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CONTRACT 6531 One Page Service AgreementAgreement No. 6531 Services Agreement CONTRACTOR: United Site Services of California, Inc. DATE MAILED: 10/11/2022 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. ® Comprehensive General Uabili!y 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. ® $100,0010 - 300,000 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® Workers' Corn ensatin Insurance: as required by State Statutes. (Not needed if Self-employed with no employees and CONTRACTOR signs statement to this effect.) El 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 Community, Economic and Development Services Department if appropriate. Call the -Building Manager @ (310) 524-2345 if you have questions, Copy of valid picture I.D. (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 MANAGERMURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. Submitted b coma fete Mi` blanks): COLOR COIDY IRE UIR[;;D (BACK "ro I HE; CITY Company Name By (Print name & title): United Site Services of California, Inc. Angela „Lemi„ . *gin' i/ Liir°. Company Street Address: Vendor's Authors d i at re j ' d ° 4511 North Rowland Ave, /� ' City, State, Zip: Date signed:' 0 C__ El Monte, CA 91731 a Now Phone: FAX: 310 877-0302 Vendor's Email address: r .j n sit ices.con, Mail origii._. _,. __..._... _.._ ..._.. _..__ ._. _.., _. _. - City Clerk 350 Main Street, Room 5, El Segundo, CA 90245.3813 Originator/Department Contact: . e1 Cumminag Date initiated; 7 ZZ Department Head Approval: Date Approved;, Finance A p roar, r) A �xov �. � p , m_ .. CityAtto eCity Clerk ...� " n yr _......�� .. �.. ��. _ Y��....�.._ United Site Services 10/11/2022 Agreement No. 6531 BIANK PAGE. United Site Services 10/11/2022 To �An� ' mwAli.�r"xn �.marrn�. � : •• %n proporti. al • tent and uea o�,aA at..asr��u nuuaa•�mr• 9:�.:A�n � sett except �.sa �yaa �.o •auklch any claim, � ns, expense or lame Is caused by the negligence or • :II.1ful negligence, ,.•.�.... Misconduct act of B®k.ler, or anyGue for whom Seller is legally t^$ �1an,.. - 1.GENERALLY. The materials, supplies, or ser0CLIs Ilectivelyu "Purchase") covered by this services agreement and purchase ("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 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 City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 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 fails 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. &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. Risk o 0*0 7.TITLE. - to materials and supplie 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 Selldr'agferr receiving W&pffa invoices for materials and supplies delivered and accepted or services r ndered and d City will not pay cartage, shipping, packagin or boxing expenses eolfied in this order. Drafts will not be ho red. 9.INDEMNIFICATI eller 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 ut; of the Purchase or the order, or their performance. Should City be med in any suit, or should any claim be brought against it by suit or of erwlse, whether the same be groundless or not, arising out of the Purc ase or order, or their performance, Seller will defend City (at City's requ st and with counsel satisfactory to City) and indemnify City for any jud meat rendered against it or any sums paid out in settlement or othe*s For purposes of this section "City" includes City's officers, elected offi ials„ and employees. It is expressly understood and agreed that the foregoing provisions will survive termination of this order, he requirements as to the types and limits of insurance coverage to be maintained by Seller, and any approval of such insurance by City, e not intended to and will not in any manner limit or qualify the Iiabiliti s and obligations otherwise assumed by Seller pursuant to this orde , including, without limitation, to the provisions concerning indemnifpcatio 10.WARRANTY. Seller agrees that the Purchase is covered by the most favorable commercial warranties the Seller 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 and any 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 Seller 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. 15.WAIVER. 