CONTRACT 6740 One Page Service AgreementAgreement No. 6740
IVServices Agreement
Below you will fired a cltaclW r"ag to Insurar a and other requirements titali are required tar doing business with 0* Cly of El
Orgy Oxw "' ff are MANDATORY, however 0 your standard policies exceed the minimm raqAwnerft
include. Commercial general liability insurance must meet or exceed the requirwraft of I'S 7G3L form No, CC 20 10 11or
eq*alenL The amount of korave set iistth below wall be a combined single limit per oomatence for bodyy injury, persorW injury, and
damage for Ova policy owarage. LIabllaly pofldes will be emlorsetl to nww the City, Its ofltctals, and employees as.
"additional Insureds" under said Insurance coverage and to state that such Insurance will be deemed "primary"' such that any
other Insurance that may be canted 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 exceph upon thirty (30) days prior written notice to the
City. Please find additional Terms and Condillons on the reverse side of this Services AgmenlenL This is not a purchase order or
an authorization to begin work
® . . Including coverage for premises„ products and wmMed opetabons, independent;
injury and o &actual WgaWns vft combined single limits of coverage of at fast 1I 000 per oraaarrence.
10 Auto l.labilihr. Including owned, rho vowned and hired vehicles with at least
® $1.000, per occurrence.
❑ $100,000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your wrent policy must be submitted naming yourself and or your company,
0 INWW. as required by State Slak tes wdh n§ba of (Not needed if Sa mployed with
no employees and CONTRACTOR signs statement to this effect.)
® j} Wness License: The CONTRACTOR shaft agree to have a current City of EI Segundo license on file at City Hall or pwchase
said kense (at no oast to the City).
❑ Penrfts: Plans must be approved and permil(s) issued (no fee) by are Planning and Building safety I appropriate. Call the
Planning Manager @ (310) 524-2340 if you have quesdom
❑ av of valid pLgM II.Q (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISM ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO) THE WL WCE OF A CRY
PAt%lASE ORD91 BEING SENT TO YOU (VIA FAX OR WARD COPY) BY THE PURCHASING AGENT, TIBIS AUWFWNG COMMENCEMFNT OF
WORKFORTHECRY.
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U&ftN1 COLOR COPY REQUIRED BACK TO THE CITY
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Mail orig'mal agreema t and Gnurance to: City of El Segundo —City Clerk 35D Main Street, Room 5, E! Segundo, CA 9020j.3813
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Agreement No. 6740
I.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 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 rala 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,TERM 1' TiME EXTENSION. This Agreement's term will be from
71112023 to 613012024. 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 legal rights and remedies.
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 Cit�'sMportunityto reject.
B.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 Citys 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
purposes 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 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. Cily'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.
%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.
117.CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence of any attached exhibit
with conflicting provisions.
Diana Nugit-Laufner Agreement Revised 3128/23
Agreement No. 6740
Diana Nugit-Laufner Agreement Revised 3/28/23
Agreement No. 6740
City of El Segundo
Recreation, Parks and Library Department
401 Sheldon Street
El Segundo CA 90245
EXHIBIT "A" — SCOPE OF SERVICES
Presenting, discussing, and answering questions in relation to artwork displayed at the Public Library.
Diana Nugit-Laufner Agreement Revised 3/28/23
Agreement No. 6740
City of El Segundo
Recreation, Parks and Library Department
401 Sheldon Street
El Segundo CA 90245
EXHIBIT "B" — COMPENSATION SCHEDULE
$200 per led discussion
Diana Nugit-Laufner Agreement Revised 3/28/23