CONTRACT 7150 One Page Service Agreement CLOSEDAgreement No. 7150
Services Agreement
T- 'I
L, w,merct3l; gene u1i3b!lIV0 nsurance runs? neat or exceed the re4wromonis of ISO.CGL Form No CG 20 10 11 85 or
oar ' r
L,3b,ht'j pclscjes wijl be endorsod W nan-w Uw City, its officials, and employees as
imutl undu murance 1, u,, uram, C, J ' UM",u y tuc 11 th.A arly
AMC(O"Cor (lot a
vrii�d by the Cay 1 b"', i i In s u ra, a Grit bu, 01`1 11 'Occu
d to canol&� "c T r I 'o ev, e"'I: upon iJ'ty Qr't) L'ky pi w0len flotjc'eh to the
716,; Is not A j)W'Ch;jqtj oI,,(Icr or
BIn aunionzation to begin work
1it :I'i y
J
6'(' at
I'V1101Q, c!� 11 1
r7- ,,L APPLICABLE 111CRMATION USIED MOVE MUST SEE OBTAIFE-D AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PUTiCHASZ, CkDER BEING SEW TO YCIU iVLA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
JRk F'1? THE CITY
Agreement No. 7150
...... ..
1.GENERALLY. The materials, supplies, or services (collectively,
...................
&PAYMENT. City will pay Seller after receiving acceptable invoices for
"Purchase") covered by this services agreement and purchase order
materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and
accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order,
expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
or conditions are binding upon the parties unless subsequently agreed to
harmless from and against any claim, action, damages, costs (including,
in writing. Written acceptance or shipment of all or any portion of the
I without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase covered by this order constitutes unqualified acceptance of all
Purchase or the order, or their performance. Should City be named in
terms and conditions in this order. The terms of any proposal referred to
any suit, or should any claim be brought against it by suit or otherwise,
in this order are included and made a part of the order only to the extent
whether the same be groundless or not, arising out of the Purchase or
it specified the Purchase ordered, the price, and the delivery, and then
order, or their performance, Seller will defend City (at City's request and
only to the extent that such terms are consistent with the terms and
with counsel satisfactory to City) and indemnify City for any judgment
conditions of this order,
rendered against it or any sums paid out in settlement or otherwise. For
2.INSPECTION. The Purchase furnished must be exactly as specified in
purposes of this section "City" includes City's officers, elected officials,
this order, free from all defects in Seller's performance, design,
and employees. It is expressly understood and agreed that the
workmanship, and materials, and, except as otherwise provided, is
foregoing provisions will survive termination of this order. The
subject to inspection and test by City at all times and places. If, before
requirements as to the types and limits of insurance coverage to be
final acceptance, any Purchase is found to be incomplete, or not as
maintained by Seller, and any approval of such insurance by City, are
specified, City may reject it, require Seller to correct it without charge, or
not intended to and will not in any manner limit or qualify the liabilities
require delivery of such Purchase at a reduction in price that is equitable
and obligations otherwise assumed by Seller pursuant to this order,
under the circumstances. If seller is unable or refuses to correct such
including, without limitation, to the provisions concerning indemnification.
items within a time deemed reasonable by City, City may terminate the
10.WARRANTY. Seller agrees that the Purchase is covered by the
order in whole or in part. Seller bears all risks as to rejected Purchases
most favorable commercial warranties the Seller gives to any customer
and, in addition to any costs for which Seller may become liable to City
I for the same or substantially similar supplies or services, or such other
under other provisions of this order, must reimburse City for all
more favorable warranties as is specified in this order. Warranties will
transportation costs, other related costs incurred, or payments to Seller
be effective notwithstanding any inspection or acceptance of the
in accordance with the terms of this order for unaccepted Purchases.
Purchase by City.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
11.ASSIGNMENT. City may assign this order. Except as to any
latent defects, fraud, or such gross mistakes as constitute fraud.
payment due under this order, Seller may not assign or subcontract the
3.CHANGES. City may make changes within the general scope of this
order without City's written approval. Should City give consent, it will not
order in drawings and specifications for specially manufactured supplies,
relieve Seller from any obligations under this order and any transferee or
place of delivery, method of shipment or packing of the order by giving
subcontractor will be considered Seller's agent.
notice to Seller and subsequently confirming such changes in writing. If
12.INSURANCE. Seller must provide the insurance indicated on the
such changes affect the cost of or the time required for performance of
face sheet of this Services Agreement.
this order, an equitable adjustment in the price or delivery or both must
13.PERMITS. Seller must procure all necessary permits and licenses,
be made. No change by Seller is allowed without City's written approval.
and abide by all federal, state, and local laws, for performing this order.
Any claim by Seller for an adjustment under this section must be made
%INDEPENDENT CONTRACTOR. City and Seller agree that Seller
in writing within thirty (30) days from the date of receipt by Seller of
will act as an independent contractor and will have control of all work
notification of such change unless City waives this condition in writing.
and the manner in which is it performed. Seller will be free to contract
Nothing in this section excuses Seller from proceeding with performance
for similar service to be performed for other employers while under
of the order as changed.
contract with City. Seller is not an agent or employee of City and is not
4. TERMINATION. City may terminate this order at any time, either
entitled to participate in any pension plan, insurance, bonus or similar
verbally or in writing, with or without cause. Should termination occur,
benefits City provides for its employees. Any provision in this order that
City will pay Seller as full performance until such termination the unit or
may appear to give City the right to direct Seller as to the details of doing
pro rater order price for the performed and accepted portion of the
the work or to exercise a measure of control over the work means that
Purchase. City may provide written notice of termination for Seller's
Seller will follow the direction of the City as to end results of the work
default if Seller refuses or fails to comply with this order. If Seller does
only.
not cure such failure within a reasonable time period, or fails to perform
15.WAIVER. City's review or acceptance of, or payment for, work
the Purchase within the time specified (or allowed by extension), Seller
product prepared by Seller under this order will not be construed to
will be liable to City for any excess costs incurred by City.
operate as a waiver of any rights City may have under this Agreement or
5,TERM 1 TIME EXTENSION. This Agreement's term will be from
of any cause of action arising from Seller's performance. A waiver by
12/5/24 to 12/5/24 City may extend the time for completion if, in City's
City of any breach of any term, covenant, or condition contained in this
sole determination, Seller was delayed because of causes beyond
order will not be deemed to be a waiver of any subsequent breach of the
Seller's control and without Seller's fault or negligence. In the event
same or any other term, covenant, or condition contained in this order,
delay was caused by City, Seller's sole remedy is limited to recovering
whether of the same or different character.
money actually and necessarily expended by Seller because of the
16.INTERPRETATION. This Agreement was drafted in, and will be
delay; there is no right to recover anticipated profit.
construed in accordance with the laws of the State of California, and
6.REMEDIES CUMULATIVE. City's rights and remedies under this order
exclusive venue for any action involving this agreement will be in Los
are not exclusive and are in addition to any legal rights and remedies.
Angeles County.
7.TITLE. Title to materials and supplies purchased under this order
17. ARTIFICIAL INTELLIGENCE.. Seller must not utilize, employ, or
pass directly from Seller to City upon City's written acceptance following
incorporate any form artificial intelligence, machine learning, or other
tion and City's oortunity ,r
an actual ins acto reject,
similar chnolo ies (collectively, "Al")in the rovislon of rofessional
te_..__.
_
Contract Agreement- Craft Vendor 2024 (1)
Agreement No. 7150
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 $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
Contract Agreement- Craft Vendor 2024 (1)
Agreement No. 7150
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 5th, 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).
Contract Agreement- Craft Vendor 2024 (1)