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CONTRACT 5253 CLOSED Agreement No. 5253 - Services Agreement SELLER: NEW YORK FOOD COMPANY DATE MAILED: 1152017 Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El Segundo. Only those items checked-off are MANDATORY, however if your standard policies exceed the minimum requirements please include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days' prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ® Comprehensive General Liabilltv, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence. ® Auto Liability, including owned, non-owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ $100,000-300,000 per occurrence, ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® 'Workers' Compensation Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and SELLER signs statement to this effect.) ® Business License: The SELLER agrees to have a current City of El Segundo license on file at City Hall or purchase said license (at no cost to the City). ❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate, Call the Planning Manager @(310)524-2340 if you have questions, ❑ Coo of valid picture C.D. (Drivers license etc.) PLEASE NOTE:ALL APPLICABLE INSURANCE AND OTHER REQUIREMENTS LISTED ABOVE MUST BE OBTAINED AND ON FILE,PRIOR TO THE ISSUANCE OF A CITY PURCHASE ORDER BEING SENT TO YOU(VIA FAX OR HARD COPY)BY THE RISK MANAGER/PURCHASING AGENT,THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Submitted by(complete ail blanks): COLOR COPY REQUIRED BACK TO THE CITY Company Name("Seller"): B NEW YORK FOOD COMPANY �ar�name&titl� M 19h r fCompany Street Address: s Auth 'z nature required: 2320 Alaska Avenue City,State,Zip: a signed: El Segundo,CA 90245 1 AA Phone: FAX: X424)456-3728(323)673-0429 (310)643-7723 Vendor's Email address: Vendor's Web site: pearla@newyorkfoodco.com www,Celebration byNYFC.com Mail original�a agreement and insurance Date initiated: 3813 g y 9 City Originator/Department inator/De artment(contact: � �Clerk 350 Main treat,Room 5,El Segundo,CA 0 5'- �� City o Segundo—o— r e � pr µ..........._.Vi .................................._....................�.....m In'$u oval: _ � Date Approved: I d I . ...... ....... ... ...... .. dY City Attorney "' City M, r dy lerk I NEW YORK FOOD COMPANY Agreement No. 5253 _ ......�...mm_.............._......_............ 1.GENERALLY. The materials, supplies, or services (collectively, "Purchase") 10.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from covered by this Services Agreement("Agreement") must be furnished by Seller and against any claim, action, damages, costs (including, without limitation, subject to all the terms and conditions contained in this Agreement which Seller, attorney's fees), injuries, or liability, arising out of the Purchase or the in accepting this Agreement, agrees to be bound by and comply with in all Agreement, or their performance. Should City be named in any suit, or should particulars. No other terms or conditions are binding upon the parties unless any claim be brought against it by suit or otherwise, whether the same be subsequently agreed to in writing. Written acceptance or shipment of all or any groundless or not, arising out of the Purchase or Agreement, or their portion of the Purchase covered by this Agreement constitutes unqualified performance, Seller will defend City (at City's request and with counsel acceptance of all terms and conditions in this Agreement. The terms of any satisfactory to City) and indemnify City for any judgment rendered against it or proposal referred to in this Agreement are included and made a part of the any sums paid out in settlement or otherwise. For purposes of this section"City" Agreement only to the extent it specified the Purchase ordered, the price, and includes City's officers, elected officials, and employees. It is expressly the delivery, and then only to the extent that such terms are consistent with the understood and agreed that the foregoing provisions will survive termination of terms and conditions of this Agreement. this Agreement. The requirements as to the types and limits of insurance 2.CONSIDERATION. As consideration, City agrees to pay Seller for City's coverage to be maintained by Seller, and any approval of such insurance by services not to exceed a total of$24,656(Twenty Four Thousand Six Hundred City, are not intended to and will not in any manner limit or qualify the liabilities and Fifty Seven Dollars)for the work. City will pay for work as specified in the and obligations otherwise assumed by Seller pursuant to this Agreement, attached Exhibit"A,"which is incorporated by reference. including,without limitation,to the provisions concerning indemnification. 