CONTRACT 4533 One Page Service Agreement CLOSEDAgreement No. 4533
The Glass Mirror and Storefront Co. DBA The Glass Professionals
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1.13ENERALLY. The materials, supplies, or services (collectively, &PAYMENT. City will pay e r n acce le 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,defend 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 without limitation, attorney's fees), injuries, or liability, arising from acts,
Purchase covered by this order constitutes unqualified acceptance of all omissions, or negligence by Sellor or its agents. Seller agrees to hold
terms and conditions in this order. The terms of any proposal referred to City harmless for any injury to Seller,or its agent, resulting from Seller's
in this order are included and made a part of the order only to the extent performance under this agreement. For purposes of this section "City"
it specified the Purchase ordered, the price, and the delivery, and then includes City's officers, elected officials, and employees. It is expressly
only to the extent that such terms are consistent with the terms and understood and agreed that the foregoing provisions will survive
conditions of this order. termination of this order. The requirements as to the types and limits of
2.INSPECTION. The Purchase furnished must be exactly as specified in insurance coverage to be maintained by Seller, and any approval of
this order, free from all defects in Seller's performance, design, such insurance by City, are not intended to and will not in any manner
workmanship, and materials, and, except as otherwise provided, is limit or qualify the liabilities and obligations otherwise assumed by Seller
subject to inspection and test by City at all times and places. If, before pursuant to this order, including, without limitation, to the provisions
final acceptance, any any Purchase is found to be incomplete, or not as concerning indemnification.
specified,City may reject it, require Seller to correct it without charge,or 10.WARRANTY. Seller agrees that the Purchase is covered by the
require delivery of such Purchase at a reduction in price that is equitable most favorable commercial warranties the Seller gives to any customer
under the circumstances. If seller is unable or refuses to correct such for the same or substantially similar supplies or services, or such other
items within a time deemed reasonable by City, City may terminate the more favorable warranties as is specified in this order. Warranties will
order in whole or in part. Seller bears all risks as to rejected Purchases be effective notwithstanding any inspection or acceptance of the
and, in addition to any costs for which Seller may become liable to City Purchase by City.
under other provisions of this order, must reimburse City for all 11.ASSIGNMENT. City may assign this order. Except as to any
transportation costs, other related costs incurred, or payments to Seller payment due under this order, Seller may not assign or subcontract the
in accordance with the terms of this order for unaccepted Purchases. order without City's written approval. Should City give consent, it will not
Notwithstanding City's acceptance of any Purchase, Seller is liable for relieve Seller from any obligations under this order and any transferee or
latent defects,fraud,or such gross mistakes as constitute fraud. subcontractor will be considered Seller's agent.
3.CHANGES. City may make changes within the general scope of this 12.INSURANCE. Seller must provide the insurance indicated on the
order in drawings and specifications for specially manufactured supplies, face sheet of this Services Agreement.
place of delivery, method of shipment or packing of the order by giving 13.PERMITS. Seller must procure all necessary permits and licenses,
notice to Seller and subsequently confirming such changes in writing. If and abide by all federal,state,and local laws,for performing this order.
such changes affect the cost of or the time required for performance of 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
this order, an equitable adjustment in the price or delivery or both must will act as an independent contractor and will have control of all work
be made. No change by Seller is allowed without City's written approval. and the manner in which is it performed. Seller will be free to contract
Any claim by Seller for an adjustment under this section must be made for similar service to be performed for other employers while under
in writing within thirty (30) days from the date of receipt by Seller of contract with City. Seller is not an agent or employee of City and is not
notification of such change unless City waives this condition in writing. entitled to participate in any pension plan, insurance, bonus or similar
Nothing in this section excuses Seller from proceeding with performance benefits City provides for its employees. Any provision in this order that
of the order as changed. may appear to give City the right to direct Seller as to the details of doing
4. I CP'1IiI111VA l iUN. filly May LerIIII11CMe this order at any time, either the YVVrn or iV excici e a iii2asure Of con-11v1 V'vcr L11 'rJ`vrn iiic-1.`� iiiui
verbally or in writing, with or without cause. Should termination occur, Seller will follow the direction of the City as to end results of the work
City will pay Seller as full performance until such termination the unit or only.
pro rata order price for the performed and accepted portion of the 15.WAIVER. City's review or acceptance of, or payment for, work
Purchase. City may provide written notice of termination for Seller's product prepared by Seller under this order will not be construed to
default if Seller refuses or fails to comply with this order. If Seller does operate as a waiver of any rights City may have under this Agreement or
not cure such failure within a reasonable time period, or fails to perform of any cause of action arising from Seller's performance. A waiver by
the Purchase within the time specified (or allowed by extension), Seller City of any breach of any term, covenant, or condition contained in this
will be liable to City for any excess costs incurred by City. order will not be deemed to be a waiver of any subsequent breach of the
5.TIME EXTENSION. City may extend the time for completion if, in same or any other term, covenant, or condition contained in this order,
City's sole determination, Seller was delayed because of causes beyond whether of the same or different character.
Seller's control and without Seller's fault or negligence. In the event %INTERPRETATION. This Agreement was drafted in,and will be
delay was caused by City, Seller's sole remedy is limited to recovering construed in accordance with the laws of the State of California,and
money actually and necessarily expended by Seller because of the exclusive venue for any action involving this agreement will be in Los
delay;there is no right to recover anticipated profit. Angeles County.
6.REMEDIES CUMULATIVE.City's rights and remedies under this order
are not exclusive and are in addition to any rights and remedies provided
by law.
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.
Glass prof-plunge window(1)Page Services Agreement 12/9/13
1-08-201A 8:37PM FROM GLASS PROFESSIONALS 310 571 29$5 1
Agreement No. 453f-
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