16-001 World Chefs International LLCCITY OF
m SHORT FORM AGREEMENT
CUPERTINO
(Less than $5,000)
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino, CA 95014
408-777-3200 NO. -------
This Agreement, made and entered into this 15th day of APRIL, 2016 , (the "Effective Date") is by and
between the City of Cupertino (hereinafter "City") and WORLD CHEFS INTERNATIONAL LLC
(hereinafter "Contractor"), in consideration
of their mutual covenants, the pa1iies agree as follows:
A. SCOPE OF SERVICES . Contractor shall provide or furni sh the following specified services and/o r
materials : COOKING INSTRUCTION Services are fu1iher described in Exhibit "A".
B. TERM. The services and/or materials furnished under this Agreement shall commence on JULY 1, 2016
and shall be completed no later than JUNE 30 , 2017.
C. COMPENSATION. For the full perfonnance of this Agreement, CITY shall pay Contractor a total
amount not to exceed TWO THOUSAND dollars ($2000). Consisting of the following: $50 PER STUDENT, PER
SESSION
$2 5 Annual Administration Fee will be deducted from the first pa yment. The contractor shall pro vide all teaching
supplies , such as , but not limited to , dry erase markers , erasers, and handouts. Copy service at the senior center is 10
cents a page .
D. EXHIBITS . The following attached exhibits hereb y are mad e part of this Agreement:
X Exhibit "A"-Scope of Services
GENERAL TERMS AND CONDITIONS
I. Hold Harmless. Contractor shall , to the fullest extent allowed by law and without limitation of the provi s ions of
this Agreement related to insurance, with respect to all services performed in connection with the Agreement,
indenmify, defend , and hold hannless the City and its officers, officials, agents , employees and volunteers from and
against any and all liability, c laims, 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, pe1iaining 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 sha ll 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 indel1lllification .
The provisions of this Section survive the completion of the Services or tennination 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 con se nt 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, without an exclusion for sexual abuse and
molestation, in the following minimum limits:
Bodily Injury:
Property Damage:
City of Cupenino -Short Fonn Ag reement -4 12015
$500,000 each occurrence; $1,000 ,000 aggregate -all other
$100 ,000 each occurrence; $250 ,000 aggregate
If submitted, combined single limit policy with aggregate limits in th e amounts of $1,000 ,000 will be
considered equivalent to the required minimum limits shown above.
(c) Automotive: Comprehensive aut omo tive liability coverage in the following minimum limits:
Bodily Injury: $500 ,000 each occun-ence
Property Damage: $100 ,000 eac h occun-ence
or
Co mbined Single Limit: $500 ,000 each occmrence
5. Subrogation Waiver. Contractor ag ree s th at in the event of lo ss due to any of the peril s for which it has agreed to
prov ide comprehensive genera l and automotive li ability in surance , Contractor shall look so lel y to it s in s urance for
recove ry. Contractor hereby grants to City , on behalf of any insurer pro viding comprehensive general and
automotive liabilit y insuran ce to either Contractor or City with re spec t to the services of Contractor herein, a wa ive r
of any right to s ubrogati on which any s uch in surer of sa id Contractor ma y acquire against City by virtue of the
payment of any lo ss under such in surance.
6. Termination of Agreement. In the event Contractor fails or refuses to perfo nn any of the pro vis ion s 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 noti ce of default , and in addition to any other remed y ava ilable to the City by law , the City
Manager ma y tenninate the Agreement b y givi ng Contractor wri tten noti ce thereof, whi ch sha ll be effective
immediately . The City Manager shall also have the option, at it s so le di scretio n and w ithout ca use , of tenninating
this Agreement by giving seven (7) calendar da ys' prior written notice to Contractor as pro vi ded herein . Upon
rec eipt of any no ti ce of termination , Co ntra cto r shall imm ediately di sco ntinue perfonnance.
7. Non-Discrimination. Contractor shall not discriminate against a job applicant , employee,
City employee, or a citi z en on the basis of race , color, national 01igin, ancestry, religion , gender,
sexual 01ientation 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 and, 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 maimer Contractor perfonns the services to be perfonned. Neve1iheless , City may, at any
time, observe the manner in which such services are being perfonned 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 tenn of this Agreement, all appropriate pem1its , licenses , and ce1iificates including but not
limited to a City business license, that may be required in c01mection with the perfonnance of
services under this Agreement.
10. Reports and Records. Each and every repo1i , draft , work product, map , record and other
document , hereinafter collectively refe1Ted to as "Repo1i", 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 copy1ight 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 Rep01i , infonnation and data acquired or required by this Agreement shall
Cit y ofCupe11i no -Shon Fonn Agree ment -412015
EXHIBIT A
CONSULT ANT SERVICES TO BE PERFORMED
The CONSULT ANT will provide COOKING INSTRUCTION in, but not limited to, the following
programs:
ONE THREE HOUR CLASS PER SESSION
Location and Time of CONSULTANT Services:
Refer to the SENIOR CENTER NEWSLETTER for agreed upon dates , times , and class locations. By
Mutual agreement of both pmiies , class schedule may change.
Eligible Participant Minimum and Maximums for CONSULTANT Services:
Minimum: 5
Maximum: 10
If less than the required minimum number of pmiicipants enroll in and pay for a pmiicular class as identified
in the schedule before the class is scheduled to stmi , the City may cancel the pmiicular class and /or te1111inate
this Agreement without additional notice or payment to Consultant.
Performan ce of CO NSULTANT Services :
City shall have no right of control as to the maimer Consultant perfonns the serv ices to be perfonned.
Ne v ertheless , City may, at any time, observe the mam1er in which such services are being perfonned by the
consultant.
The Consultant shall follow all guidelines pe1iaining to registration procedures as listed in the qumierly
r ecreation schedule . Pmiicipants may not take part in the program unless they are listed on the class roster or
can show proof of enrollment. All paiiicipants and volunteers need to complete the City 's Wai v er of
Liability fonn prior to taking pmi in the program . Contractors are responsible for supervising minors after
class until a parent oflegal guardian has mTived.
In the event of an injury occuning to a pmiicipant , the Consultant will notify the City within 1 hour and
complete an Incident Rep01i in the fonn approved by the City. The Incident Report must be submitted to the
City within 24 hours of the injury occmTing.
C ity of Cupenino -Sh ort Fo nn Agreeme nt -4/20 15
become the property of City, and all publication rights are reserv ed to City. Contractor may
retain a copy of any repo1i furnished to the City pursuant to this Agreement.
Contractor shall maintain complete and accurate records with respect to sales , costs , expenses ,
receipts and other such infonnation required by City th at relate to the perfonnance of services
under this Agreement , in sufficient detail to pennit an ev aluation of services . All such records
shall be maintained in accordance with generally accepted accounting p1inciples and shall be
clearly identified and readily accessible. Contractor shall pro vide 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 acti v ities 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 serv ices required under this agreement.
11. Changes. No changes or vmiations of any kind are autho1ized without the written consent of
the City.
CONTRACT CO-ORDINATOR and representative for CITY shall be: ALEX CORBALIS ,
RECREATION AND COMMUNITY SERVICES DEPARTMENT
In witness thereof, the pa1iies have executed this Agreement the day and year first written abo v e.
CONTRACTOR: CITY OF CUPERTINO:
EXPENDITURE DISTRIBUTION
D EPARTMENT HEAD DATE ACCOUNT NUMB ER AMOUNT
100-62-623-7 00 -7 02 $2000
Y APPROVED AS TO FORM DAT E
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City of Cupertino -Shon Fonn Agreeme nt -4120 15