CONTRACT 7478 Service AgreementAgreement No. 7478
Services Agreement
CONTRACTOR: Western State Design DATE: November 13, 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 IImitslcoverages 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.
® Corn rehensive taene.raii Liabrlaf : 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' Compensation Insurance: Statutory requirement with waiver of subro gafi!on. (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.
❑ Copy of valid icture I.D.(Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CrrY
PURCHASE ORDER BEING SENT TO YOU BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY.
Short Services Agreement - Prevailing Wage (Updated 3_5_25) Rev 2/27/25
Agreement No. 7478
1.13ENERALLY. 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.
&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
November 13, 2025 to February 13, 2026 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 Citv'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 projecVlocation (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
w0 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 dopy of an.additional
Short Services Agreement - Prevailing Wage (Updated 3_5_25)
Agreement No. 7478
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 pormits 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 htto:/Nd ww dir.oa.. 2vdD�LSRIPW . 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 AI 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 qrant or deny 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 parry 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 $18,000 for the work. City will
pay for work as specified in the attached Exhibit "A," which is
incorporated by reference.
23. EXHIBITS. Exhibit "A."
Short Services Agreement - Prevailing Wage (Updated 3_5_25)
Agreement No. 7478
hexfOrpwStoC7osdrf EXHIBIT A
Corporate Office: 2331Tripach Way, Hayward, CA 94545 USA 0-510.785.9271 F - 510.783.9748 E-info@westernstatedeslgn.com
www.westernstatedesign.com
Sales Contract
Salesperson: Craig Kind ID: 441
Office: Cerritos Phone: 800-633-7153
Contract
£:ij�inF ArrcfrS,s.S Type: Furnish Install Hookup
Name: El Segundo Fire Station
Address: 314 Main Street
City, State: El Segundo, CA zip: 90245
Contact: Chief Siefke Phone: 310-524-2269
Email Address: eslr:fRe a�"aPl§%r urlr9O O
Date: 11/11/2025
Projected Delivery:
S,b,iP-gr,GLullnztruc Lion,
Ship To: WSD-Cerritos, CA
Instaddress
llation A
Name: Same As Purchasing Address
Address:
City, State: 2Ip"
Contact: Phone:
Email Address:
The Purchaser Agrees to Purchase, and Western State Design, Inc. ("Seller") Agrees to Sell the following items, subject to Seller's Terms & Conditions included in this Agreement, as follows:
usa.
1
Dexter,.. OPL
CS -US K
WNOfi00KB-12EV4K-SSKB
Dexter T-600 401bs OPL Washer, up to 100G Black Graphics, Chrome Door, SS Cylinder, 55 Front, 55
'Sides
208-
2gQ.60.7or3
$ 9,850.00 $ 9,850.00
1
Base._Frame
(BASE 8"T600K1
8" Single Base For T600
INCLUDED INCLUDED
$
$
$
$
$
$
$
$
$ ..
$
S
SPECIAL TERMS,. CONDITIONS,. DELIVERY & ADDITIONAL IN.M KUL I IONS/INYORAa+rtu RUM
Equipment Payment Terms:
40% upon contract execution
60Y at delivery to the Purchaser or a third party warehouse`
Installation. Payment Terms:
Payment in full shall be paid within ten (10) days of the date the installation work specified is completed prior to startup
Sales agreement is goad for 30 days
*Ifthe equipment is financed by a third: party, the third partyfinarrOrig entity shall provide a Purchase Order or written authOr4at&Op tlrat will
Total Equipment > V,t55U.UU
Factory Freight $ 550.00
Installation' $ 6,500.00
9.750% Sales Tax $ 1,014.00
TOTAL SALE $ 17,914.00
Deposit $ 7,165.60
BALANCE DUE $ 10,748.40
guarantee payment to WSD prior to WSD ordering the equipment from the manufacturer(s).
DEPOSIT: The Deposit is due when the contract is signed and must be paid by cash, check or credit card, No equipment will be ordered or delivery dates guaranteed until the Deposit has been paid in full
BALANCE OF PAYMENT: Unless otherwise provided in writing, payment In full of entire amount of this Sales Contract is due upon delivery of the equipment to the Purchaser's location, If the equipment is to be Financed by lease or any means
other than cash, the Delivery and Acceptance Form must be signed, dated, and tendered to Western State Design, Inc. at the time of delivery to the Site.
