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HomeMy WebLinkAbout2011 CON Rainbow Vending and Food Service - Vending Machine ServicesSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND RAINBOW VENDING, INC., DBA RAINBOW VENDING & FOOD SERVICE This contract dated this 15 day of August, 2011, is made by and between the CITY OF NATIONAL CITY, a municipal corporation, (hereinafter "CITY"), and RAINBOW VENDING, INC., DBA RAINBOW VENDING & FOOD SERVICE (hereinafter "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide vending machine services as described in the attached Exhibit "A". To the extent Exhibit "A" conflicts with this Short Form Service Agreement, the Short Form Service Agreement controls over such Exhibit. Vending machines will be provided as follows: LOCATION QUANTITY Martin Luther King, Jr. Community Center 140 East 12th Street Two Kimball Senior Center Two 1221 D Avenue Camacho Recreation Center Three 1810 East 22nd Street National City Municipal Pool Two 1800 East 22nd Street 2. Length of Agreement. The machines are to be installed, filled with approved snack/beverage items, cooled if necessary. and ready for use by September 1, 2011. The duration of this Agreement is for the period of September 1, 2011 through September 1, 2013 (24 months). If agreeable by both parties at the time of expiration, this Agreement may be amended to extend the Agreement for three (3) additional one-year terms. The amendment to the agreement shall be in writing. Current proof of insurance shall be submitted with the amendment. 3. Compensation/Revenue Sharing. There will be no cost to the CITY. CONTRACTOR agrees to pay CITY 20% of the total revenues received from all machines covered under this Agreement. Revenue will be submitted to the CITY's Community Services Department on a quarterly basis. Revenue checks must be accompanied by a detailed report identifying the location and address of the vending machine, machine number, total revenue, and calculations documenting the CITY'S share. Revenue will be used to enhance the programs offered by the National City Community Services Department, Recreation Division. 4. Payment Schedule. CONTRACTOR will submit quarterly revenue checks made out to "The City of National City". 5. Termination. CITY may terminate this Agreement at any time by providing thirty (30) days' written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. Insurance. CONTRACTOR shall obtain and keep current: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2.000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $ 1 ,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. D. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. E. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. T. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must he on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. Service Agreement 2 City of National City and Rainbow Vending, Inc,. DBA Rainbow Vending & Food Service 1. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. J. Insurance certificates must specify certificate holder as: City of National City 1243 National City Blvd National City, CA 91950-4301 ATTN: City Attorney's Office 8. Prevailing Wage. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wage rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 1720.3, 1720.4 and 1771. Contractor is solely responsible to determine if state prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 9. IIold Harmless. CONTRACTOR shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONTRACTOR, or CONTRACTOR'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 10. Acceptability of Work. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 11. Business License. CONTRACTOR must posscss or shall obtain business license from National City Finance Department before beginning work. 12. Miscellaneous Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. Service Agreement 3 City of National City and Rainbow Vending, Inc,. DBA Rainbow Vending & Food Service G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities arc to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY // By: , Clkfris Zapaa�% ity Manager APE RtOVED ASS TO FORM: r f i Clac Silva City Attorney 1 RAINBOW VENDING, INC., DBA RAINBOW VENDING & FOOD SERVICE (Signatures of two corporate officers required.) By: `/ y (Name) (Print) (Title) By: _ c.,. (Name) (` E (Print) V (Title) Service Aereement 4 City of National City and Rainbow Vending. Inc,. DBA Rainbow Vending & Food Service CONTACT INFORMATION CITY OF NATIONAL CITY 140 East 12th Street National City, CA 91950 Phone: (619)336-4290 Fax: (619)336-4292 Contact: Jessica Cissel, Recreation Supervisor jcisselrajnationalcityca.gov RAINBOW VENDING, INC., DBA RAINBOW VENDING & FOOD SERVICE 5515 Market Street San Diego, CA 92114 Phone: (619) 527-1900 Fax: (619) 527-2495 Email: Toni@rainbowvending.com Taxpayer I.D. No.: 33-0105453 Service Agreement 5 City of National City and