CONTRACT 5388 One Page Service Agreement CLOSED Agreement No. 5388
Services Agreement
SELLER: NEW YORK FOOD COMPANY DATE MAILED: 09/11/2017
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI
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 1185 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.
® Comorehensive General Liability, 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 Liabilibf,including owned, non-owned and hired vehicles with at least:
® $1.000,000 per occurrence.
❑ x,000-300,0O0 per occurrence. I
❑ 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 EI 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.
❑
Co, of valid picture 1.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 MANAGERIPURCHASING AGENT,THUS
AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Submitted by(complete all blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name("Seller"): By(Print name&title):
NEW YORK FOOD COMPANY KQVq , �M �p,S1 y\w
Company Street Address: 7Dii
lhoriM& agtulred:
2320 Alaska Avenue
City,'State,Zip. :
EI'Segundo,CA 90245 '1 h /)
Phone: FAX:
424)456-3728(323)673-0429 (310)643-7723
Vendor's Email address: Vendor's Web site
Mail original agreement and In' —City Clerk 350 Malvin Street,Room 5 Segundo,_Dear newyor oo co.c
Ori inatorlDe artment Contact: '� 'r.._ �'und EI Se undo CA 902 38 3
tancto:ClCity of Segundo
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NEW YORK FOOD COMPANY
Agreement No. 5388
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$18,676.89(Eighteen Thousand Six Hundred City,are not intended to and will not in any manner limit or qualify the liabilities
Seventy-Six Dollars and Eighty-Nine Cents)for the work.City will pay for work as and obligations otherwise assumed by Seller pursuant to this Agreement,
specified in the attached Exhibit"A,'which is incorporated by reference, including,without limitation,to the provisions concerning indemnification.
3.INSPECTION. 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 Sellers 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 rem@dies under this Agreement
are not exclusive and are in addition to any rights and remedies provided by law,
8.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. 5388
Monday, September 11, 2017
Exhibit A
CATERING AGREEMENT
GENERAL DETAILS
Date of Event: Thursday, September 28, 2017
Location: Vistamar School
Estimated Count: 224
Event Time: 5:30 PM - 9:30 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 5 days prior to your event
date.
GUARANTEED COUNT
Your guaranteed count is due Thursday, September 21, 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.
e.
Agreement No. 5388
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.
EXCLUSIVE CATERING AGREEMENT
Due to insurance and liability restrictions, all consumable items at a NYFC catered event must be
provided by NYFC. The introduction of outside consumables will deem our insurance null and void,
leaving you as the host in a vulnerable position.
The only exceptions to this policy will be cakes provided by a licensed and insured professional
baker, beverages provided in original containers, or snack foods provided in original containers. We
realize that you may have some unique family recipes or a friend who is especially talented in the
kitchen. We appreciate this and although we cannot deviate from this policy, our talented chefs
would be pleased to recreate this prized dish for your event.
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. In the event this agreement is signed in the
name of a corporation, partnership, association, club, society, or third person, the person signing
this contract represents to NYFC that he/she accepts full personal liability for the faithful
performance of this agreement.
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: Thursday, September 28, 2017 New York Food Company
Client: Barbara Voss Name: Pearl Ho- Event Designer
Address: 350 Main Street
EI Segundo, CA 90245 Signed: P 'e'a
Phone: 310-524-2389 Date: Monday, September 11, 2017
Email: bvoss@elsegundo.org
Please sign and return to NYFC: Security Deposit to be returned to:
Name:
Signed: Address:
Print:
Date:
2
Agreement No. 5388
NEW YORK FOOD COMPANY OFF-PREMISE PREMIER EVENTS
Monday, September 11, 2017 EXHIBIT B
Barbara Voss
Economic Development Food
City of El Segundo New I
or', F
Company
INVOICE #
313373
Champions of Business Dinner
on
Thursday, September 28, 2017
MENU:
224 guests @ $46.15 $ 10,338.10
Service Personnel $ 3,492.50
Coffee Service $225.00
PropsID6cor $ -
Floral Arrangements $
Entertainment $
Other $
Other
Liquor Liability Fee
Bakery $
Subtotal $ 14,055.60
20% Service/Production Fee $ 2,811.12
Credit Card Convenience Fee $
Total Taxable Amount $ 16,866.72
9.25% Sales Tax $ 1,560.17
Refundable Security Deposit $ 250.00
NYFC TOTAL $ 18,676.89
Payments Received $
BALANCE DUE $ 18,676.89
Thank you for letting us be a part of your special event. If
you have any questions or concerns please contact me at
424-456-3713
Sincerely,
Pearl Ho
Event Designer
New York Food Company
2320 Alaska Avenue
El Segundo, CA 90245