CREDIT CARD PAYMENT AND SURCHARGE: Any invoice paid by credit card will be assessed a surcharge of 2,7% of the invoice total.
CREDIT CHECK: Purchaser grants Seller permission to contact third parties as necessary to check Purchaser's credit and to exchange credit information.. Seller may terminate this Agreement in its sole discretion based upon the credit review
and/or any site review
WARRANTY: Purchaser warrants the truth of the information given to Seller, its agents, and/or representatives,.
This Contract is subject to the Western State Design, Inc. Terms and Conditions effective on the date of this Contract, The Terms and Conditions are incorporated into this Contract by this reference, as if they were set forth in this
Contract in full. The Terms and Conditions are available to view at www.westernstatedesign.com/content/terms.asp, or a copy may be requested by Purchaser by email to terms@westernstatedesign.com or fax. By signing below,
Purchaser acknowledges that Purchaser has reviewed and accepted the Terms and Conditions,
PURCHASER:
SELLER:
TITLE:
DATE:
TITLE: DATE:
RETURN ALL PAGES OF THE SIGNED CONTRACT TO 510-783-9748 OR EMAIL TO contracts@westernstatedesign.com
Rev.10-2024 Page 1
Agreement No. 7478
,�=' odt;"'""""' " Wosurs:rn Some A'an11e re
Corporate Office: 2331Tripaidi Way; Hayward, G194545 USA 0-510.796.9271 F-510.783.9748 E-into&westemstatedesign.com
www.westernstatedesign.com
SALES CONTRACT ADDENDUM - INSTALLATION SERVICES
Salesperson: Craig Kind #41 Date: 11/11/2025
Office: Cerritos Job # Shipping Insyottlon
Phone: 800-633-7153 Installation Date:
Purchaser: El Segundo Fire Station
Address: 314 Main Street
City, State, Zip: El Segundo, CA
Contact/Phone: Chief Sdefke/310-524 2269
Email Address: esiefke@elsegundo.org
Ship To: Same As Purchasing Address
Address:
City, State, Zip:
Contact/Phone: /
Email Address:
Any services not specified in the following Scope of Services will require a written Change order approved by the Purchaser and Seller.
Installation Instructions - Scope of Services:
1. Off load and move equipment into the laundry room or designated location
$ 6,500.00
2. Install on ground level/on grade only
3. Level, anchor and grout equipment or bases and assemble to manufacturer specifications as required
4. As applicable, final connection hook up of equipment to existing utilities, water, compressed air, electrical service, natural gas, exhaust ducting, wastewater sewer line,
steam. All required utilities including ducting and wastewater shall be routed to within 5' of equipment Points of Connection (POC)
5. Disconnecting and removal of existing laundry equipment, if applicable
6„ Debris Removal and containers
7. Startup and training after hookup
8. Includes all materials, labor, and rental equipment
9. All work requiring building tenant improvements shall match existing conditions
Includes Prevailing Wage
Clarification: Customer responsible for removing entry door to laundry
Installation Exclusions-
• Hazardous waste abatement or removal
• Any building modifications including not limited to carpentry, bulkheads, drywall, drop ceiling, flooring, painting, building refinishing, millwork, signage
• Modifications or rerouting utilities which exceed 5' from the Points of Connection (POC) on the equipment furnished
• Modifications to the building fire sprinkler system or alarm system
• Building permits, air quality permits, impact fees, fire inspection Fees, professional engineering and architectural services including drawings
• General roof repairs or replacement other than patching roof penetrations required for exhaust ducting/makeup air venting
• Any changes to the building HVAC system/swamp cooling system including modifications to the combustion air discharge locations or makeup air locations to meet compliance of local
building code and ordinances
• Modifications to the existing concrete floor/drain troughs/floor sinks including cutting, backfilling, framing, and refinishing
• Building electrical modifications including but not limited to overhead lighting, le. electrical panels with circuit breakers, emergency lighting, exit lights, receptacles, etc.
