CONTRACT 7146 One Page Service AgreementAgreement No. 7146
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C,CNTF=xR. Cathy Sarkin
Services Agree _ ent
DATE. 11-4-24
Below you OR find a checklist relating ro Insurance w)d other requirements [hart are required for doing business wah the City of El
Segundo. Only those kenis checked -off are MANDATORY, however if your stw4ard pokies exceed the minimum requiremeants please
include_ Commercial general liability insurance must meet orexceed the requirements of 190-CGL Form No. CO 20 10 1185 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily Injury, pet=wl injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officlals, and employees as
"addlttonal insureds" under said insurancecoverage and to state that such insurance wiA 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 wrftten nolke, to the
City. Please find additional Terms and Condiliom on the reverse side of this Services Agreement This Is riot a purchase order or
an authorisation to begin work.
gq rpj, hergive mgfaUbjlfty, including corerage for premises, produc-ts and compleW operations, independent contraonrs,
personal injury and contractual ot1igations witlh combined single t m9ts of coverage of at least LISE.,000 per occurrence.
Auto UaWUX. includ owhad, non -owned and hired vefPkes with at least:
]C$1.000,000 per of rence_
fjQ QQq ,- 0 Ogg per occurreme.
[f As required by, State Statutes. A copy of your current policy must be submitted naming yourself and or your cogmny,
"� "Corn mms i in nr :as required by State Statrries w.t ai f Cubs ation. (W needed If Self-employed. with
no emp(byees aM CONTRACTOR sign statement to this effect.)
ft° ejs License: The CONTRACTOR shall agree to have a current C-4 of El Segundo license on file at Carty Halt or purchase
said license (at no cost to the City),
PermiRs: plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Plarming Manager (310) 524-234D if you have questions_
vai'd ipture I.Q. (Dtivers license etc,J
PLEASE NOTE: ALL APPLICABLE IWORMATiON LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUAKCE OF A COY
KWAASE OWER BEING SENT TO YOU iJWtA FAX OR HARD COPY) BY THE PURCHASING AGENT, THLIS AUTHOIWING COMMENCEMENT OF
WORK FOR THE CITY.
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Agreement No. 7146
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 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.TERM / TIME EXTENSION. This Agreement's term will be from
12/5/24 to 12/5/24 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 City's opportunity tp.yelect.
&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 Cdty. 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 deladls of doing
the work or to exercise a measure of control over the work means lhat.
Seller will follow the direction of the City as to end results of the work
only.
15BAIVER, 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 "Naiver of any rights Cdty may have under this Agreement or
of any cause of action arising from 'Sellers performance. A waiver by
City of any breach of any term, covenant, or condition contained to 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.
17. ARTIFICIAL INTELLIGENCE.. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning, or other
similar technoGotlies fcollecbve)y A.I., in the cavi5trsn of rofess'ionpl
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Agreement No. 7146
services in this Agreement without City's express written consent, The AI
prohibition set forth directly above will not apply to general business
tools and software that may have At 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 $0 for the work, City will pay for
work as specified in the attached Exhibit "A," which is incorporated by
reference,.
21. EXHIBITS.
Exhibit A: Scope of Services
Agreement No. 7146
City of El Segundo
Recreation, Parks and Library Department
401 Sheldon Street
El Segundo CA 90245
EXHIBIT "A" SCOPE OF SERVICES & COMPENSATION SCHEDULE
Scope of Services:
Joy Around the World: Craft Booth in City Hall Plaza
December 51h, 2024
Unloading time available on Main Street in front of City Hall Plaza: 12pm-1 pm
Booth Set Up Time: 12pm-3pm
Event Time: 3pm-7pm
Event and Booth Breakdown: 7:15pm-9:00pm
City will provide 1 Canopy, 1 Table & 2 Chairs per vendor. Any additional equipment must be provided by vendor. If you are
bringing additional tables to fit under your assigned canopy, vendor must provide black tablecloth.
Vendor providing craft items to sell, booth lighting, booth decorations, and any additional equipment their space needs.
Payment Schedule:
Vendor will pay Recreation, Parks, and Library. Department $40 for their space fee. Payment must be collected by end of
business day Monday, November 27th.
*Space fee may be paid online by credit card or in person at the Recreation Park Checkout Building (401 Sheldon St. El
Segundo, CA 90245).
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