14-189 National Golf Foundation Consulting, Consultant Service for BBF Golf Course and Stevens Creek Corridor Master PlanCITY OP
FIRST AMENDMENT TO CONSULTANT SERVICES
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND
CUPERTINO
NATIONAL GOLF FOUNDATION CONSULTING, INC. FOR
PROFESSIONAL SERVICES
This First Amendment to the Consultant Services Agreement between the City of
Cupertino and National Golf Foundation Consulting, Inc., for reference dated June 19,
2015, is by and between the CITY OF CUPERTINO, a municipal corporation
(hereinafter "City") and National Golf Foundation Consulting, Inc., whose address is
1150 South U.S. Highway One, Suite 401, Jupiter, FL 33477, (hereinafter " Consultant"),
and is made with reference to the following:
RECITALS:
A. On December 15, 2014, an agreement was entered into by and between
City and National Golf Foundation Consulting, Inc. for consultant services (hereinafter
"Agreement").
B. City and Consultant desire to modify the Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned
parties as follows:
1. "SERVICES TO BE PERFORMED" section of the Agreement is modified to
add the following language:
Consultant shall also perform the services set forth in Exhibit A-1, which is
attached hereto and incorporated herein by this reference.
2. "SCHEDULE OF PERFORMANCE" section of the Agreement is modified to
add the following language:
Services of Consultant are to be completed according to the schedule noted in
Exhibit B-1, which is attached hereto and incorporated herein by reference.
3. "COMPENSATION TO CONSULTANT" section of the Agreement, first
sentence, is modified to read as follows:
The maximum compensation to be paid to Consultant under this agreement shall
not exceed Thirty -Eight Thousand Dollars ($38,000.00).
City of Cupertino - National Golf Foundation Page 1
Amendment No. 1
Except as expressly modified herein, all other terms and covenants set forth in
the Agreement shall remain the same and shall be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
National Golf Foundation
Consulting, Inc.
By
Ed Getherall
Sr. Director of Operations
Date 7/1/2015
City of Cupertino - National Golf Foundation Page 2
Amendment No. 1
CITY OF CUPERTINO
A Municipal Corporation
By C��7179
Director of Recreation & Community
Services, Carol Atwood
Date 7 "t -16
APPROVED AS TO FORM:
By LVJJApk---,, -
1 Korade, City Attorney
ATTEST:
BJ-4y /
Grace Schmidt, City Clerk 7117(5—
Total Amount, as amended NTE $38,000.00
Amendment Amount, NTE $23,000.00
Account No. 100 60 634 700-702: $15,000.00
Account No. 420 90 898 700-702: $8,000.00
EXHIBIT A-1
SCOPE OF SERVICES
Services that have been added via this Amendment No. 1 are to consist of tasks
noted below. Tasks noted in Exhibit A of the original Agreement remain unchanged.
Subcontractors will be used for specialty aspects of the work. Subconsultants
include:
Forrest Richardson, ASGCA, of Forrest Richardson & Associates, Phoenix AZ
Brian Curtis, of Brian Curtis Studio Design, clubhouse architect, Scottsdale AZ
Basic Services Scope of Work Added by This Amendment No. 1 Includes:
A. Respond to City Council direction to provide a conceptual plan for the Blackberry Farm
Golf Course and associated amenities for inclusion in the Stevens Creek Corridor Master Plan.
Goals include creating a sustainable golf course, and a new multi -use clubhouse/restaurant/pro
shop that will appeal to multiple user groups and serve both golfers and the local community.
The concept will be incorporated in the Stevens Creek Corridor Master Plan and will be used
for environmental impact analysis and the environmental clearance process.
B. Visit Blackberry Farm Golf Course approximately July 2015. Field review site
conditions. Meet with City staff to review scope of work and obtain information on the golf
operations.
C. Update the golf course data and performance analysis, focusing on activity levels,
revenues and expenses.