• Building repairs, utility upgrades/repairs for unknown site conditions
• Installation of security systems, locks, cameras
• If applicable, prevailing wages and/or certified payroll reporting
Total cost of installation w 6,500.00
Installation amount is due and payable in full within ten (10) days after installation completion and prior to startup and training, unless otherwise specified.
n Purchaser's Initial.
Rev, 10-2024 Page 2
Tercels and Conditions of Sa1eAgreement No. 7478
TERMS AND CONDITIONS OF SALE
IT IS HEREBY AGREED: The "Sales Contract" signed by Purchaser on the first page hereof, these
Terms and Conditions of Sale, any attachments or exhibits to the Sales Contract, any security
agreement ("Security Agreement") signed by Purchaser and any addendum (an "Addendum")
signed by Purchaser and Seller (collectively referred to as this "Agreement"), constitute the
entire agreement between Seller and Purchaser, and supersede all prior negotiations and
agreements. Any understanding or representation not contained in this Agreement is expressly
waived. Further it is agreed that no statement, promise or inducement made by either party
hereto, or employee, agent, or salesperson of either party hereto, which is not contained in this
Agreement shall be valid or binding; that no agent, salesperson or employee of Seller has any
authority to make any promise, inducement or representation unless the same is inserted herein
or contained in an Addendum hereto and specifically made a part of this Agreement. It is
expressly understood that no representative, except an officer, of Seller has the power to modify
the provisions of this Agreement in any respect, that Seller shall not be bound by, or liable to,
Purchaser for any representation, promise or endorsement made by any agent or person in
Seller's employment not set forth in this Agreement, and that no modification or amendment of
this Agreement shall be binding on Seller unless set forth in writing and signed by an authorized
officer of Seller. No course of prior dealings between the parties and no usage of the trade shall
be relevant to supplement, alter, or explain any term used in this Agreement. If a purchase
order, order acknowledgement or other correspondence contains terms or conditions contrary
to the terms and conditions contained in this Agreement, Seller's acceptance and fulfillment of
any order shall not be construed as assent to any such additional terms and conditions, nor will
that constitute a waiver by Seller of any of the terms and conditions of this Agreement.
1. Purchaser hereby grants Seller a security interest in the goods specified in this Agreement
(the "Goods") and in any and all equipment, parts, accessories, attachments, additions and other
goods, and all replacements thereof, now or hereinafter installed in, affixed to or used in
connection with the Goods, to secure performance of all of Purchaser's obligations arising under
this Agreement, including the payment of interest and attorney's fees, and if Purchaser sells or
otherwise disposes of the Goods, Seller shall have a security interest in the proceeds of such sale
or disposition until all amounts due from Purchaser to Seller have been paid in full (the
"Collateral"). Seller shall have all the rights and remedies of a secured creditor under the
Uniform Commercial Code and Purchaser authorizes the filing of a Form UCC-1 as necessary to
perfect this security interest. Purchaser appoints Seller as Purchaser's attorney -in -fact to prepare
and file financing statements, continuation statement, statements of assignment, termination
statements, and the like, as necessary to perfect, protect, preserve, or release Seller's interest in
the collateral. This power of attorney is coupled with an interest and may not be revoked or
cancelled by Purchaser without Seller's written consent. Until all amounts due under this
Agreement have been paid in full by Purchaser, Purchaser shall not remove any of the Goods
from the premises where they were originally installed without the prior written consent of
Seller. In the event that Purchaser and Seller sign a separate Security Agreement, the terms of
that agreement shall supersede and replace the terms of this Section 1
2. This Agreement is subject to strikes, labor disturbances, warA rqsrfhenf foecA% fire,
pandemics, accidents, inability to obtain the necessary materials or labor, transportation
curtailments, acts of Providence, of the Government or the public enemy, or by any law, statute,
ordinance or any order, regulation, directive or recommendation of any governmental office or
body acting under color of authority, or by any other cause or circumstance beyond the
reasonable control of Seller, and delay from any such cause shall excuse delivery as long as such
disability continues.
