CONTRACT 6322 One Page Service AgreementAgreement No. 6322
Services
CONTRACTOR: VENDING 26 INC. DATE MAILED: 3/23/2022
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
insured's" 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.
® Com rehensive General Liabili 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.
❑ 11 0fk 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, dnsurance: as required by State Statutes. (Not needed if Self-employed with no employees and
CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree 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.
❑ Copy of valid picture LID. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION 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.
bmitted by (coMplgLe all blanks):
Company Name:
022Ak/
Vendinq 26 Inc.
Company Street Address:
504 N. Hillcrest Road
City, State, Zip:,12S�2�Bevedv
Hills, CA 90210
Phone:
FAX:
323)578-2263
Vendor's Email address:
Vendor's Web site
bruno(@vending26.com
www.vending26.com
Mail original agreement and insurance to: City of El Segundo —,City
Originator/Department Contact: J ii 60l ana rnee al st
Department Head Approval:
'r
Insurance 1przal:
� WA
City Attom City Manager
Absolute Vending 3-16-2022.doc
350 Main Street, Room 5, El Segundo, CA 90245-3813
Date initiated: 3/16022
Date Approved:
te pp, i
Z�
._.
City Clerk
3/23122
Agreement No. 6322
1.GENERALLY. The materials, supplies, or services (collectively, Purchase"')
covered by this services agreement and purchase order ("order") must be
furnished by Seller subject to all the terms and conditions contained in this order
which Seller, in accepting this order, agrees to be bound by and comply with in all
particulars. No other terms or conditions are binding upon the parties unless
subsequently agreed to in writing. Written acceptance or shipment of all or any
portion of the Purchase covered by this order constitutes unqualified acceptance
of all terms and conditions in this order. The terms of any proposal referred to in
this order are included and made a part of the order only to the extent it specified
the Purchase ordered, the price, and the delivery, and then only to the extent that
such terms are consistent with the terms and conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in this
order, free from all defects in Seller's performance, design, workmanship, and
materials, and, except as otherwise provided, is subject to inspection and test by
City at all times and places. If, before final acceptance, any Purchase is found to
be incomplete, or not as specified, City may reject it, require Seller to correct it
without charge, or require delivery of such Purchase at a reduction in price that is
equitable under the circumstances. If seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the order in
whole or in part. Seller bears all risks as to rejected Purchases and, in addition to
any costs for which Seller may become liable to City under other provisions of this
order„ must reimburse City for all transportation costs, other related costs incurred,
or payments to Seller in accordance with the terms of this order for unaccepted
Purchases. Notwithstanding Citys acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud. I
3.CHANGES. City may make changes within the general scope of this order in
drawings and specifications for specially manufactured supplies, place of delivery,
method of shipment or packing of the order by giving notice to Seller and
subsequently confirming such changes in writing. If such changes affect the cost
of or the time required for performance of this order, an equitable adjustment in
the price or delivery or both must be made. No change by Seller is allowed
without City's written approval. Any claim by Seller for an adjustment under this
section must be made in writing within thirty (30) days from the date of receipt by
Seller of notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance of the
order as changed.
4. TERMINATION. City may terminate this order at any time, either verbally or in
writing, with or without cause. Should termination occur, City will pay Seller as full
performance until such termination the unit or pro rata order price for the
performed and accepted portion of the Purchase. City may provide written notice
of termination for Seller's default if Seller refuses or falls to comply with this order
If Seller does not cure such failure within a reasonable time period or fails to
perform the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.TIME EXTENSION. City may extend the time for completion if, in City's sole
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
expended by Seller because of the delay there Is no right to recover anticipated
profit.
6.REMEDIES CUMULATIVE. City's rights and remedies under this order are not
exclusive and are in addition to any rights and remedies provided by law.
7.TITLE. Title to materials and supplies purchased under this order pass directly
from Seller to City upon City's written acceptance following an actual inspection
and City's opportunity to reject.
&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
order, Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City harmless from
and against any claim, action, damages, costs (including, without limitation,
attorney's fees), injuries, or liability, arising out of the Purchase or the order, or
their performance. Should City be named in any suit, or should any claim be
brought against it by suit or otherwise, whether the same be groundless or not,
arising out of the Purchase or order, or their performance, Seller will defend City
(at City's request and with counsel satisfactory to City) and indemnify City for any
judgment rendered against it or any sums paid out in settlement or otherwise. For
ournoses of: this section "City` Includes City"s officers, elected
officials, and employees, It is expressly understood and agreed that the foregoing
provisions will survive termination of this order. The requirements as to the types
and limits of Insurance coverage to be maintained by Seller, and any approval of
such Insurance by City, are not intended to and! will not In any manner limit or
qualify the liabilities and obligations otherwise assumed by 'Seller pursuant to this
order, Including, without limitation, to the provisions concerning indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the most
favorable commercial warranties the Seiler gives to any customer for the same or
substantially similar supplies or services, or such other more favorable warranties
as is specified in this order. Warranties will be effective notwithstanding any
inspection or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any payment due
under this order, Seller may not assign or subcontract the order without City's
written approval, Should City give consent, It will not relieve Seller from any
obligations under this order andany transferee or subcontractor will be considered
Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the face sheet of
this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses, and abide
by all federal, state, and local laws,, for performing this order',
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller' will act as
an independent contractor and will have control of all work and the manner in
which Is it performed. Seller will be free to contract for similar service to be
performed for other employers while under contract with City, Seller is not an
agent or employee of City and is not entitled to participate In any pension plan,
insurance, bonus or similar benefits City provides for its employees Any provision
In this order that may appear to give City the right to direct Seiler as to the details
of doing the work or to exercise a measure of control over the work means that
Seller will follow the direction: of the City as to end results of the work only.
1!3.'4!yAIVER. City"s review, or acceptance of, or payment for, work product
prepared by Seller' under this order will not be construed to operate as a waiver of
any rights City may have under this Agreement or of any cause of action arising
from Seller's performance. A waiver by City of any breach of any term„ covenant„
or condition contained in this order will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition
contained in this order, whether of the same or different character.
16.1NTERPRETATION. This Agreement was drafted In and will be construed in
accordance with the laws of the State of Californla, and exclusive venue for any
action involving this agreement will be in Los Angeles County.
17. CONSIDERATION, As consideration, CITY agrees to allow CONTRACTOR to
place up to two vending machines in the Police Department. There is no
compensation to CONTRACTOR from the CITY. CONTRACTOR will be taking all
revenues from the sales of items in the vending machines.
Services to include:
-Location agrees to the installation of beverage and snack combo vending
machine at predesignated area on the premises of the location named
above free of charge and without any cost nor obligation..
-Location agrees that all equipment shall remain the property of the
vendor & its affiliates.
-Vendor agrees to provide service to the machines on a regular schedule
and as often as necessary.
-Vendor and location agree that this agreement is valid on a month -to -
month basis, with the right for either party to cancel at any time and for
any reason with a 30-day cancellation advanced notice.
-Vendor agrees that it is responsible for all taxes, liabilities, permits, refills,
repairs, insurance and for everything related to the machines and the
provided service, without any cost nor any obligation whatsoever to the
location.
-Location and Vendor agree to keep open communication channels to
resolve any possible issue related to the provided service.
Absolute Vending 3-16-2022.doc 3/23/22