D. Update findings to include external factors and conditions, such as local competition,
demographic and economic variables that have the potential to affect performance at Blackberry
Farm Golf Course.
E. Update findings to include competitive golf market analysis and make
recommendations regarding the club's pricing and market position after re -opening.
F. Provide a feasibility analysis, including estimated Return on Investment, to help
determine the need for elements such as:
• Banquet space
• Additional golf carts
• Lockers
• Practice elements
• Technology (swing analyzers, simulators, etc.)
City of Cupertino - National Golf Foundation Page 3
Amendment No. 1
G. Provide conceptual plan for the Golf Course:
• Create new golf course plan to reflect direction from City Council, including a north
entry from Stevens Creek Blvd. and new location/footprint for the clubhouse.
• Assist with redesign of the overall north area. Design to address the new entry, new
drive/access, removal of the existing pro shop/restaurant and new site for a
clubhouse/pro shop/community building. Specifically address the narrow portion of
the course at the existing 1st and 9th fairways and determine optimal use and layout
and desirable point to begin/end golf play. Design is to integrate opportunities for
family/multi-age use and practices facilities.
• Develop new and updated cost estimates including for a new irrigation system.
H. Provide conceptual plan for a new Clubhouse:
• Create conceptual site plan(s) for new clubhouse that accommodates Council
direction and renovated course. Task includes working with city consultant MIG
and city staff and addressing flood plain presence.
• Provide recommended programming.
• Provide cost estimates.
I. Collaborate with city consultant MIG to develop information and data for the Master
Plan and environmental analysis. Among the work tasks are:
• Generate turf area reduction data, naturalized area data, tree removal information,
recommended new plantings, and similar information, suitable for environmental
impact analysis
• Provide input on proposed solution(s) at San Fernando Avenue for improved
bicycle/pedestrian access to Blackberry Farm Park. Potential solutions may affect
existing golf course.
• Collaborate on concept(s) for new bridge to Stocklmeir property and reuse of Blesch
property adjacent to golf course
• Collaborate on parking and on circulation elements.
J. Prepare a written report that contains all updated findings, recommendations, concept
plans, documentation, and an executive summary. Provide an administrative draft for city
review and a final draft that responds to city comments.
K. After finalization of the report, Consultant will be available to make a formal
presentation of the findings to City, or to participate in a teleconference to discuss. Travel
expenses for a presentation are not included in the fee for Basic Services.
City of Cupertino - National Golf Foundation Page 4
Amendment No. 1
EXHIBIT B-1
SCHEDULE OF PERFORMANCE
Services are to be performed in collaboration with City timeframes for the
Stevens Creek Corridor Master Plan preparation process currently underway and the
associated environmental review process, and in collaboration with work being
performed by City's consultant team for the Stevens Creek Corridor Master Plan
project.
Development of concepts for the Blackberry Farm golf course and
related/adjacent features for inclusion in the master plan and environmental review is
to occur in summer 2015.
Timing of the draft environmental clearance document is anticipated for fall
2015; adoption by the City Council is anticipated approximately late 2015 to early 2016.
City of Cupertino - National Golf Foundation Page 5
Amendment No. 1
EXHIBIT C-1
COMPENSATION
Fee for Basic Services, not to exceed: $ 35,000.00
Additional Services Allowance,
to be expended only upon written authorization by City: $3,000.00
Total Not -to -Exceed Fee, as amended:
City of Cupertino - National Golf Foundation Page 6
Amendment No. 1
38 000.00
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND NATIONAL GOLF
FOUNDATION CONSULTING, INC. FOR CONSULTANT SERVICES
BLACKBERRY FARM GOLF COURSE
AND STEVENS CREEK CORRIDOR MASTER PLAN
THIS AGREEMENT, for reference dated December 15, 2014, is by and between
CITY OF CUPERTINO, a municipal corporation .(hereinafter referred to as "City"), and
National Golf Foundation Consulting, Inc., whose address is 1150 South U.S. Highway
One, Suite 401, Jupiter, FL 33477, (hereinafter referred to as "Consultant"), and is made
with reference to the following:
RECITALS:
A. City is a municipal corporation duly organized and validly existing
under the laws of the State of California with the power to carry on its business as it is
now being conducted under the Constitution and the statutes of the State of California
and the Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to perform
the special services which will be required by this Agreement; and
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this Agreement on the
terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for golf course
consulting services relating to City's Blackberry Farm Golf Course and City's Stevens
Creek Corridor Master Plan project upon the terms and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM:
The term of this Agreement shall commence on the date this agreement is
executed and shall terminate on January 31, 2016, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A" titled
"Scope of Services" which is attached hereto and incorporated herein by this reference.