3. All orders shall be shipped f.o.b. point of shipment. Purchaser shall bear the risk of loss and
be liable for any loss or damage sustained in transit and Purchaser shall not be entitled to any
offset or deduction of any such loss or damage. Claims for damages in transit must be asserted
by Purchaser against the carrier. Claims for loss, damage, deterioration, delay or shortage not
due to the actions or neglect of the carrier shall be deemed waived unless made, in writing, to
Seller within twenty four (24) hours after receipt of shipment.
4. if Purchaser wrongfully refuses, to accept the Goods where delivery is tendered, or cancels the
agreement PLirchaseLagrees to pay c 'Seller an amou-quivalent to 3�Oa of the total sale price
5ptdified in this -Agreement as liq ed damages. The parties hereto agree that since it is
di l to determine ac al dammages in uch cases, an amount gqual to 35i°/ of the sae pric_is
a reasonable and proper rn unt as liq dated damages.
5. Purchaser hereby acknowledges that Seller is not connected with or recommends any third
party financing institution in connection with financing, purchase or leasing the Goods. Any
assistance in obtaining financing or any mention of financing arrangements for the purchase or
leasing of any Goods is strictly for Purchaser's information. Purchaser further agrees that Seller
shall not be held as a party to or liable in any litigation or disagreement arising between
Purchaser and a financing institution.
6. If Purchaser defaults in making any payment called for under this Agreement, Purchaser
agrees to pay to Seller interest at the rate of one and a half percent (1.5%) per cent per month
from the date when said payment was due until the date of the actual payment, calculated daily
and compounded monthly, but in no event more than the maximum legal rate of interest.
7. If Purchaser defaults in making any payment or payments due under this Agreement, or
defaults or fails to fulfill any obligation arising under this Agreement, Purchaser agrees to pay to
Seller, all reasonable attorney's fees, court costs and/or expenses incurred by Seller in collection
of such payments or in the enforcement of such obligations.
8. All sales taxes, use taxes, permits, licenses and/or fees including but not limited to tariffs
involving local, state, federal or other government agencies are the responsibility of Purchaser.
Additionally, any submittals, engineering, architectural plans including fees charged by
water/wastewater districts, air quality districts, utility companies or other regulatory agencies
are the responsibility of Purchaser unless otherwise specified in writing in this Agreement. This
sale shall not be conditional on Purchaser's ability to obtain such permits or licenses or pay any
such taxes or fees. The sales tax rate is based upon the delivery date. The rate on page 1 of this
Agreement is based upon the current sales tax rate which is subject to change at any time. All
sales taxes due will be charged to, and will be the sole responsibility of, Purchaser.
the
__Se Ier with a v d resale cer . ate thati Ludes an active Seller's.Permit tuber. Th
Purchaser re resenJ5 anddwarranLs th the e luipment is heing— urchased for resale and
remains ,,,,,,fully responsible for payment of the purcha price, regardless gf whether or not.
received—fropthird party_
10. If the delivery of the Goods is delayed due to the fault of Purchaser, its agents, or employees,
or through delays in construction or otherwise which are the responsibility of Purchaser, or
which are reasonably foreseeable by Purchaser, Purchaser shall be obligated to pay such
amounts as would be due under this Agreement if delivery or installation were accomplished
without said delay. Alternatively, at Seller's discretion, Purchaser and Seller may enter into an
Addendum allowing Purchaser to defer payment until actual delivery, provided, however that
Purchaser shall pay to Seller interest at the rate of one and a half percent (1.5%) per cent per
month upon the amount which would have been due, calculated daily and compounded
monthly, but in no event more than the maximum legal rate for the term of such delay. All
additional costs for offloading equipment, storage, reloading equipment, additional delivery
costs or insurance resulting from the delay of the installation or delivery shall be the
responsibility of Purchaser.
11.
(a) If Purchaser wishes to change the specifications, quantities, or designs of the Goods,
Purchaser shall notify Seller and if the parties agree on a new price for the Goods so changed,
their agreement shall be reflected in a written amendment or change order. If there is no written
amendment or change order signed by both parties, Purchaser will be bound by the terms of the
original order.