Rainbow Vending, Inc,. DBA Rainbow Vending & Food Service Rainbow Vending & Food Service 5515 Market Street • San Diego, CA 92114 ♦ 619/527-1900 Vending Service Agreement This is an agreement for the installation and operation of certain vending equipment by Rainbow Vending & Food Service (hereafter known as Rainbow), within the premises owned, operated or leased by , hereafter referred to as the Client at existing location or new location should client move anytime during this or renewed term. t. Rainbow agrees to install, at the above premises, the following equipment: and to service the same, under normal conditions, by keeping them adequately supplied with merchandise, in good repair and clean condition for the use of the Client's employees and patrons. Decisions to change the equipment (more/less/different) may be -made by Rainbow as it deems appropriate in the best interest of both parties. Vend price will be subsidized at by client and billed monthly. 2. Prices and items shall be determined by Rainbow with the understanding that merchandise shall be fresh, wholesome and of high quality, and the prices charged shall be comparable to similar merchandise in local places of business. 3. Rainbow further agrees to carry, at its expense, complete comprehensive insurance covering liability for damage(s) arising out of the installation and operation of its vending equipment. 4. In consideration of the above undertaking by Rainbow, the client agrees to grant Rainbow personnel within the Client's premises and on its property outside such premises the exclusive privilege of selling the kinds and types of merchandise sold from the vending equipment and to take appropriate action against any unauthorized third party who seeks to invade such exclusive privileges, and in general, to encourage the use of the vending equipment by the Client's employees and/or patrons. 5. The length of this agreement shall be for a period of sixty (6o) months from the date of the completed installation and shall automatically renew itself for similar periods unless the Client gives written notice by registered mail of its intention to terminate this agreement at least sixty (6o) days before the expiration of this agreement or automatic renewal thereof. The Client grants Rainbow the right of first refusal on future vending agreements. If at any time during this agreement or automatic renewal thereof, the Client should determine that Rainbow's service is unsatisfactory, the Client shall advise Rainbow by registered mail and Rainbow agrees to correct such specific unsatisfactory condition(s) within thirty (30) days. If Rainbow should fail to do so within the prescribed thirty (3o) days, the Client may cancel this agreement with an additional thirty (3o) days written notice by registered mail. 6. Client reserves the right anytime during the agreement or automatic renewal, to request additional, upgraded or replacement equipment. Upon placement of such equipment, the existing agreement shall be extended for the original term. 7. Rainbow agrees to pay the Client the following commission(s): All commission is based on gross sales, minus sales tax. Commission not to be paid in period if vandalism damage /loss exceeds $5oo.00. Commission will not be paid to an account that does not average $250 per month in a quarter. 8. Rainbow agrees to pay sales tax by reason of its sale within the Client's premises. 9. In addition, this agreement contains the entire agreement between the parties and shall be binding upon the parties thereto, respective successors, executors, administrators and assigns. Any clause in this agreement deemed illegal or unenforceable shall have no effect on the remainder of the agreement. In Witness thereof, the parties to this agreement have affixed their signatures this day of Rainbow Vending Sign re: Authorized Representative Client Signature Title of Authorized Representative: Print Name Address: Exhibit A ACORO® CERTIFICATE OF LIABILITY INSURANCE Page 1 of 2 DATE (MMIDD/YYYY) 06/18/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies -may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of North Carolina, Inc. c/o 26 Century Blvd. P. 0. Box 305191 Nashville, TN 37230-5191 CONTACT NAMF• PHONE (A/c NO FXT) 877-945-7378 E-MAIL ADDRESS; FAX NO) 888-467-2378 certificatea@willis.com INSURER(S)AFFORDING COVERAGE NAIC # INSURERA: National Union Fire Ins. Co. of Pittsburg INSURED Rainbow Vending, Inc. 5515 Market Street San Diego, CA 92114 19445-001 INSURERS: ACE American Insurance Company 22667-001 INSURERC:New Hampshire Insurance Company 23841-001 INSURERD: Illinois National Insurance Co. INSURERS: Insurance Co. of the State of Pennsylvani INSURER F: 23817-001 19429-001 COVERAGES CERTIFICATE NUMBER: 16387204 REVISION NUMBER:see Remarks THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY'HAVE BEEN REDUCED BY PAID CLAIMS. INSR ITR TYPE OF INSURANCE ADD'L INSM1 SUB VVVn POLICY NUMBER POLICYEFF (MM/DDWYYY) POLICYEXP (MMIDr1/VYYYI LIMITS A GENERALLIABILITY Y 4360838 9/30/2010 9/30/2011 EACHOCCURRENCE $ 1,000,000 X COMMERCIALGENERALLIABILITY DAMAGES(EamcED DAEAGET RENTEence) $ 1,000,000 CLAIMS -MADE X OCCUR MEDEXP(Anyoneperson) $ X Contractual Liability PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 10, 000, 000 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP/OPAGG $ 5,000,000 POLICY PRO- P RO- X LOC $ A AUTOMOBILELIABILITY Y AOS 3976521 9/30/2010 9/30/2011 OaBNDSINGLELIMIT $ 5,000,000 $ A X ANYAUTO Y VA 3976522 9/30/2010 9/30/2011 BODILY INJURY(Perperson) A ALL OWNED AUTOS 'SCHEDULED AUTOS Y MA 3976523 9/30/2010 9/ 30/ 2011 BODILYINJURY(accidPerent ) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ X Self Ina. Phy Damage $ B UMBRELLA LIAB X OCCUR XLXG24563480 9/30/2010 9/30/2011 EACHOCCURRENCE $ 10,000,000 X EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10, 000, 000 DED I RETENTION$ $ c WORKERSCOMPENSATION Y AOS 026149353 9/30/2010 9/30/2011 X WCSTATU- OTH- TORY I IMITS FR A AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE NN NIA Y CA 026149355 9/30/2010 9/30/2011 E.L. EACH ACCIDENT $ 2,000,000 D OFFICER/MEMBER EXCLUDED? IMandatoryin NH) Y FL 026149357 9/30/2010 9/30/2011 E.LDISEASE-EAEMPLOYEE $ 2,000,000 E ff yes, describe under DESCRIPTION OF OPERATIONS below Y MA 026149361 9/30/2010 9/30/2011 E.L DISEASE -POLICY LIMIT $ 2,000,000 C D C WC: MO, NY, & KY we: WI WC: TX Y Y Y 026149362 026149356 026149354 9/30/2010 9/30/2011 9/30/2010 9/30/2011 9/30/2010 9/30/2011 $2,000,000 EL Each Accident $2,000,000 EL Disease - Ea Empl $2,000,000 EL Disease - Pol. Limit DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (A each Acard 101, Additonal Remarks Schedule, if more space Is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 8/17/2011 WITH ID: 16383911 SIR applies per terms and conditions of the policy. See Attached. CERTIFICATE HOLDER CANCELLATION City of National City Attn: Ginny Miller 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE l _Ij j --,,,, ACORD 25 (2010/05) Co11:3454950 Tp1:1312797 Cert: 387204©1988-2010ACORDCORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACOR1I AGENCY CUSTOMER ID• 22011126 LOC#: ADDITIONAL REMARKS SCHEDULE Page _2_ of AGENCY Willis of North Carolina, Inc. POLICY NUMBER See First Page CARRIER See First Page NAIC CODE NAMED INSURED Rainbow Vending, Inc. 5515 Market Street San Diego, CA 92114 EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Garage Liability Carrier: National Union Ins. Co. of Pittsburg, PA Policy No.CA 397652 Policy Period: 09/30/2010 to 09/30/2011 Auto Only (Each Accident) $500,000.00 Liquor Liability Carrier: National Union Fire Ins. Co. of Pittsburgh Policy No. GL4360908 Policy Period 9/30/2010-9/30/2011 $ 1,000,000 Each Common Cause $10,000,000 Aggregate The City of National City, its elected officials, officers, agents, and employees are included as Additional Insureds as respects General Liability and Auto Liability where required by written contract. Waiver of Subrogation in favor of Additional Insureds as respects to Worker's Compensation policy where required by written contract and permitted by law. ACORD 101 (2008/01) Co11:3454950 Tp1:1312797 Cert:16387204©2008ACORDCORPORATION.Allrightsreserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 INSURED: Compass Group USA, Inc. POLICY NUMBER: 4360838 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization (s) Where required by written contract. AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II - Who is An Insured is amended to in - clued as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 ISO Properties, Inc., 2004 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization(s): Where required by written contract. Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. This endorsements is executed by the company designated below National Union Fire Ins. Co. of Pittsburgh Effective Date: 9/30/2010 Expiration Date: 9/30/2011 For attachment to Policy No. 3976521 Issued to Compass Group USA, Inc. CA 20 48 02 99 Copyright, Insurance Services Office. Inc., 1998 Page 1 of 1 WORKERS'S COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 9/30/2010 at 12:01 A.M. standard time, forms a part of Policy No. 026149353 of the New Hampshire Insurance Company (NAME OF INSURANCE COMPANY) Issued to Compass Group USA, Inc. Premium (if any) $ We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written contract and permitted by law. ANY PERSON OR ORGANIZATION FOR WHOM YOU PEFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. This form is not applicable in California, Kentucky, New Hampshire, New Jersey, North Dakota, Ohio, Tennessee, Texas, Utah, Washington, or West Virginia. WC 00 03 13 (Ed. 04/84) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax RAINBOW VENDING, INC. dba RAINBOW VENDING & FOOD SERVICE Vending Machine Services Various Locations Jessica Cissel (Community Services) Forwarded Copy of Agreement to Contractor