City of Cupertino -.NGF Agmt Page 1
3. SCHEDULE OF PERFORMANCE:
The Services of Consultant are to be completed according to the schedule set
out in Exhibit B, titled "Schedule of Performance", which is attached hereto and
incorporated herein by this reference.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement
shall not exceed Fifteen Thousand Dollars ($15,000.00). The rate of payment is set out
in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein.
Consultant shall furnish to City a detailed statement of the work performed for
compensation during the term of this Agreement. Consultant may submit monthly
invoices for interim progress payments during the course of each phase, clearly stating
as a minimum the total Contract amount, amount paid to date, percent complete and
amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance
of this Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate
with the prevailing standards of like professionals in the San Francisco Bay Area and
agrees that all services shall be performed by qualified and experienced personnel
who are not employed by the City nor have any contractual relationship with City.
7. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this
Agreement is that of employer -independent contractor. The manner and means of
conducting the work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No
civil service status or other right of employment will be acquired by virtue of
Consultant's services. None of the benefits provided by City to its employees,
including but not limited to, unemployment insurance, workers' compensation plans,
vacation and sick leave are available from City to Consultant, its employees or agents.
Deductions shall not be made for any state or federal taxes, FICA payments, PERS
payments, or other purposes normally associated with an employer-employee
relationship from any fees due Consultant. Payments of the above items, if required,
are the responsibility of Consultant.
City of Cupertino -NGF Agmt Page 2
8. IMMIGRATION REFORM AND CONTROL ACT (IBCA):
Consultant assumes any and all responsibility for verifying the identity and
employment authorization ' of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal, or state rules and regulations.
Consultant shall indemnify and hold City harmless from and against any loss,
damage, liability, costs or expenses arising from any noncompliance of this provision
by Consultant.
9. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a. City employee, or a citizen by
Consultant or Consultant's employee or subcontractor on the basis of race, religious
creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy,
sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all
violations of this provision shall constitute a material breach of this Agreement.
10. PROJECT COORDINATION
CITY: Director of Recreation and Community Services shall be representative of
City for all purposes under this Agreement. Carol Atwood is hereby designated as the
Project Manager, and shall supervise the progress and execution of this Agreement.
CONSULTANT: Consultant shall assign a single Consultant Project Manager to
have overall responsibility for the progress and execution of this Agreement for
Consultant. Should .circumstances or conditions subsequent to the execution of the
Agreement require a substitute Consultant Project Manager for any reason, the
Consultant Project Manager designee shall be subject to the prior written acceptance
and approval of the City Project Manager. The designated Consultant Project Manager
shall be Ed Getherall.