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.INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. United Site Services of California, Inc. 10/11/22 United Site Services of California, Inc. 10/11/22 Agreement No. 6531 City of El Segundo 401 Sheldon Street El Segundo CA 90245 United Site Services of California, Inc. agrees to provide portable restrooms for The City of El Segundo"s Halloween Frolic 20,22. City agrees to pay United Site Services of Calibmia, Inc. the amount of o One thousand two hundred seventeen dollars and- seventy cerits ($1,217.71; o Quote#414-2403,616 (r-babit A) United Site Services of California, Inc. 10111122 United Site Services of California, -Inc. 4511 North Rowland Avenue El Monte, CA 91731 Quote No.: 414-2403616 Sell To: City Of El Segundo RACHEL CUMMINGS 401 Sheldon St EL SEGUNDO, CA 90245 Cust. #: USS-1601479 Phone: 310-524-2363 NXIMID1 C (,Un'iwted" SITE SE ICES�M " aide service �otaior Quote Date: 10/10/22 Agreemen No. d Jasso Mobile: Office: +1 760-705-9728 x59728 Fax: Fred.Jasso@unitedsiteservices.com Quote Expires: 11/09/22 Ship To: City Of El Segundo HALLOWEEN FROLIC-2022 HOLLY AVE & MAIN ST. EL SEGUNDO, CA 90245 Terms: Due Upon Receipt W.............� Unit _ _....... Quantity . _ ti_ � ....... From Thru Unit Price . �.... Total Price Deluxe Restroom EA 4 10/28/22 10/31/22 45.00 180.00 onetime Deluxe Restroom Service EA 4 10/28/22 10/31/22 40.00 160.00 one time Hand Sanitizer Refill EA 4 10/28/22 10/31/22 35.00 140.00 onetime Toilet Seat Cover EA 4 10/28/22 10/31/22 10.00 40.00 one time Delivery, Setup, Removal EA 4 10/28/22 10/31/22 25.00 100.00 onetime Deluxe Restroom Subtotal: . .. ... . . . . ... . . .. . .. . . . . . . . . . . .. „ .... . . . 620.00 ADA Wheelchair Accessible EA 1 10/28/22 10/31/22 95.00 95.00 one time ADA Wheelchair Accessible Svc EA 1 10/28/22 10/31/22 40.00 40.00 one time Hand Sanitizer Refill EA 1 10/28/22 10/31/22 35.00 35.00 one time Toilet Seat Cover EA 1 10/28/22 10/31/22 10.00 10.00 one time Delivery, Setup, Removal EA 1 10/28/22 10/31/22 25.00 25.00 onetime ADA Wheelchair Accessible Subtotal:. . . . .. „ , ,, , .. , .. ... . 205.00 2 Station Sink EA 3 10/28/22 10/31/22 45.00 135.00 one time 2 Station Sink Service EA 3 10/28/22 10/31/22 40.00 120.00 one time Delivery, Setup, Removal EA 3 10/28/22 10/31/22 25.00 75.00 one time 2 Station Sink Subtotal: . . . . . . . .. .... .. . . . „ ..... . . . . . , .. . .. ... , ..... 330.00 Subtotal: 1,155.00 Accepted. ... _........... ......._ Date: ...................... ................ Tax: 62.70 Remit To: United Site Services, PO Box 660475, Dallas, TX 75266-0475 Total: 1,217.70 VOTE: Total prices have been calculated for 1 billing period only Damage Waiver is optional. Please read the terms and conditions on the last page of this document for more information. TERMS AND C 1. Acceptance Customer shall be deemed to have accepted these terms and conditions upon the earliest to occur of: (i) two business days after receipt of an invoice from Company; (ii) delivery of items of equ , ent ("Equipment") identified in the invoice to the site designated in the invoice (the 'Site') and use or acceptance thereof, or (iii) acknowledgment or other conduct of Customer indic t g acceptance, These terms and conditions shall supersede any inconsistent terms of any purchase order or other documents of Customer. 2. Payment Terms All agreements are subject to approval by Company. Customer shall pay all charges by Company during the term (the"Period') shown in the invoice. All Company Invoices are due and payable upon Customer's receipt of the Invoice. Customer shall be liable to Company for interest at the rate of 1.5% per month, or such lesser rate as may be the maximum lawful rate from time to time, on all overdue accounts. Customer shall pay all additional charges for services separately requested by Customer or made necessary by Customer's breach of these Terms and Conditions, includ#V but not Grnfedto, moving/relocation charges, special service charges, and special delivery and removal charges. In the event Customer's account becomes dekxpent, Customer agrees to pay Company all collection expenses, including reasonable attorneys fees.. 3. Service The Company offers servicing as an option on all portable rest - rooms 4. Damage Waiver The Company offers a damage waiver program on certain Equipment. Customer may decline the damage waiver by completing and executing the appropriate section at the end of these terms and conditions. Unless Customer has declined the Damage Waiver in writing before the com- mencement of the Period or within five business days of