1INSPECTION. The Purchase furnished must be exactly as specified in this 11.WARRANTY. Seller agrees that the Purchase is covered by the most Agreement,free from all defects in Seller's performance, design,workmanship, favorable commercial warranties the Seller gives to any customer for the same and materials, and, except as otherwise provided, is subject to inspection and or substantially similar supplies or services, or such other more favorable test by City at all times and places. If, before final acceptance,any Purchase is warranties as is specified in this Agreement. Warranties will be effective found to be incomplete, or not as specified, City may reject it, require Seller to notwithstanding any inspection or acceptance of the Purchase by City. correct it without charge, or require delivery of such Purchase at a reduction in 12.ASSIGNMENT.City may assign this Agreement. Except as to any payment price that is equitable under the circumstances. If seller is unable or refuses to due under this Agreement, Seller may not assign or subcontract the Agreement correct such items within a time deemed reasonable by City,City may terminate without City's written approval. Should City give consent,it will not relieve Seller the Agreement in whole or in part. Seller bears all risks as to rejected Purchases from any obligations under this Agreement and any transferee or subcontractor and, in addition to any costs for which Seller may become liable to City under will be considered Seller's agent. other provisions of this Agreement, must reimburse City for all transportation 13.INSURANCE. Seller must provide the insurance indicated on the face sheet costs,other related costs incurred,or payments to Seller in accordance with the of this Services Agreement. terms of this Agreement for unaccepted Purchases. Notwithstanding City's 14.PERMITS. Seller must procure all necessary permits and licenses,and abide acceptance of any Purchase, Seller is liable for latent defects, fraud, or such by all federal,state,and local laws,for performing this Agreement. gross mistakes as constitute fraud. 15.INDEPENDENT CONTRACTOR. City and Seller agree that Seller will act as 4.CHANGES. City may make changes within the general scope of this an independent contractor and will have control of all work and the manner in Agreement in drawings and specifications for specially manufactured supplies, which is it performed. Seller will be free to contract for similar service to be place of delivery,method of shipment or packing of the order by giving notice to performed for other employers while under contract with City. Seller is not an Seller and subsequently confirming such changes in writing. If such changes agent or employee of City and is not entitled to participate in any pension plan, affect the cost of or the time required for performance of this Agreement, an insurance, bonus or similar benefits City provides for its employees. Any equitable adjustment in the price or delivery or both must be made. No change provision in this Agreement that may appear to give City the right to direct Seller by Seller is allowed without City's written approval. Any claim by Seller for an as to the details of doing the work or to exercise a measure of control over the adjustment under this section must be made in writing within thirty (30) days work means that Seller will follow the direction of the City as to end results of the from the date of receipt by Seller of notification of such change unless City work only. waives this condition in writing. Nothing in this section excuses Seller from 16.WAIVER. City's review or acceptance of, or payment for, work product proceeding with performance of the order as changed. prepared by Seller under this Agreement will not be construed to operate as a 5. TERMINATION. City may terminate this Agreement at any time, either waiver of any rights City may have under this Agreement or of any cause of verbally or in writing, with or without cause. Should termination occur, City will action arising from Seller's performance. A waiver by City of any breach of any pay Seller as full performance until such termination the unit or pro rata order term, covenant, or condition contained in this Agreement will not be deemed to price for the performed and accepted portion of the Purchase. City may provide be a waiver of any subsequent breach of the same or any other term,covenant, written notice of termination for Seller's default if Seller refuses or fails to comply or condition contained in this Agreement, whether of the same or different with this Agreement. If Seller does not cure such failure within a reasonable time character. period, or fails to perform the Purchase within the time specified (or allowed by 17.INTERPRETATION. This Agreement was drafted in,and will be construed in extension),Seller will be liable to City for any excess costs incurred by City. accordance with the laws of the State of California,and exclusive venue for any 6.TIME EXTENSION. City may extend the time for completion if, in City's sole action involving this agreement will be in Los Angeles County. determination, Seller was delayed because of causes beyond Seller's control and without Seller's fault or negligence. In the event delay was caused by City, Seller's sole remedy is limited to recovering money actually and necessarily Materials,supplies or services to include: expended by Seller because of the delay;there is no right to recover anticipated profit. Refer to attached Exhibit"A"and Exhibit"B" 7.REMEDIES CUMULATIVE. City's rights and remedies under this Agreement are not exclusive and are in addition to any rights and remedies provided by law. &TITLE. Title to materials and supplies purchased under this Agreement pass directly from Seller to City upon City's written acceptance following an actual inspection and City's opportunity to reject. 