CONTRACT 7334 One Page Service AgreementAgreement No. 7334
ervices Agreement
CONTRACTOR: GE Elite Water Systems DATE: 01-01-2025
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. The City, reserves the right to increase insurance limits/coverages based upon the scope and type of services, please find
additional terms and conditions, including additional insurance provisions, on the following pages. This is not a purchase order or an
authorization to begin work.
® Comprehensive General Liability: At least $1,000,000 per occurrence. See Section 12 for additional insurance and endorsement
requirements.
® Business Auto Liability: At least: $1,000,000 per occurrence. (If not provided, Seller affirms that it will not use an auto to perform
work.) See Section 12 for additional insurance and endorsement requirements.
® Workers° Corn. ensaficn insurance: Statutory requirement with wraiver ofsubroyatiorl. (If not provided, Seller affirms that it has no
employees.)
® %siness Ucen�s : Seller must 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 Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ C of valid fcture 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 BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Submitted b com leIg all blanks): COLOR COPY REQUIRED 16ACK TO THE CITY
Company Name:
By (Print name & lute):
GE Elite Water Systems
Nick Lend no, CEO, CFO, and Greta
Company Street Address:
Vendors Au onzed Sign required°
10611 Calle Lee #113
City, State Zip:
Date st
Los Alamitos, CA. 90720
�v
Phone:
Fes:
7224 tort . .........
._____ .. _._ _ �...., .a . .... _ .....
....
Vendor's Email address:
Vendor's Web site:
nick cue elitewatersysterns.00m
�. a etitewraterystems warn .
Odginator/Department Contact Vanessa Arias Senior Man ernent Analyst Date ini6aled:�� t ,4_?5
Department Head Approval: Dale Approved:
Insurance Approval:
-
a
City Attorney
WIN
City Manager
GE Elite Water - Short Services Agreement - Prevailing Wage (Updated 3_5_25) Rev 2/27125
Date A proved:
Agreement No. 7334
CGENERALLY. 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 1 TIME EXTENSION. This Agreement's term will be from
January 1, 2025 to December 31, 2028 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 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. Commercial general liability ("CGL") insurance must
meet or exceed the requirements of ISO-CGL Form No. Form CG 00 01
04 13, or equivalent, covering CGL on an "occurrence" basis, including
property damage, bodily injury and personal & advertising injury. If a
general aggregate limit applies, either the general aggregate limit shall
apply separately to this project/location (ISO CG 25 03 or 25 04) or the
general aggregate limit shall be twice the required occurrence limit. For
automobiles, the insurance must meet or exceed the requirements of
Insurance Services Office Form Number CA 0001 covering Code 1 (any
auto), or, if Seller provides proof of a personal automobile policy, such
personal policy must include and indicate business venture coverage
with limits no less than $1,000,000 per accident for bodily injury and
property damage. If Seller has no owned autos, Code 8 (hired) and 9
(non -owned), with limits no less than $1,000,000 per accident for bodily
injury and property damage must be included in coverage. The amount
of insurance required 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 CITY, its officials,
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 carried by CITY will be excess thereto.
City's additional insured status will apply with respect to liability and
defense of suits arising out of Seller's acts or omissions. Such insurance
will 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 City, and the notice must include any necessary
endorsement to facilitate such notice to City. See below for required
endorsement language pertinent to the insurance requirements. Seller
will furnish valid Certificates of Insurance to City evidencing maintenance
of the insurance required under this Agreement, a copy of an additional
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GE Elite Water - Short Services Agreement - Prevailing Wage (Updated 3_5_25)
Agreement No. 7334
insured endorsement confirming CITY has been given additional insured
status under the Seller's General Liability policy, and such other
evidence of insurance or copies of policies as may be reasonably
required by City from time to time. Insurance must be placed with
insurers with a current A.M. Best Company Rating equivalent to at least
a Rating of "A:VII." Insurance endorsements must contain the following
language: (i) Additional insured endorsement with this language: "The
City of El Segundo, its elected and appointed officials, employees, and
volunteers as additional insureds," through ISO Form CG 20 10 1185 or
CG 20 10 with CG 20 37; (ii) Cancellation endorsement with this
language: "The City of El Segundo will receive thirty (30) days written
notice in the event of cancellation, nonrenewed or reduction." (iii)
Primary and Non -Contributory endorsement with this language:
"Coverage is primary and non-contributory such that any other insurance
that may be carried by the City will be excess thereto."
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. PREVAILING WAGES. If required by applicable state law including,
without limitation Labor Code §§ 1720 (as amended by AB 975 (2001)),
1771, 1774, 1775, and 1776, Seller must pay its workers prevailing
wage. It is Seller's responsibility to interpret and implement any
prevailing wage requirements and Seller agrees to pay any penalty or
civil damage resulting from a violation of the prevailing wage laws. In
accordance with Labor Code § 1773.2, copies of the prevailing rate of
per diem wages are available upon request from City's Engineering
Division or the website for State of California Prevailing wage
determination at htj,/1wwN-qJr,1ca.gov/QLSRdPWQ. A copy of the
prevailing rate of per diem wages must be posted at the job site.
17.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.
18. ARTIFICIAL INTELLIGENCE. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning, or other
similar technologies (collectively, "Al") in the provision of 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 orant or denv such proposal.
19. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED
TRAINING. If Seller's work involves contact with minors, before
conducting any performance of this Agreement, all Seller's employees,
subcontractors, volunteers, or other agents that will perform Seller's
work under this Agreement must submit to and pass a
background/fingerprint investigation conducted or approved by City.
Seller affirms and attests that its employees, subcontractors, volunteers,
or other agents that will perform Seller's work under this Agreement
20. 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
Seller accordingly.
21. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
22. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $4,000 per fiscal year for the
work. City will pay for work as specified in the attached Exhibit "A," which
is incorporated by reference.
23. EXHIBITS. Exhibit "A"
GE Elite Water - Short Services Agreement - Prevailing Wage (Updated 3_5_25)
Ag reerEXH hBJT7A34
CUSTOMER ORDER
ORDER DATE
MAP COORDINATES
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AUTHORIZED ELITE WATER SYSTEMS MANAUR APPROVAt
GE PIRG ELU`E'm 0EALER
10611 CAU E LEE SURE 113
LOS Al,.AMITOS, CA 01 720
('714) 2-n..1212
(877) 2244444
BILL
HAME 51-S.9-9undo Fire DGDt. Station 2 . . . . . ......... . ..
A01DRESS 2261 E, MarjpqPALe
Ell Segundo, CA ZIP- ... . .............. ..
CITY
BUS PHONE 310-524-2235 CELL PHONE
varlas@elseglundo-org
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YOU, THE BUYER, MAY CANCEL THIS TRANSACTMINI AT ANY I INIE
PRIOR TO MIDNIGHT OF THE THM0 BUSINESS IDAY AI TEFL, THE
DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF
CANCELLATION FORM FOR AN EXFILANATION 011' THIS RIGHT
.... . . ....
RlIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEll DEALEn AND
CUSTOMER At& CITPIER CONDffMNS MUST BE AIRITTEN ON THIS ORDER TO
BE BINDING WMALS
CILST(PHR AGRFFq 10 T16 TFWAS AND CORDirm,,s V.1 REVERSE HIE
THIS OROER IS SUBJECT"TO ACCEPTANCE
BY AUTHORIZED MANAGER
CUSHMEIR APPROVAL