the date of the first Invoice to Customer for any Equipment identified with a Damage Waiver on the invoice, whichever is later. Company shall impose, and Customer shall pay, any Damage Waiver fees indicated on the invoice and (provided Customer has not breached any of these terms and conditions) Custom, er shall have no responsibility for accidental structural damage to the Equipment, EXCEPT (i) Customer stall be liable for theft of any Equipment and for any losses resulting from any willful or grossly negligent acts or omissions of Customer or any of its agents, servants and employees, and (ii) if Customer has other insurance covering such loss or damage, Customer shall exercise all rights available to it under such insurance, take all actions necessary to process such claim and assign such claim and pay any and all proceeds from such insurance to Company. if Customer dechnesthe Damage Waiver, Customer shall be liable for any loss or damage to the Equipment, regardless of cause or fault except for reasonable wear and tear, and Customer shall pay Company the actual cost of repair or replacement cost thereof, and in addition thereto, for Company's loss of use of the Equipment. In the event of any loss of or damage to the Equipment, Customer shall promptly notify Company of such less or damage and shall provide Company with copies of ail reports relitwting to such loss or damage, including police reports, informal investigation reports and insurance reports. The damage waiver described in this section does not apply to porloble W t % and con0li tens which become a ortlamfnattO with hazardous materials or contaminants de- scribed in Paragraph 7 while in the Customer's centrel and possession. 6. Equipment Location Customer warrants and represents that it has exercised due diligence and care in the selection of the location it has designated for the placing of portable toilets, ternary fencing, portable storage containers and any other Equipment provided by Company, and further agrees to give directions and supervise the placement of such temporary fencing, storage containers,,portatlte toilets and other Equipment, S. Equipment Responsibility Company will deliver the Equipment to the Site at the commencement of the Period and will remove the Equipment at the end of the Period, If servicing has been ordered by Customer, Company will remove any domestic septic waste ("DSW) from portable resirooms, if applicable, on the service day(s) scheduled by Company In the event Company is unable to service the Equipment on the service day due to a holiday, inclement weather, or other interfering circumstances, Company shall service the Equipment on the earliest business day, excluding Sundays, available in accordance with Company's other service commitments Company shall be granted access to the Equipment at any time for any servicing, maintenance or removal of Equipment. Customer shall not remove the Equipment from the Site, and shall not move the Equipment an the Site without written permission from Company. Customer shall not modify the equipment Customer shall not sell, rent, lease or otherwise lose possession of the Equipment, nor shall Customer permit any lien to be placed on the Equipment Customer acknowledges that Company has no control over the use of the Equip- ment by Customer, and Customer agrees to compiy, at Customer's sole expense, with any and all applicable municipal, county, state, federal or quasi -governmental laws, ordinances, regulations and guidelines, including ANSI Standard Z4 3 and the requirements of the "Guide for Clean Portable Sanitation" published by PSAI, if applicable. ONDITIONS Rev 5.6.09 ruV IVlia Agreement No. 6531 T. Equipment Contamirradon While portable restroom units are in Customer's possession, Custorner shall prevent arty contamination of such units with or from radioactive, volatile, flammable, explosive, toxic or hazardous materials (including oils, paints, adhesives and solvents). Company will not remove any waste other than DSW from portable restrooms and storage containers ('Other Waste'), In the event Other Waste is found in the Equipment, Customer shall arrange and pay for separate removal of such Other Waste. Until such Other Waste is removed, Customer may not terminate the Period and Customer is liable for all charges ac- crued during such period. S. Liability Except to the extent Customer is not Gable for damage to Equipment under the