11. HOLD HARMLESS:
Indemnification:
A. Claims for Professional Liability. Where the law establishes a standard of
care for Consultant's professional services, and to the extent the Consultant
breaches or fails to meet such established standard of care, or is alleged to have
breached or failed to meet such standard of care, Consultant shall, to the fullest
extent allowed by law, with respect to all services performed in connection with
the Agreement, indemnify, defend, and hold harmless the City and its officers,
officials, agents, employees and volunteers from and against any and all
City of Cupertino -NGF Agmt Page 3
liability, claims, actions, causes of action or demands whatsoever against any of
them, including any injury to or death of any person or damage to property or
other liability of any nature, that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of Consultant or Consultant's
employees, officers, officials, agents or independent contractors. Such costs and
expenses shall include reasonable attorneys' fees of counsel of City's choice,
expert fees and all other costs and fees of litigation. Consultant shall not be
obligated under this Agreement to indemnify City to the extent that the damage
is caused by the sole negligence or willful misconduct of City, its agents or
employees.
B. Claims for Other Liability. Consultant shall, to the fullest extent
allowed by law, with respect to all services performed in connection with the
Agreement indemnify, defend, and hold harmless the City and its officers,
officials, agents, employees and volunteers from and against any and all
liability, claims, actions, causes of action or demands whatsoever against any of
them, including any injury to or death of any person or damage to property or
other liability of any nature, that arise out of, pertain to, or relate to the
performance of this Agreement by Consultant or Consultant's employees,
officers, officials, agents or independent contractors. Such costs and expenses
shall include reasonable attorneys' fees of counsel of City's choice, expert fees
and all other costs and fees of litigation.
12. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant
shall furnish City with certificates showing the type, amount, class of operations
covered, effective dates and dates of expiration of insurance coverage in compliance
with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's
indemnification, shall also contain substantially the following statement: "Should any
of the above insurance covered by this certificate be canceled or coverage reduced
before the expiration date thereof, the insurer affording coverage shall provide thirty
(30) days' advance written notice to the City of Cupertino by certified mail, Attention:
City Manager." It is agreed that Consultant shall maintain in force at all times during
the performance of this Agreement all appropriate coverage of insurance required by
this Agreement with an insurance company that is acceptable to City and licensed to
do insurance business in the State of California. Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
City of Cupertino -NGF Agmt Page 4
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liabili
Commercial general liability coverage in the following minimum
limits:
Bodily Injury: $500,000
each occurrence
$1,000,000
aggregate - all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate limits in
the amounts of $1,000,000 will be considered equivalent to the
required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the following
minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined.Single Limit: $500,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage for the
professional acts, errors and omissions of Consultant in the
amount of at least $1,000,000.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to .any of the perils for which
he/she has agreed to provide comprehensive general and automotive liability
insurance, Consultant shall look solely to his/her insurance for recovery. Consultant
hereby grants to City,. on behalf of any insurer providing comprehensive general and
automotive liability insurance to either Consultant or City with respect to the services
of Consultant herein, a waiver of any right to subrogation which any such insurer of
said Consultant may acquire against City by virtue of the payment of any loss under
such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or
maintain the foregoing insurance, City shall be permitted to obtain such insurance in
the Consultant's name or as an agent of the Consultant and shall be compensated by
the Consultant for the costs of the insurance premiums at the maximum rate permitted
City of Cupertino -NGF Agmt Page 5
by law and computed from the date written notice is received that the premiums have
not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverages,
except any professional liability insurance, required by this Agreement. The naming
of an additional insured shall not affect any recovery to which such additional insured
would be entitled under this policy if not named as such additional insured. An
additional insured named herein shall not be held liable for any premium, deductible
portion of any loss, or expense of any nature on this policy or any extension thereof.
Any other insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to
protect Consultant. Consultant is advised to confer with Consultant's insurance
broker to determine adequate coverage for Consultant.
13. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform
the services required by this Agreement. Consultant may be required to fill out a
conflict of interest form if the services provided under this Agreement require
Consultant to make certain governmental decisions or serve in a staff capacity as
defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
14. PROHIBITION AGAINST TRANSFERS:
Consultant 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 without said consent shall be null
and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right
or interest by reason of such attempted assignment, hypothecation or transfer.
