:
CHRISTOPHER D. JENSEN
City Attorney
ATTEST:
By:
KIRSTEN SQUARCIA
City Clerk
Date:
Mike Basile
Owner
Jul 15, 2022
Christopher D. Jensen
Rachelle Sander
Rachelle Sander
Acting Director of Parks and Recreation
Jul 18, 2022
Jul 18, 2022
Updated 6/23/21
EXHIBIT A
SCOPE OF WORK, PERFORMANCE AND PAYMENT SCHEDULES
The CONTRACTOR will provide Blackberry Farm Opening of Scenic Circle Gate and Restrooms
in, but not limited to, the following:
Opening of the Blackberry Farm Scenic Circle Gate and one set of restrooms on the West Side of the
park
Location and Time of CONTRACTOR Services:
Consultant will open gate and restrooms between 6:00 a.m. and 6:30 a.m. on weekends and holidays
with exception of the following day - December 25.
Compensation for CONTRACTOR Services:
Contractor shall be compensated for services performed pursuant to this Agreement. Compensation
shall consist of the following: $7.50 per each day. The total compensation to the Contractor shall not
exceed $500.00.
List of all Contractor Employees working for the City of Cupertino (if no Employees, identify “self”):
See attached list of employees.
Performance of CONTRACTOR Services:
Service Cancellation
In the case Contractor unilaterally cancels performance of a service without City approval, City reserves
the right to immediately and without notice cancel the remainder of services offered and or performed
by Contractor.
COVID-19 Health Order Compliance
Contractor acknowledges that its duty to comply with Laws, as stated in Section 13 of the Agreement,
includes compliance by Contractor with any restrictions on travel or social distancing or other
requirements set forth in any health order issued by any local, state, or federal authority, and any
other local, state, or federal laws or policies that have been or may be enacted in response to the
COVID-19 pandemic (collectively, “Health Laws”). Contractor shall comply with all applicable
Health Laws when preforming work under this Agreement. If this Agreement specifies work that
cannot be performed in compliance with the Health Laws, Contractor shall refrain from conducting
the work and immediately inform the City. Contractor shall likewise comply with any City protocols
designed to help prevent the spread of COVID-19. Contractor acknowledges that the need to comply
with the Health Laws may result in the City canceling performance of any class or meetings of a class
referenced in this Agreement.
Insurance Requirements for Services Agreement ($5,000 or
less)
1
Version: Sept. 2019
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the performance and results
of the Services hereunder by the Contractor, his agents, representatives, employees, or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01 covering
CGL on an “occurrence” basis, including products and completed operations, contractual liability,
property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000
per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement under this agreement 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 (1) the min imum
coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits
of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Contractor's policy shall be "primary and non -
contributory," will not seek contribution from City’s insurance/self-insurance, and shall be
at least as broad as ISO CG 20 10 04 13
c. The limits of insurance required may be satisfied by a combination of primary and umbrella
or excess insurance, provided each policy complies with the requirements set forth in this
Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary basis for the benefit of City before
the City’s own insurance or self-insurance shall be called upon to protect City as a named
insured.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has
no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less
than
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: As required by the State of California, with Statutory Limits, and
Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
(Not required if Contractor provides written verification it has no employees).
4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions,
with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).
If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires
and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to
be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising
out of the Services performed by or on behalf of Contractor including materials, parts, or equipment
EXHIBIT B
Insurance Requirements
Services Agreement ($5,000 or less)
Insurance Requirements for Services Agreement ($5,000 or
less)
2
Version: Sept. 2019
furnished. Endorsement of CGL coverage shall be 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 if a later
edition is used.
Primary Coverage
For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least
as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, empl oyees, 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.
Waiver of Subrogation
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may
acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
City may approve self-insured retentions and require proof of Contr actor’s ability to pay losses and related
investigations, claim administration and defense expenses within the retention. The policy shall provide, or
be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an
A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better.
Claims Made Policies (applicable only to professional liability)
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
2. Insurance must be maintained for at least five (5) years after completion of the Services.
3. 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.
Verification of Coverage
Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies
of the policies effecting the coverage required by this Contract), and a copy of the Declarations and
Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the
Services. City retains the right to demand verification of compliance at any time during the Contract.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional insured on insurance required from
subcontractors.
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, insure r,
coverage or other special circumstances.
List of all Contractor Employees working for the City of Cupertino (if no Employees, identify
“self”):
Don Naumann Mike Basile Sergio Valladolid Jorge Cruz
Salvador Ketz
Blackberry Farm Opening of Scenic Circle Gate
and Restrooms
Final Audit Report 2022-07-18
Created:2022-07-14
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAhMrZC35-529tzCuX4aA4Xou-rodhOCk-
"Blackberry Farm Opening of Scenic Circle Gate and Restrooms
" History
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Agreement completed.
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