Loading...
15-013 Off the Grid for food truck services OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO,CA 95014-3255 TELEPHONE:(408)777-3223•FAX: (408)777-3366 C U P E RT I N O WEBSITE:www.cupertino.org March 23, 2015 Off the Grid 2 Marina Blvd., Fort Mason Center, Building C370 San Francisco, CA 94123 Re: Agreement for contract services A fully executed copy of the agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact Erin in the City Manager's Office at (408) 777-7603. Sincerely, Andrea Sanders Senior Office Assistant Enclosure cc: City Manager's Office CITY OF SHORT FORM AGREEMENT (Less than$5,000) CITY OF CUPERTINO 10300 Torre Avenue CUPERTINO Cupertino,CA 95014 408-777-3200 NO. This Agreement,made and entered into this 11th day of March,2015,(the"Effective Date")is by and between the City of Cupertino(hereinafter"City")and Off the Grid(OtG)2 Marina Blvd.,Fort Mason Center,Building C370, San Francisco,CA 94123 (hereinafter"Contractor"),in consideration of their mutual covenants,the parties agree as follows: A. SCOPE OF SERVICES.Contractor shall provide or furnish the following specified services and/or materials:recruit,coordinate all prior permitting and insurance requirements and book four(4)food trucks for the Cupertino Earth Day Festival,held on April 111h,2015 at 10300 Torre Avenue. Check box if services are further described in Exhibit A. B. TERM: The services and/or materials furnished under this Agreement shall commence on March 11th, 2015 and shall be c6i4pleted no later than April 11th,2015. C. COMPENSATION: For the full performance of this Agreement,CITY shall pay Contractor a total amount not to exceed four-hundred dollars($$400),as set forth in Exhibit A. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of$1,000.00. Contractor shall comply with all applicable provisions of law,including,without limitation,Labor Code Sections 1771, 1776, 1777.5 and 1810. D. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: ®Exhibit"A"-Scope of Services GENERAL TERMS AND CONDITIONS 1. Hold Harmless. Contractor shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, 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, whether physical, emotional, consequential or otherwise, arising out,pertaining to, or related to the performance of this Agreement by Contractor or Contractor'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. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Contract. 2. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another,assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. 3. Assignment. Contractor may not assign,transfer, or subcontract this Agreement or any portions thereof, without prior written consent of City. 4. Insurance. Contractor shall maintain the following insurance coverage, with the City as an additional named insured, and provide a Certificate of Insurance and Additional Insured Endorsement consistent with the following requirements: (a)Workers' Compensation: Statutory coverage as required by the State of California. (b)Liability: Commercial general liability coverage in the following minimum limits: Page I of 3 City of Cupertino—Short Form Agreement—updated 2/2015 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. (c)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 (d)Professional Liability: Contractors in regulated professions shall maintain professional liability insurance which includes coverage for the professional acts,errors and omissions of Contractor in the amount of at least$1,000,000. 5. Subrogation Waiver.Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. 6. Termination of Agreement. In the event Contractor fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Contractor shall be deemed in default in the performance of this Agreement. If Contractor fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Contractor written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Contractor as provided herein. Upon receipt of any notice of termination,Contractor shall immediately discontinue performance. 7. Non-Discrimination. Contractor shall not discriminate against a job applicant, employee, City employee, or a citizen on the basis of race, color, national origin, ancestry, religion, gender, sexual orientation or other protected class of such person. 8. Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed.Nevertheless, City may,at any time,observe the manner in which such services are being performed by the contractor. Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. 9. Permits and Licenses. Contractor, at his/her own expense, shall obtain and maintain during the term of this Agreement,all appropriate permits,licenses,and certificates including but not limited to a City business license,that may be required in connection with the performance of services under this Agreement. 10. Reports and Records. 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 Contractor pursuant to or in connection with this Agreement, shall be the exclusive property of City. Contractor 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. Contractor may retain a copy of any report furnished to the City pursuant to this Agreement. Page 2 of 3 City of Cupertino—Short Form Agreement—updated 2/2015 Contractor 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, 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. Contractor 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 Contractor receives final payment from City for all services required under this agreement. 11.Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: Erin Cooke,Assistant to the City Manager and Sustainability Manager. In witness thereof,the parties have executed this Agreement the day and year first written above. CONTRACTOR: By: 1 d-oe `off_l/t 6e'� � Title: OU/- // Tax I.D:. '" (on !ob CITY OF CUPERTINO: B . eW Nv Z Title: ( '� APP VALS EXPENDITURE DISTRIBUTION D A TMENYHEAD DATE ACCOUNT NUMBER AMOUNT 100-12-122-600-629 $400 ITY TTORNEY PPR VEDAS TO FORM DATE - CIT TTEST DATE Page 3 of 3 City of Cupertino—Short Form Agreement—updated 2/2015 FF THE MID � Cupertino Earth Day 2015: Summary of Terms Today's Date: 03/03/15 Location of Event: 10300 Torre Ave, Cupertino Event Name: Earth Day Festival (between the Library& City Hall) Contact: Erin Cooke Truck Arrival Time: 10:OOAM Phone: 408.777.7603 Food Service Time: 11:00AM - 3:OOPM Email: ErinC@cupertino.org Event Format: Public Sale Attendees: 5,000-6,000 Event Date: 04/11/15 Off the Grid Contact: Ali Noyer Phone: 415.852.2169 1/1 Email: ali@offthegridsf.com Festivities celebrating the Annual Cupertino Earth Day Celebration will take place on Saturday, April 11th 2015. This Summary of Terms encompasses the services Off the Grid is pleased to provide prior to and during the event. Off the Grid (OtG) will be the exclusive provider for all food truck vendor sales, and agrees to book four (4) food truck for the event. Pre-Event Coordination: Off the Grid (OtG) will handle all food truck vendor relationships including booking and supply ordering, and will ensure appropriate permitting is secured for each individual food truck vendor. All permits will be collected and compiled by OtG. OtG will work with any additional city agencies as needed to ensure food vendors hold all necessary permits. If public parking is required, The City of Cupertino will handle all parking permits for food trucks. Client will be charged a $100 booking fee per truck. Insurance• OtG carries a $2,000,000 umbrella liability policy for our events. In addition, all of OtG's vendors carry a minimum of $1,000,000 liability. Sustainability: Off the Grid encourages all participating vendors to use only organic and sustainable produce products. We believe that tl jjs is in line with the Bay Area's values, and the right thing to do. All vendors are required to use only compostable or recyclable service materials throughout the entire event. It is agreed and understood by the undersigned that these terms and conditions are binding and that no charges will be accepted without the complete knowledge of your OtG representative. It is agreed and understood that these terms and conditions have been read by you, the event organizer. This agreement may be considered null and void unless the Summary of Terms is signed and dated by the authorized agent. 1 Authorized Agent Approved for The City of Cupertino (Print Name) (Signature) (Date) Authorized Agent Approved for Off the Grid oli h (Print Name) (Signature) (Date) 2