Request for Bids - Sea Cloud Park Batting Cage Extension

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		VENDOR AGREEMENT FOR PRODUCTS AND/OR SERVICES
FOR
[ENTER PROJECT TITLE]

This Agreement is made and entered into as of the _____ day of _______, 20___ by and between the City of Foster City hereinafter called "CITY" and _________ hereinafter called "VENDOR".

	RECITALS

This Agreement is entered into with reference to the following facts and circumstances:

A.	That CITY desires to engage VENDOR to provide a product and/or services to the CITY;

B. 	That VENDOR is specially trained, experienced and competent to perform and has agreed to provide the product and/or services to the CITY and;

C. 	That the CITY has elected to engage VENDOR upon the terms and conditions as hereinafter set forth.

SEQ ParaNumbers2_0 \* Arabic \r 11.	A. 	Services.  The services to be performed by VENDOR under this Agreement are set forth in Exhibit A, which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

Performance of the work specified in said Exhibit A is hereby made an obligation of VENDOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

Where in conflict, the terms of this Agreement supersede and prevail over any terms set forth in Exhibit A.  

B. 	Product. The product to be supplied by VENDOR under this Agreement is set forth in Exhibit A which is, by this reference, incorporated herein and made a part hereof as though it were fully set forth herein.

Timely delivery of the product specified in said Exhibit A is hereby made an obligation of VENDOR under this Agreement, subject to any changes that may be made subsequently hereto upon the mutual written agreement of the said parties.

VENDORs obligation to provide the product includes but is not limited to, the provision of all labor, equipment, materials, testing and any other required work or services or costs of any type incidental to the supply of the product. 


SEQ ParaNumbers2_0 \* Arabic \n2.	Term; Termination. (a) The term of this Agreement shall commence upon the date hereinabove written and shall expire upon the date enumerated in Exhibit A, delivery of the product or completion of performance of services hereunder by VENDOR, whichever date shall first occur.
(b) Notwithstanding the provisions of (a) above, CITY may with or without  cause, direct VENDOR to suspend, delay or interrupt services, in whole or in part, for such periods of time as CITY may determine in its sole discretion.  (c) CITY may terminate performance of the services under this Agreement in whole, or from time to time in part, for default, should VENDOR commit a material breach of this Agreement, or part thereof, and not cure such breach within ten (10) calendar days of the date of CITYs written notice to VENDOR demanding such cure, in which case VENDOR shall be liable to CITY for all loss, cost, expense, damage and liability resulting from such breach and termination. (d) CITY may terminate performance of the services under this Agreement in whole, or from time to time in part, for convenience, whenever CITY determines that such termination is in CITYs best interests, in which case VENDOR shall be entitled to recover its costs expended up to the termination date plus reasonable profit thereon to the termination date as this Agreement would otherwise provide, but may recover no other cost, damage or expense. VENDOR shall continue its work throughout the course of any dispute, and VENDORs failure to continue work during a dispute shall be a material breach of this Agreement.  

SEQ ParaNumbers2_0 \* Arabic \n3.	Compensation; Expenses; Payment.  CITY shall compensate VENDOR for all products supplied or services performed by VENDOR hereunder as shown in Exhibit B attached hereto and by this reference incorporated herein.

Notwithstanding the foregoing, the combined total of compensation and reimbursement of costs payable hereunder shall not exceed the sum _____________________ ($________________). Invoices for amounts in excess of _____________________ ($________________) shall not be paid unless additional amounts have been approved in advance of supplying the product, performing the services or incurring the costs and expenses by CITYs City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) evidenced by motion duly made and carried and a written contract amendment having been executed.

Compensation and reimbursement of costs and expenses hereunder shall be payable upon VENDOR meeting contract milestones as defined in Exhibit B. Billing shall include an itemized statement, briefly describing by task and labor category or cost/expense items billed.

4.	Additional Services. In the event CITY desires the delivery of additional products or performance of additional services not otherwise included within Exhibit A, such products or services shall be authorized in advance by CITYs City Manager (for contracts less than $50,000) or City Council (for contracts $50,000 or more) by motion duly made and carried. Such amendment to this Agreement shall include a description of the product to be delivered or services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefor, the time of performance thereof, and such other matters as the parties deem appropriate. Except to the extent modified by written amendment, all other terms and conditions of this Agreement shall be deemed incorporated in each such amendment.

5.	Records. VENDOR shall keep and maintain accurate records of products delivered or of all time expended in performing services and costs and expenses incurred relating thereto. Said records shall be available to CITY for review and copying during regular business hours at VENDORs place of business or as otherwise agreed upon by the parties.

6.	Authorization.  This Agreement becomes effective when endorsed by both parties in the space provided below.

7.	Documents. All documents, plans, drawings, renderings, and other papers, or copies thereof, as finally rendered, prepared by VENDOR pursuant to the terms of this Agreement, shall, upon preparation and delivery to CITY, become the property of CITY  

8.	Relationship of Parties.  VENDOR is an independent Contractor and does not act as CITYs agent in any capacity, whatsoever.  VENDOR is not entitled to any benefits that CITY provides to CITY employees, including, without limitation, workers compensation benefits or payments, pension benefits, health benefits or insurance benefits.  Terms within this Agreement regarding direction apply to and concern the result of the VENDORs provision of Services, not the means, methods, or scheduling of the VENDORs work.  VENDOR shall be solely responsible for the means, methods, techniques, sequences and procedures with respect to its provision of Services under this Agreement.  VENDOR shall pay all payroll taxes imposed by any governmental entity and shall pay all other taxes not specifically identified in this Agreement as CITYs responsibility.

9.	Schedule. VENDOR shall adhere to the schedule set forth in Exhibit A; provided, that CITY shall grant reasonable extensions of time for the delivery of products or performance of services occasioned by governmental reviews of VENDORs work product or other unavoidable delays; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, VENDORs officers or employees.

VENDOR acknowledges the importance to CITY of timely delivery of products or services and agrees to put forth its best professional efforts to perform in a manner consistent with that schedule.

10.	Force Majeure.  Except for defaults of subcontractors at any tier, VENDOR shall not be liable for any excess costs if the failure to perform the Agreement arises from causes beyond the control and without the fault or negligence of VENDOR, including without limi