(b) The prices are firm for delivery within thirty (30) days of Seller's acceptance of Purchaser's
order. If Purchaser wishes to have the Goods delivered more than thirty (30) days after order
acceptance, Purchaser shall bear any increased cost to Seller of shipping or warehousing the
Goods during the period after thirty (30) days. If Purchaser wishes to change the delivery
schedule for the Goods after the order has been accepted, Purchaser shall bear any increased
storage, warehousing or delivery costs. In either case, Purchaser shall reimburse Seller for such
costs upon notice before delivery in addition to delay charges as provided in Paragraph 10
above.
(c) If there are increases in the cost of fuel, power, material, supplies, or labor, or increases in the
cost of manufacturing, producing, warehousing, selling or shipping including but not limited to
tariffs the Goods in this Agreement after the order is accepted, Seller shall notify Purchaser of
any planned change in price and any agreed upon price change shall be reflected in a written
amendment or change order. If there is no written amendment or change order signed by both
parties, then Seller may in its sole discretion cancel this Order and then neither party shall have
any further obligation to the other, under the Agreement.
12. ELLER WARRAN IS T# # L AJVOLJ ] Ahl ICE R�1rvJDS INNTIFIEi 0'RY F FIR T MEN r.
BUT O ER WARR , _EXPRESSED O INPo'PLIED, IS iVIAL - BY SELLER H RESPECT TO THE GOODS,
THE ONLY RRANTIE, IF ANY,, APPLYIfG THIS E UIP EN'T' .ARE T_ E Ca'IVFN BY HE MANUF TU@R,
AND ARE EXPRESS IiN LIEU FALL OTHE RATIE,_ EXPRESS OR M—PL1-ED, INC DING ANY IMPLIED
WARRANTIES OF MERCHANTABI ITY OR FITNES FOR A PARTICU PURPO WARRAN Y OFFERED_ BY THE,
MANUFACTURER(S) WILL BE NULL AND VOID IF THE I UI MENT IS NOT IN ALLED TO ANUF C URE
SPECIFICATIONS OR NOT INSTALLED 1 +U_ HIN A HIUNI RED EIGHTY =80 CIAYS OF DELIVERY TO PUR HASER OR A
THIRD PARTY WAREHOUSE. ALL USED E U@PMENT IS SOI D "AS IS'" WIT NO WARRANTY UNLESS EXPRESSLY
SPECIFIED IN A SEPARATE WARRANTY ADDENDUM SIGNED BY PURCHASER AND SELLER.. If any model or
sample was shown to Purchaser, such model or sample was used merely to illustrate the general
type and quality of the goods and not to represent that the goods would necessarily conform to
the model or sample. As a service, Seller furnishes manufacturers' sales brochures and other
literature free of charge to customers. Seller assumes no responsibility for the content of such
literature.
13. PURCHASER SHALL NOT BE ENTITLED TO RECOVER FROM SELLER ANY INDIRECT DAMAGES,
PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, DAMAGES FOR LOSS
OF TIME, LOSS OF PROFIT, LOSS OF USE OR INCOME, DAMAGES TO MATERIALS OR PROPERTY,
INCLUDING PURCHASER'S LINEN OR CUSTOMERS' OWNED LINEN OR LAUNDRY. THIS
AGREEMENT IS THE
SELLER'S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER IN LAW, EQUITY, CONTRACT,
INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE PRICE
PAID BY PURCHASER UNDER THE AGREEMENT FOR THE GOODS GIVING RISE TO THE CLAIM.
14. Purchaser shall indemnify, defend and hold Seller and each of its officers, agents and
employees harmless from and against any and all losses, liability, claims and expenses (including
reasonable attorney's fees and expenses) for damage to or loss of property (including
Purchaser's property) or injury to or death of persons (including Purchaser, its agents,
employees, licensees or invitee) directly or indirectly resulting from any cause on or about the
premises where the equipment is installed or in connection with the operation of Purchaser's
business, or the use of the equipment.
15. Existing incoming water may have excessive calcium, magnesium, iron, minerals, total
dissolved solids (TDS), below or above 7.0 to 7.8 pH range, or any other elements which affect
the equipment performance and useful life. Seller shall not be responsible for any equipment
failure or performance caused by the existing water conditions or damages to the equipment
caused by Purchaser's laundry washing chemicals or water treatment chemicals.