9.PAYMENT. City will pay Seller after receiving acceptable invoices for materials and supplies delivered and accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenses unless specified in this Agreement. Drafts will not be honored. NEW YORK FOOD COMPANY Agreement No. 5253 Wednesday, January 11, 2017 Exhibit A CATERING AGREEMENT GENERAL DETAILS Date of Event: Saturday, January 21, 2017 Location: Automobile Driving Museum Estimated Count: 360 Event Time: 6:00-10:00 PM TERMS OF PAYMENT A series of three payments will be made to New York Food Company in consideration of your New York Food Company Event. The initial deposit is to reserve your event date and to assure an understanding of all conditions of this contract. The second payment is due half way between the date of your initial booking and your event date. The final payment is due 9 days prior to your event date. GUARANTEED COUNT Your guaranteed count is due Monday, January 9, 2017. If the count increases after this time, we will do all in our power to honor your request. Guaranteed counts cannot be reduced. UNCONSUMED PRODUCT When we have unplanned, unconsumed food at an event's conclusion, The event's chef or lead server will have total discretion as to what food, if any may be left for future consumption. If you have any questions regarding this policy or would like further clarification, please speak with your event coordinator. EXTENDED EVENTS Timing of an event will be based on your final proposal's itinerary. Last minute extensions are welcomed and do not pose a problem from a staffing point of view. Client agrees to pay for such charges and, in the event it creates an overtime situation, client agrees to pay as in accordance with CA state labor laws. LIABILITY DISCLAIMER NYFC, its employees, and agents cannot assume responsibility for damage or loss of any articles or merchandise brought to or left at an event. To the fullest extent permitted by law, the client assumes responsibility for any damages caused by them or any of their guests, invitees, or other persons attending the function and shall hold NYFC harmless for said damages. OMISSIONS, ERRORS & UNFORSEEABLE CONSEQUENCES In preparing your proposal we have attempted to consider every eventuality. Our philosophy is to present all extremes in cost so it can be discussed up front instead of having to add it to your budget later. Some circumstances are beyond our control and if we have omitted any costs or made any errors, we will inform you as soon as it is brought to our attention. If for any reason beyond the control of NYFC, including, but not limited to, weather, accidents, restrictions on travel, facility operations, commodities or supplies, acts of war or God, NYFC is unable to perform its obligations, NYFC shall not be held liable to client for said inability. Agreement No. 5253 SALES TAX State sales tax, at the current rate, will be added to your entire bill. In accordance with the California State Board of Equalization, Regulation 1603, all service charges must also be taxed at the same rate. RESPONSIBLE PARTY This is a special agreement between New York Food Company (NYFC) and the client(s) named below. Said agreement is in consideration of catering services as described within and provided exclusively by NYFC, their agents or subcontractors. ARBITRATION AGREEMENT Any controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration in accordance with the current prevailing rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In any action at law or in equity to enforce any of the provisions or rights under this agreement, the unsuccessful party to such actions or proceedings, as determined by an arbitrator in a final judgment, shall pay the successful party all costs, expenses, and reasonable attorneys' fees incurred therein by such party (including without limitation such costs, expenses, and fees on any appeal), and if such successful party shall recover judgment in any such action or proceeding, such costs, expenses and attorneys' fees shall be included as apart of such judgment. If for any reason whatsoever, any one or more of the provisions of this agreement shall be held or deemed inoperative, unenforceable, or invalid as applied to any particular case or in all cases such circumstances shall not have the effect of rendering any of the other provisions of this agreement inoperative, unenforceable or invalid. Event Date: Saturday, January 21, 2017 New York Food Company Client: Barbara Voss Name: Pearl Ho- Event Designer Address: 350 Main Street El Segundo, CA 90245 Signed: Peace qa Phone: 310-524-2389 Date: Wednesday, January 11, 2017 Email: bvoss @elsegundo.org Please sign and urn to NYFC: Security Deposit to be returned to: Name: Signed: "� Address: Print: Date: 2 5xhIbt+ `lB NEW YORK FOOD COMPANY OFF-PREMISE PREMIER Efttgment No. 5253 Wednesday, January 11, 2017 New y Food City of El Segundo NYorl( F C c ompan INVOICE # 310716 El Segundo Centennial on Saturday, January 21, 2017 MENU: 360 guests @ $37.45 $ 13,482.00 Service Personnel $ 51700.00 Rentals/Linens $ - Props/Decor $ - Floral Arrangements $ - Entertainment $ - Other $ - NYFC Fine Wine & Spirits $ - Liquor Liability Fee Bakery $ - Subtotal $ 19,182.00 17% Sponsorship Production Fee $ 3,260.94 4% Credit Card Fee $ - Total Taxable Amount $ 22,442.94 8.75% Sales Tax $ 11963.76 Refundable Security Deposit $ 250.00 NYFC TOTAL $ 24,656.70 Payments Received $ - BALANCE DUE $ 24,656.70 Thank you for letting us be a part of your special event. If you have any questions or concerns please contact me at 424-456-3728 Sincerely, Pearl Ho Event Designer New York Food Company 2320 Alaska Avenue El Segundo, CA 90245