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14-176 Macias Catering, Mayoral Swearing In CeremonyDec 09 14 06:59p AssurX, Inc. 408-776-1267 p.1 OPTION AGREEMENT BETWEEN THE CITY OF CUPERTINO AND CONSULTANT FOR CATERING SERVICES V THIS OPTION AGREEMENT. for reference dated �C. C� , 20_N is by and between CITY OF CUPgRTINO, a municipal corporation (hereinafter referred to as " d � a t a (California corporation, partnership, sole proprietor, dividual) whose address is 3So L�c�S+ S�- (hereinafter re o as "Consultant"), and is made with reference to the following: '" I'SS G'4 �StIC-) 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 option agreement for catering services on an as needed basis, as determined by the City, upon the terms and conditions herein. E. This is an option agreement which may be exercised at the sole discretion of the City. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Option Agreement shall commence on 0 c - c.. , 20114 and shall terminate on the 365'h day following, unless terminated earlier as set forth herein. Nothing herein obligates the City to utilize the services of the Consultant during the term of this Agreement unless a Catering Plan/Scope of Work is acceptable to City and agreed on as specified in Paragraph 2. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in a Catering Plan/Scope of Work which will be attached hereto and incorporated herein by this reference. This Option Agreement will survive during the full term specified in Paragraph land will control the general terms of the Option Agreement between the parties. In the event City exercises its option and accepts Consultant's proposal for an event, each catering event will be memorialized in a separate Catering Plan/Scope of Work and gill provide the specific terms and price for each event. Each Catering Plan/Scope of Work will be Dec 09 14 06:59p AssurX, Inc. 408-776-1267 p.2 attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in each Catering Agreement. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement and each Catering Plan/Scope of Work. 5. 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. Consultant further agrees to follow all food safety precautions set forth in California law and the food service industry. 6. 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. 7. IMMIGRATION REFORM AND CONTROL ACT (IRCA): 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. S. 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. Dec 09 14 07:00p AssurX, Inc. 408-776-1267 p.3 9. INDEMNIFICATION: 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, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related 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. 10. 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 A, 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: (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: Dec 09 14 07:00p AssurX, Inc. 408-776-1267 p.4 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 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. 11. 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. 12. PROHIBITION AGAINST TRANSFERS: Dec 09 14 07:01 p AssurX, Inc. 408-776-1267 p.5 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 fumished 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. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to 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. 14. 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. 15. 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: All notices, demands, requests, or approvals from City to Consultant shall be Dec 09 14 07:01 p AssurX, Inc. 408-776-1267 p.6 addressed to Consultant at: i-11 vA -A-S t\ 0 16. 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 within the time specified ager 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. 17. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 18. 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. 19. 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. 20. 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 land 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. 21. 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 Dec 09 14 07:02p AssurX, Inc. 408-776-1267 p.7 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. 22. 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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Lv t C iA,s GT [Name of Consultant] By LU i 5 int A-C�,ZA-S Title Q U00, Date (•-X-/D$/j CITY OF CUPERTINO A Municipal Corporation By Til Da APPR V�=k9l, ASFORM: By City Attorney A TSS T-" r race Schon d�, Ci` y GJe�r k �-3 75" , � e4 V-X/j � /-( C , City of Cupertino Reception ORDER Date: December 17, 2014 Headcount: 150 Delivery Time: 6:3opm Delivery Address: 1035o Torre Ave Cupertino, CA Contact: Lisa Maletis-Massey 408.76i.1158 cell 408.777.3332 desk Appetizer Menu Stuffed Mushrooms (V) Bite Size Italian Salami Sandwiches w/pesto spread Crudites w/assorted dipping sauces (V) Baked Brie w/almonds/apricots (V) Parmesan Chicken Bites w/honey mustard dipping sauce Warm Artichoke Dip w/sliced baguette (V) Assorted Fresh Baked Cookie Platter Beverage Menu Punch: "homemade" punch, serving bowls, ladles, cups Bottled Water, Ice Wine Service: (wine is provided by client) wine bottle openers, cups Price includes: delivery, set-up, clean-up, plates, napkins, cutlery, wine & coffee cups, serving utensils 150 @a $22.00 $3300.00 Tax (8.75%) $288.75 Sub Total $3588.75 (2) Servers ($35 per hr/ 4 hrs) _$280.00 Total $3,868.75 CERTIFICATE OF LIABILITY INSURANCE DATE(MM!DDIYYYYI CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. 12/1/2014 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(ies) 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 germ Insurance Agency NAMEA T 5328 Monterey Rd PHONE .Wt1--408 361-0121 -- La�Nei 408-361-0123 _ _. San Jose CA 95111 E-M ADDRESS freddy.bermudez@yahoo.com INSURERS) AFFORDING COVERAGE NA_ IC Y_ ! i _ INSURER A. Colony Insurance Company !39993 INSURED Macias Catering Events / Luis Alberto Macias _. INSURER B . 1350 locust Street INSURER C San Jose CA 95110 INSURER 0. INSURER E I INSURER F GOVERAGE5 CERTIFICATE NLIMRFR- RFvi-RinN NIIMRFR- 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 CONTRACT OR 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. NSR POLICY EFF -POLICY EICP..,` _._. _.... LTR . TYPE OF IN POLICY NUMBER MMtDDlYYYY MMRIDAYYY UMRS COMMERCIAL GENERAL LIABILITY CLAROS-MADE D✓ OCCUR EACH OCCURRENCE_ FR -EMI ET3Rt" u � PREMISES (Ea occurrent j�._.,µ S 1'-11000,000 S 1OO 000 i A ! i 0114144154 1012512014 110/25/2015,1------$1,000,000 MED EXP {Any one person) PERSONAL & ADV INJURY S5,000 _ _ _ GEN'L AGGREGATE LIMIT APPLIES PER: T PRO - POLICY ❑ JECT LOC R2 OTHER. ! I t GENERAL AGGREGATE PRODUCTS - COMPIOP AGG 5 2,000 000 _ ,-- S OOO OOO �— — S .-.._.. _- j AUTOMOBILE LIABILITY ANY AUTO I 1 i COMBINED SWGLE LIMIT I BODILY INJURY (Per person) S S i ALL UWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS - 5 - — S . .,.._.._ . _ .... I BODILY!NJURY(Por accudent) PROPERTY DAMAGE [ Per accdent ,�...-.._._._ _ ... S UMBRELLA LIAR OCCUR I j EACH OCCURRENCE_,- S AGGREGATE EXCESS LIAB CLAIMS -MADE S DEDRETENTIONS -- - 5 �' }ANY WORKERS COMPENSATION ANDEMPLOYERS'LIABILnY YIN PROPRIETOR/PARTNERlEXECUTIVE (f� OFFICEFUMEMBER EXCLUDED? �) InNH) NlA j PTATUTE ERH — E.L. EACH ACCIDENT""-'--- "--- - '- ELOISEASE-EAEMPLOYE S E.L. DISEASE - POLICY LIMIT S �(Mandatory ifyyees. describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS t LOCATIONS 7 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space is required) Proof of insurance CANCELLATION Proof of Insurance 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 Freddy Bermudez ©1988-201 CORPORATION. All rights reserved. ACORD 25(2014/01)' The ACORD name and logo are registered marks of ACORD r Produced using Forms Boss Web software, www.FormsBoss,com; di Impressive Publishing 800.208.1977