Damage Waiver program described in Section 5, Customer agrees to defend, indemnify and hold Company harmless to the maximum extent permitted by law from and for all claims, lawsuits, damages, expenses and other losses arising out of the rental or use of Equipment delivered to or rented by Customer. Customer's obligation will apply to the extent permitted by law to all accidents or incidents regardless of whether same occur as a result of Customer's or third party's negligence, fault or other legal liability. Customer will have no obligation to defend, indemnify or hold harmless Company if the accident or incident arises out of the sole negligence or willful misconduct of Company Company, its officers, directors, employees and agents shall not, under any circumstances, be liable to Customer for consequential, incidental, special, exemplary or punitive damages arising out of or relating to the Equipment. Customer's sole and exclusive remedy for any claims or causes of action arising out of or related to the Equipment shall be to recover from Company direct damages in an amount not to exceed the amount paid by Customer for use of the Equipment. S. No Prorating Agreed upon rates are the complete billing periods and are not to be prorated. I& Termination Company may terminate this agreement and remove the Equip- ment immediately in the event (i) Customer fails to pay any amount when due to Company, (ii) Customer otherwise breaches or rejects any of these Terms and Conditions, (iii) there is arty loss of or damage to the Equipment, (iv) any lien is placed, or is proposed to be placed, on any of the Equipment, or (v) a proceeding in bankruptcy or for other protection from creditors is commenced by or against Customer. Company shall not be responsible for loss of arty personal property on the Site, which may be caused by removal of any of Company's Equipment pursu- ant to this paragraph. 11. Governance This agreement shall be governed by and construed in accor- dance with the taws of the state, shown on the invoice, in which the Company's place of business is located, without giving effect to any choice or conflict of law provision or rude that would cause the application of the laws of any jurisdiction other than such state. Each of the parties submits to the jurisdiction of any state or federal court sitting in such state, in any action or proceeding arising out of or relating to this agreement. All claims in respect of the action or proceeding may be heard and determined in any such court. No failure by Company to exercise any right hereunder shall operate as a waiver of any other right hereunder, and a waiver of any right on one occasion shall not constitute a bar to or a waiver of any such right on any future occasion. All modifications to these Terms and Conditions shalt be in writing, 12. Taxes a Fees Customer shall pay any and all taxes, license fees or permit fees arising out of use of the Equipment. Customer shall pay such taxes whether such taxes are shown on the invoice or whether such taxes are later claimed by a governmental authority. In the event of a claim by a governmental authority for taxes related to the Equipment, Customer shall pay to Company such taxes on demand. 13. Additional Terms Additional Terms and Conditions apply to rental and service of Storage Containers ('Sheds") and Temporary Power equipment These Terms & Conditions are shown on the back of your contract for these items 14. Errors & Omissions Company reserves the right to correct any erroneous information that may appear in the invoice or may have appeared in a prior invoice including, without limitation, Customer's name or address, or billing amounts 15. Conditional Payments Any payment check, or other form of payment that you send us for less than the full balance due that is marked "paid in full" or contains a similar notation, or that you otherwise tender in full satisfaction of a disputed amount, must be sent to United Site Services Inc., 50 Washington Street, Suite 1000, Westborough, MA01581, We reserve all our rights regarding these payments (e.g., if it is determined there is no valid dispute, or if any such check is received at any other address, we may accept the check and you will still owe any remaining balance). We may refuse to accept any such payment by returning it to you, not cashing it or destroying it All other payments that you make shall be sent to the address on the invoice