CONTRACT 7132 One Page Service AgreementAgreement No. 7132
Services Agreement
CONTRACTOR rrV . - ,
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 exceedthe rninimurn requirements please inclu,ude,.
Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form NoI , CC 20 10 It 85 or equivalent,.
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 OeneraY Lialilit , 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.
❑ 1't q - �tf� � per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' C m ensation Insurance: as required by State Statutes with Waiver of Subro atlo . (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 EI 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.
❑ Cppy ofyatid Ypocture I.I. (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 PURCHASING AGENT, THUS AUTHORIZING
COMMENCEMENT OF WORK FOR THE CITY.
Submitted b (complete all blanks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name: Matrix Audio Visual Designs, Inc. By (Print Name &Title): Alina Mirza khanian ,President
Eby (Print Name & Title):
Company Street Address: 2525 W. Burbank Blvd. Atinn Mu—� —
u lrar� CFO
City, State, Zip: Burbank, CA 91505-2302 Date Signed:10/29/2024
Phone:818-841-4700 FAX:
Vendor's Email Address: customerseryice ....... -----
_ .,_,..
@matrixay.co Vendor's Website: www.matrixay.com
Originator/Department Contact: Carr lwp a Le Date Initiated: October 22, 2024
Department Head Approval:
Insurance Approval::
CityAttorney
Short Services reerrient - Matdx.docx
Nl
.......
City Manager
Date, roved;
Date Approved:
4atyc.,._�
Agreement No. 7132
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 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 rater 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
October 16, 2024 to June 30, 2025. 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.
Short Services Agreement - Matdx.docx
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 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
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.
Agreement No. 7132
15MAIVER. 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.
%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.
17. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning, or other
similar technologies (collectively, "AI") in the provision of professional
services in this Agreement without City's express written consent. The Al
prohibition set forth directly above will not apply to general business
tools and software that may have Al components but are not directly
involved in the execution or delivery of professional services that this
Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services. Seller must
promptly notify City, in writing, of any proposal to employ Al in
connection its provision of services to the City under this Agreement.
City will have the sole discretion to grant or deny such proposal.
18. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
accordance with Government Code §16.5, the parties agree that this
Amendment will be considered signed when the signature of a party is
delivered by electronic transmission. Such electronic signature will be
treated in all respects as having the same effect as an original signature.
Seller warrants that its signatory (or signatories, as applicable) to this
Agreement has the legal authority to enter this Agreement and bind
Licensor accordingly.
19. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
20. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $1,310 for the work. City will
pay for work as specified in the attached Exhibit "A," which is
incorporated by reference.
21. EXHIBITS. Exhibit "A," Quotation 08191
Short Services Agreement - Matrtx.docx
Agreement No. 7132
Matrix Audio Visual Designs, Inc.
2525 W. Burbank Blvd,
Burbank, CA 91505-2302
T. 888 883-4836 or 818 841-4700
E. customerservice@matrixay.com
Bill to:
City of El Segundo Finance A/P
350 Main Street, Room 4
El Segundo, CA 90245
Qty
8.00
2.00
Exhibit "A"
Quote Number: 08191
Date: 10/17/2024
Expires: 11 /15/2024
Terms: Net 15
Rep: HM
Po #:
Ship To:
City of El Segundo
Jose Caaderon
350 Main Street
El Segundo, CA 90245
Description
AV system discovery
The City/ of H Segundo requires a thorough evaluation of the audiovisual systerrus
insta,6le d by a third party in the Executive Conference Roam and Council Chamber. This
proposal outlines the scope of the system discovery process„ which includes verifying
the supplied documentation against the actual installation, addressing any reported
client concerns, and providing recommendations for any necessary corrective actions.
Service Labor - On -Site: Minimum AVE Discovery Rate
Travel labor
This quote does riot fricdude any engineering/rt'esign fees or rnstallaflon related labor costs. Unless.
athemise noted. "The design and s,ystern recommendation rn tfudx quotation 'is a tangible product and
will not be distributed for cornpeti6ve bacl. �lofrortiion orpart of this quotation description, including
pricing, retgr.4pment rraake,, model numbers, air r .107c pts, 4 To tmr sfw' d or dasfvd w4b
other vendors.
Name:
Date: Signature:
Rate
140.00
95.00
Subtotal:
Sales Tax: (9.5%)
Total:
Total
1,120.00
190.00
$1,310.00
$0.00
$1,310.00