16. General Provisions.
16.1 Binding Effect. This Agreement and each and all of the provisions hereof shall be binding
upon and shall inure to the benefit of the parties hereto, and their respective heirs,
representatives, successors and permitted assigns.
16.2 Assignment. Seller shall have the right to negotiate or assign Purchaser's payment
obligations under this Agreement, the security interest evidenced by this Agreement and any
note or other document or instrument which evidences any indebtedness secured by this
Agreement, and Purchaser agrees that Seller may do so without any notice to Purchaser. In the
event of any assignment or transfer by Seller of this Agreement, oAyMgj Ivor." debt
instruments, the assignee shall automatically succeed to and be entitled to exercise all Seller's
rights and remedies under this Agreement. Purchaser may not sell, assign or otherwise transfer
any of its rights and interests hereunder without the prior written consent of Seller, which Seller
may withhold in its sole discretion. Any attempted assignment hereof by Purchaser without said
prior written consent shall be void and of no force or effect.
16.3 Amendment. This Agreement may only be amended in a writing signed by both parties.
16.4 Waiver. The waiver by either party of a breach of any provision of this Agreement may
only be made in writing signed by both parties and shall not operate or be construed as a waiver
of any other provision or any subsequent breach of the same provision thereof.
16.5 Arbitration. The parties desire to resolve any disputes that may arise under this
Agreement with greater efficiency and at a lower cost than in a civil lawsuit in a United States
court. Accordingly, (a) Subject to the provisions of Section 16.7 hereof regarding provisional
equitable remedies, all disputes arising under this Agreement will be resolved by submission to
binding arbitration before the Judicial Arbitration and Mediation Service ("JAMS") or any
reputable arbitration and mediation service agreed to by the parties. (b) If Purchaser or Seller is
unable to agree on a neutral arbitrator, Seller will obtain a list of arbitrators from JAMS or the
other selected arbitration service. Purchaser (first) and then Seller will alternately strike names
from the list until only one name remains; the remaining person shall be the arbitrator. Since
Seller's administrative headquarters are located in Alameda County, California, arbitration
proceedings shall be held in the City of Oakland, Alameda County, California. Pre -hearing
discovery shall be limited by each party to two (2) depositions, one (1) set of interrogatories, not
to exceed thirty-five (35) in number, and one set of document requests not to exceed thirty-five
(35) in number. Additional pre -hearing discovery may only be propounded on a showing of good
cause and with leave of the arbitrator as it is the intent of the parties to resolve disputes
promptly and less expensively than litigating disputes through civil courts. (c) Following the
hearing, the arbitrator shall issue a written opinion and award that shall be signed and dated.
The arbitrator's opinion and award shall decide only those issues submitted and shall set forth
the legal principles supporting each part of the opinion. The arbitrator shall only be permitted
to render an award and remedies based upon existing law supported by the credible, relevant
evidence that would otherwise have been available if the matter had been heard in a court of
law. (d) All requests for arbitration made by Purchaser or Seller must be made in writing to
JAMS with copies to the other party and must be received within the time period mandated by
the appropriate statute of limitation had the claim been brought in a court of law. (e) Each party
shall pay one-half of the costs of the arbitration and shall pay for its own discovery, witnesses,
experts, and attorneys' fees and costs unless the arbitrator awards otherwise in accordance with
Section 16.14.
16.6 WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF.
THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL -ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS
(INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES
HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY Eg;[P.N&.PARTY
HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
16.7 Separate Representation; Interpretation. Purchaser acknowledges that it has had the
opportunity to consult with separate and independent counsel of its own selection to the extent
to which it has desired to do so in connection with the negotiation and execution of this
Agreement. Purchaser has read and understands in full, and agrees to be bound by, each and
every provision hereof. Purchaser also agrees that despite the fact that this Agreement has been
drafted by counsel for Seller, no rule of construction or presumption against the drafter shall
apply to the interpretation of this Agreement and the Agreement shall be construed according
to its fair meaning.
