CONTRACT 7450 One Page Service AgreementAgreement No. 7450
Services Agreement
CONTRACTOR: RED FIR RANCH ENTERPRISES, INC. DBA HOLT FAMILY CHRISTMAS TREES _ DATE: 1000
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, orf the following pages. This is not a purchase order or an
authorization to begin work.
® Comprehensive General' LiabiiAt 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. [Waived by City Council via agenda item 13.10 (February 18, 2025)
for "low risk" work within $15,000 per year]
® "Workers" Corn ensation insurance: Statutory requirement !witty waiver of subro atinn (If not provided, Seller affirms that it has no
employees.)
® Business License: 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.
El Cak
tofvaUdkicture 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.
Originatorl0epartment Contact:
Date initiated -
Department Head Approval: Date Approved: L
Insurance Approval:..
r
A--ityArney �.� _
F501 t
City Manager
Short Services Agreement - No Prevailing Wage - RPL Business Auto Waiver (Updated 3_5_25) Rev 2/27/25
A0
Agreement No. 7450
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
coatdittons of this order,
2.INSPECT(ON, The Purchase furnished roust be exacil as specified in
this order, free from all defects in Seller's performance, design,
workrraanshlp, and materials, and, except as olhertuvlse provided, is
subject to inspection aced test by City at alf firnes and places If, before
final acceptance„ any Purchase is fduod to be rncartplete, or not as
spe'crfued, City imy reject it, require Seller to correct it without charge, or
require delivery of sucfr Purchase at a reduction in price' Oast rs equiMbae
under the circumstances, It seller is unable or refuses to correct such
items wilfufn a time deemed reasonable by City; Cuty may termnate the
order in whole or in part, Seller bears all frisks as to rejected Purchases
and, in addition to any costs for which Seller may become fiabie 0 City
under other provisions of this order, must reurrburse City for all
transportation costs, other related costs incurred, or payments to Seifer
in accordance with the terms of this order for unaccepted Purchases,,
Notwithstanding City's acceptance, of any Purchase, Seller is fiabie for
latent defects, fraud, or such gross mistakes as constitute fraud,
3.CHANGE , 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 r st of or the time required for performance, of
this order, an equilable adjustment in the pride or delivery or both must
be made. No change by Seller Is altnwed without City s written approval.
Any claim by &Mer for an adfuslment under this section roust be made
in writing within thirty (30) dais from the date of receipt by Setter of
n aliffcatron of such change unless City waives this condition in vvrting.
Nothing in this section excuse's Seller from proceeding wMi performan
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
10/21/25 to 12/31/25, 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 negligenre. 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,
TTITLE. Title to materials and supplies purchased under this order
p directly from City p .9 ct. rice following
an actualCrss Lo nand._�r L_ ppo lu _p t Woe�t.ritten acce ta...— .� ... t
&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,
1'f.ASSIGN'MENT. City may assigui this order. Except as to any
payment due under this order, Seller may not assign or subcontract the
order 0thout City's written approval, SfrouCrt City qkl e consent, it will not
relieve Se Her from any obligations under this order and any traaasteree 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. 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
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;VIL" Insurance endorsements must contain the following
language! (1) Additional Insured Endorsement with this language: "The
City of Et Sentindo. its elected and aoccinlied officials, eau olovees;, and
Short Services Agreement - No Prevailing Wage - RPL Business Auto Waiver (Updated 3_5_25)
Agreement No. 7450
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 Ell 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.
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 right's 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
orderwilt not be deemed to be a waiver of'any subsequent breach of the
same or any other terror, covenant, or condition contained to this order,
whetf°ier of the same or different character.
16,INTERPRETATION. This Agreement was drafted In, and will be
construed 0 accordance wrth tha laws of the State of California,„ and
exclusive venue for any action involving this agreement wall be in Los,
Ang6es County,
17. ARTIFICIAL. INTELLIGENCE, Seller must not utilize, employ, or
incorporate, any form artificial intelligence„ machine ieaming, or other
similar technologies (coIlectivelly,"Al") in the provision of services in this
Agreement vrltfiout City s express written consent. The Al prohibition set
forth directly above wrll not apply to general business tools and software
that may have Al components but are not directly involved in the
execration or dellvery of professional services that this Agreement
coveN, provided that such tools and sofNvare do not significantly Impact
the quality or nature of such seMces, Seffer must promptiy notify City, tri
writing„ of any proposal to omptoy Al in connection its provision of
services to the City under This Agreement, City will have the We
discretion to grant or deny such proposal
18, BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED
TRAINING. If Seller's work involves contact with minors, before
conducting. any Performance of thins Agreement, all Sebar's employees„
subcontractors, vopunteers, or other agents that will perform Seller's
work under this Agreement must submit to and pass a
baokgroundlfingerprint 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
have completed training in child abuse and neglect identification and
training in child abuse and neglect reporting, which may be met by
completing the online mandated reporter training provided by the Office
of 00d Abuse Prevention in the State Department of Social Services.
Seller affirms and agrees that the background and reporting training will
be rrc npleted before beginmirg performance under ihis AgreerneM.
Upon City request, Seller will promptly furnish proof of completion of
such mandated reporter training to City, but in no event no later than two
business days following City's request.
19. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY, In
accordance with Government Code §16 5 the parties .
p 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,
20. CONSISTENCY". In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
21. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of $6,880,28 for the work,
however, total compensation must not exceed $15,000 per year. City will
pay for work as specified in the attached Exhibit "A," which is
incorporated by reference. 'Seller affirms and covenants that this
Agreement constitutes a"low risk" contract, as described in Section 7 of
City Council Resolution No, 4613.
22, EXHIBITS, EXHIBIT'A°' . Esttmate
Short Services Agreement - No Prevailing Wage - RPL Business Auto Waiver (Updated 3_5_25)
Estimate
ADDRESS SHIP TO ESTIMATE 1258
CITY OF EL SEGUNDO CITY OF EL SEGUNDO DATE 08/26/2025
401 SHELDON ST. MAIN ST. EXPIRATION 10/31/2025
EL SEGUNDO, CA 90245 EL SEGUNDO, CA 90245 DATE
DATE: DESCRIPTION QTY RATE AMOUNT
2V-22' F/P NOBLE FIR INCLUDES: TREE, STAND, FIRE 1 6,599.00 6,599.00T
RETARDANT, FIRE MARSHAL
APPROVED TAGS, DELIVERYAND
INSTALLATION
50% deposit required BEFORE will be scheduled. We accept SUBTOTAL 6,599.00
credit cards or checks. Please mer us ,,-ks payable to Holt Family Christmas
Trees and mail to: 9250 R$'sr i,.. Blvd 170, Northridge, CA 91324 DISCOUNT 5%-329.95
Please verify all informaiunur P), accuracy If acceptable please approve If
unacceptable, please let us kno^_, your revisions TAX 611.23
TOTAL $6,880.28
Accepted By
Accepted Date
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