However, claims for money by Consultant from City under this Agreement may be
assigned to a bank, trust company or other financial institution without prior written
consent. Written notice of such assignment shall be promptly furnished to City by
Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner or
joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint
venture or syndicate or cotenancy, which shall result in changing the control of
Consultant, shall be construed as an assignment of this Agreement. Control means
fifty percent (50%) or more of the voting power of the corporation.
City of Cupertino -NGF Agmt Page 6
15. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only .those people and
subcontractors whose names are included in this Agreement shall be used in the
performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall
be required to furnish proof of workers' compensation insurance and . shall also be
required to carry general, automobile and professional liability insurance in
reasonable conformity to the insurance carried by Consultant. In addition, any work
or services subcontracted hereunder shall be subject to each provision of this
Agreement.
16. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the term
of this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a City Business License, that may be required in connection with the
performance of services hereunder.
17. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared or
caused to be prepared by Consultant pursuant to or in connection with this
Agreement, shall be the exclusive property of City. Consultant shall not copyright any
Report required by this Agreement and shall execute appropriate documents to assign
to City the copyright to Reports created pursuant to this Agreement. Any Report,
information and data acquired or required by this Agreement shall become the
property of City, and all publication rights are reserved to City. Consultant may retain
a copy of any report furnished to the City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in execution or
implementation of
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such time and in such form as City may require,
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be printed
on recycled paper. All Reports shall be copied on both sides, of the .paper except for
one original, which shall be single sided.
E. No Report, information or other data given to or prepared or assembled
by Consultant pursuant to this Agreement shall be made available to any individual or
organization by Consultant without prior approval by City. _
City of Cupertino -NGF Agmt Page 7
F. Electronic and hard copies of Consultant's work product shall constitute
the Project deliverables. Plans to be in CAD and PDF formats, and other documents to
be in Microsoft Word and PDF formats. City holds Consultant harmless for any
modifications to the documents.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in sufficient
detail to permit an evaluation of services. All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible. Consultant shall provide free access to such books
and records to the representatives of City or its designees at all proper times, and gives
City the right to examine and audit same, and to make transcripts therefrom as
necessary, and to allow inspection of all work, data, documents, proceedings and
activities related to this Agreement. Such records, together with supporting
documents, shall be kept separate from other documents and records and shall be
maintained for a period of three (3) years after receipt of final payment.
If supplemental examination or audit of the records is necessary due to
concerns raised by City's preliminary examination or audit of records, and the City's
supplemental examination or audit of the records discloses a failure to adhere to
appropriate internal financial controls, or other breach of contract or failure to act in
good faith, then Consultant shall reimburse City for all reasonable costs and expenses
associated with the supplemental examination or audit.
19. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after the deposit thereof in the United States
Mail, postage prepaid, registered or certified, addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall be
addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Ms. Carol Atwood
City of Cupertino -NGF Agmt Page 8
All notices, demands, requests, or approvals from City to Consultant shall be
addressed to Consultant at:
National Golf Foundation Consulting, Inc.
1150 South U.S. Highway One, Suite 401
Jupiter, FL 33477
Attention: Mr. Ed Getherall
20. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof
at the time and in the manner required hereunder, Consultant shall be deemed in
default in the performance of this Agreement. If such default is not cured within the
time specified after receipt by Consultant from City of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, City
may terminate the Agreement forthwith by giving to the Consultant written notice
thereof.
City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to
Consultant as provided herein. Upon termination of this Agreement, each party shall
pay to the other party that portion of compensation specified in this Agreement that is
earned and unpaid prior to the effective date of termination.
In the event of termination, Consultant shall deliver to City, copies of all
reports, documents, and other work performed by Consultant under this Agreement.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules
and regulations enacted or issued by City.
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the
State of California excepting any choice of law rules which may direct the application
of laws of another jurisdiction. The Agreement' and obligations of the parties are
subject to all valid laws, orders, rules, and regulations of the authorities having
jurisdiction over this Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of
the County of Santa Clara, State of California.
23. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any kind
pertaining to the services performed under this Agreement unless prior written
approval has been secured from City to do otherwise.
City of Cupertino -NGF Agmt Page 9
24. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained herein, whether of the same or a different
character.
25. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind
or nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
26. GIFTS:
A. Consultant is familiar with City's prohibition against the acceptance of
any gift by a City officer or designated employee, which prohibition is found in City
Administrative Procedures.
B. Consultant agrees not to offer any City officer or designated employee
any gift prohibited by the Administrative Procedures.
C. The offer or giving of any prohibited gift shall constitute a material
breach of this Agreement by Consultant. In addition to any other remedies, City may
have in law or equity, City may terminate this Agreement for such breach as provided
in Section 19 of this Agreement.
27. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement
shall be deemed to be enacted herein, and the Agreement shall be read and enforced
as though each were included herein. If through mistake or otherwise, any such
provision is not inserted or is not correctly inserted, the Agreement shall be amended
to make such insertion on application by either party.
28. CAPTIONS:
The captions 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.
City of Cupertino -NGF Agmt Page 10
P.O. No.:
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT
National Golf Foundation
Consulting, Inc.
By
Name 6� &-cc l�
Title ,Sr. !1-tzh r- o( Qka- ZWif
Date //'q ?AZ I�;-
Tax I.D. No.: (25- Oo7g5,?
Address:
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CITY OF CUPERTINO
A Municipal Corporation
By �A� a dhZZg::LW
Carol A. Atwood, Director of Recreation and
Community Services
Date r 2-q 15—
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APPROVED AS TO FORM:
rZ 3 tM
arol Korade, City Attorney
ATTEST:
G s
Grace Schmidt, City Clerk
Contract Amount: $ 15,000.00
Account No.: 420-9153-7014
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City of Cupertino -NGF Agmt Page 11
EXHIBIT A
SCOPE OF SERVICES
Scope of work will include:
• Teleconference with City staff and City consultant MIG regarding Conceptual Options 'A'
and 'B' presented in NGF's draft report "Review of the Blackberry Farm Golf Course in
Cupertino California", relating to options 'C' and 'B' MIG -prepared options for the Stevens
Creek Corridor Master Plan ("SCC Master Plan").
• Collaborate with City staff and MIG regarding the refinement of the two golf renovation
options under consideration within the overall master plan. Develop a par -3 course option
that would start and finish at the north end of the golf course property.
• Collaborate with City staff and MIG regarding new clubhouse/pro shop options, siting and
design concepts, and associated circulation alternatives within the overall master plan.
• Confer with City staff and MIG team regarding associated golf considerations including
water supply and irrigation, course features and amenities, sustainability measures,
additional uses and markets [foot golf, e.g.]
• Collaborate the City staff and MIG team to develop preferred alternatives for further
consideration and impact evaluation.
• Develop conceptual design information, exhibits and data suitable for public review and a
comprehensive environmental clearance process.
• Attend a City Council or other meeting(s) as requested in December 2014 and February 3,
2015 and present information related to Blackberry Farm Golf Course relating to its current
and projected performance and facilities under existing conditions and proposed
modifications.
• Refine financial projections and expected reconfiguration costs.
• Assist in responding to questions and requests for additional decisionmaking information.
• Finalize the "Review of the Blackberry Farm Golf Course" report in a manner suitable for
inclusion as a reference [appendix] for an environmental impact report for the SCC Master
Plan.
0 Assist in responding to ideas, concerns or questions raised during the public review process.
EXHIBIT B
SCHEDULE OF PERFORMANCE
Service Timeframe or Dates
Attend meetings -including City Council City Council meetings including
meetings; present design concepts and February 3, 2015 and .
findings of reports/evaluations as requested
Service Timeframe or Dates
Perform services identified in Exhibit A
In collaboration with City timeframes
for public reviews and EIR process.
