HomeMy WebLinkAboutElle Vending; 2021-06-28;City Attorney Approved Version 6/12/18 1
AGREEMENT FOR VENDING MACHINE SERVICES ELLE VENDING
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Elle Vending, a limited liability company, ("Contractor”).
RECITALS
City requires the professional services of a company that is experienced in vending machine services. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement. 2. TERM
The term of this Agreement will be effective for a period of two (2) years from the date first above written. The Parks and Recreation Director may amend the Agreement to extend it for two (2) additional two (2) year periods or parts thereof. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
3. COMPENSATION The total fee payable for the Services to be performed will be 15% of all vending machine
proceeds. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished.
5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
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The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’
compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance,
and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved
Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall
provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of
this Agreement. 7. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Tracy Stayton Name Lin & Edward Nguyen
Title Recreation Area Manager Title Owners
Department Parks & Recreation Address 18903 Santa Catherine Street
City of Carlsbad Fountain Valley, CA 92708
Address 799 Pine Ave. Phone No. 909-319-4313
Carlsbad, CA 92008 Email ellevending21@gmail.com
Phone No. 760-268-4776
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No
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9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement.
10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650,
et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California.
13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of City. 14. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule.
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15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) Parks & Recreation Director
(print name/title)
ATTEST:
By:
N/A – Single Signer
(sign here) BARBARA ENGLESON
N/A – Single Signer City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
By: Deputy City Attorney
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Lin Nguyen
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EXHIBIT “A” SCOPE OF SERVICES Elle Vending will provide the following services at Alga Norte Aquatic Center (6565 Alicante Rd,
Carlsbad, CA 92009) and Monroe Street Pool (3401 Monroe St, Carlsbad, CA 92008):
- Install, operate and maintain equipment (vending machines).
- Handle all customer concerns with regards to said equipment.
- Pay City of Carlsbad 15% of net monthly profits within 7 business days of each calendar
month end.
- Provide the City of Carlsbad with a detailed report of all transactions and costs resulting
in net monthly profits.
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