16.8 Provisional Equitable Remedies. The parties acknowledge and agree that legal damages
may not be an adequate remedy for any breach or attempted breach of this Agreement and
agree that provisional equitable relief, including injunctive relief, may be required in appropriate
circumstances. As an exception to the arbitration provided for in Section 16.5 above, should any
dispute arise concerning the provisions of this Agreement, either party shall have the right to
seek injunctive relief restraining any breach or attempted breach of this Agreement so as to
preserve the rights of the parties, in a court of law as provided in Section 16.11 below, pending
the institution of arbitration proceedings, and appointment of an arbitrator, which injunction
may be modified, vacated or made permanent as a result of the arbitration award. The parties
hereby waive any requirement for the securing or posting of any bond in connection with the
obtaining of any injunctive relief pursuant to this Section 16.8.
16.9 Notices. Any notices to be given hereunder by either party to the other may be effected
either by personal delivery in writing, by reputable overnight courier or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to
Purchaser and Seller at the applicable address first set forth above, but each party may change
its address by written notice in accordance with this paragraph. Notices shall be deemed given
upon personal delivery, one (1) day after being sent by overnight courier, or three (3) business
days after deposit in the United States mail, as provided above.
16.10 Severability. Nothing contained in this Agreement shall be construed as requiring the
commission of any act contrary to law. If any part, Section, paragraph or clause of this
Agreement shall be held to be indefinite, invalid or otherwise unenforceable by an court of
competent jurisdiction, the entire Agreement shall not fail on account thereof, and the balance
of this Agreement shall continue in full force and effect. If any tribunal or court of appropriate
jurisdiction deems any provision hereof unenforceable, said tribunal or court may declare a
reasonable modification hereof and this Agreement shall then be valid and enforceable, and the
parties hereto agree to be bound by and perform the same, as thus modified.
16.11 Applicable Law; Venue; Jurisdiction. Any dispute arising under this Agreement shall be
governed by and construed in accordance with the laws of the State of California, without regard
to conflicts of laws principles. Should any proceeding or action be undertaken that is not
otherwise subject to binding arbitration as set forth in Section 16.5 and since Seller's
administrative headquarters are located in Alameda County, California, jurisdiction and venue
shall be in the appropriate State or federal court located in the City of JM"&ffleft)�,unty,
California, and each party irrevocably consents and agrees to the juriiction and venue of the
State and federal courts in such city.
16.12 Counterparts; Electronic Signatures. This Agreement may be signed by the parties on
separate counterparts, each of which shall be deemed an original and a single instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and
validly delivered and be valid and effective for all purposes. parties
16.13 Section/Paragraph Headings; Gender. The Section, paragraph and clause headings
contained in this Agreement are for the convenience of the parties only, and shall not for any
purpose whatsoever is deemed a part of this Agreement. All terms and words used herein shall
be construed to include the number and gender as the context of this Agreement may require.
16.14 Attorney's Fees. If the event of any litigation, arbitration or other proceeding or other
dispute (other than mediation) related to or arising as a result of this Agreement, the prevailing
party shall be entitled, in addition to any other damages assessed, to its reasonable attorneys'
fees and all other costs and expenses incurred in connection with resolving such dispute,
including, without limitation, experts' and consultants' fees and costs. The prevailing party shall
also be entitled to recover its attorneys' fee and costs against the non -prevailing party for
prosecuting or defending any appearances and supplemental proceedings until the final
judgment is satisfied in full, and for any post -judgment proceedings to collect or enforce the
judgment. Any such award of attorneys' fees and costs shall become part of the final award,
which may be submitted to any appropriate court of law to conform the award into an
enforceable civil judgment.
16.15 Survival of Terms. The terms contained in this Agreement (including, without limitation,
the terms contained in this Section 16 which, by their terms, require their performance by
either party after the expiration or other termination of this Agreement, shall be enforceable
notwithstanding such expiration or other termination of this Agreement for any reason
whatsoever.
[updated 4/01/2025]
Western State Design, Inc.
Corporate Office
2331 Tripaldi Way
Hayward, CA 94545
Toll Free:
Fax: 510-783-9748