Timing of public Draft EIR anticipated
summer 2015; certification by City
Council late 2015
EXHIBIT C
COMPENSATION
Services by Ed Getherall of National Golf Foundation (NGF) will be billed at $200 per
hour.
Services by Forrest Richardson, Forrest Richardson & Associates, subcontractor to NGF,
will be billed at $200 per hour.
The hourly rate shall include administrative support, office expenses,
telecommunication, reproduction, expenses related to production of evaluations and
reports, overhead costs, and direct and indirect expenses except for reimbursable
expenses noted below.
Reimbursable expenses will include direct costs incurred for travel requested for
attendance at meetings or site visits. Reimbursable expenses may also include
reproduction of color graphics or presentation materials larger than 11"x17" if
requested by City.
The base scope of work is estimated to require up to 40 hours for a fee of $8,000.00.
Reimbursable travel expenses are estimated to be $4,000.00.
Compensation for potential additional services beyond the scope of basic services is not
to exceed $3,000.00. Additional services shall be provided only upon advance written
authorization by City.
Total compensation to be provided under this Agreement shall not exceed $15,000.00.
NATIGOL-01 PETERSONM
ACORO'
v CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDmYY)
1/23/2015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE 'DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER ..
Insurance Office of America, Inc.
1855 West State Road 434
Longwood, FL 32750
CONTACT
NAME:
PHONE (407 788-3000 AIC Nol: (407) 788-7933
AIC No Ext
A DRIESS:
INSURERS AFFORDING COVERAGE NAIC #
11/01/2014
INSURER A: Ohio Security Insurance Company 24082
EACH OCCURRENCE $ 1,000,000
INSURED
INSURER B: Travelers Indemnity Company of America 25666
National Golf Foundation, Inc; National Golf Foundation (1),
INSURER C: Houston Casualty Company 42374
Inc.; National Golf Foundation Cons
1150 South US Highway #1
INSURERD:
PRODUCTS - COMP/OP AGG $ 2,000,00
Jupiter, FL 33477
INSURER E:
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
D
POLICY NUMBER
POLICY EFF
MM/DDIYYYY
POLICY EXP
MM/DDIYYYY
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
X❑ OCCUR
BKS(15)55924422
11/01/2014
11/01/2015
EACH OCCURRENCE $ 1,000,000
DAMAGE 'UCLAIMS-MADE
PREMISES Ea occurrence $ 300,000
MED EXP (Any one person) $ 15,000
PERSONAL 8 ADV INJURY $ Excluded
GEN'L AGGREGATE LIMIT APPLIES PER:
RPOLICY ❑ jEa FRI LOC
OTHER:
GENERAL AGGREGATE $ 2,000,00
PRODUCTS - COMP/OP AGG $ 2,000,00
$
AANY
AUTOMOBILE LIABILITY
AUTO
ALL OWNED SCHEDULED
X AUTOS AUTOS X NON -OWNED
HIRED AUTOS AUTOS
BAS55924422
11101/2014
11/01/2015
COMBINED SINGLE LIMIT $ 1,000,000
Ea accident -
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
'PROPERTY DAMAGE $
Per accident
A
X
UMBRELLA LIAB
EXCESS LIAB
X
OCCUR
CLAIMS -MADE
US055924422
11/01/2014
11/01/2015
EACH OCCURRENCE $ 4,000,000
AGGREGATE $ 4,000,00
DED X I RETENTION$ 10,000
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE YINUB-7AO1046-4-14
OFFICER/MEMBER EXCLUDED? F-1
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
11/01/2014
11101/2015
X B
STATUTE ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYE $ '1,000,000
E.L. DISEASE -POLICY LIMIT $ 1,000,000
C
Professional Liab
H714-104608
11/09/2014
11/09/2015
Agg/Occ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
City of Cupertino
10300 Torre Ave.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE ,EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
n 1988-2014 ACORD CORPORATION_ All riahfs reserveri
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD