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CONTRACT 4327 One Page Service Agreement CLOSEDit oR * * ,, , _ Enterprises DATE. ; dw you will find a checklist relating to Insurance and other requirements that are required for do ng business wide the City of 0 ` undo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum, requirements piece ihduds, Commercial general liability insurance must meelt or exceed the requirements of W—CGL Form No. CG 00 01 1185 ( 98, The amount of insurance set forth below will be a combined single Ilmit per occurrence for bodly injury, personal injury, and property damage for the policy coverage. 1jaWlity policies °wtliill be endorsed to "am the City, its off class, Mid employees as maddhional insured's " mWer said insurance coverage and to state that such inswance will be deemed `primary" such 1ha:t any otlter instrrrance that may be carried by the City vrill be excess thereto. Such insurance must be on an "Occurrence," not a "etah m rnede,o (basis and will not be cancellable or subject to reduction except upon thirty (0) days prior written notice to the City. Please find additional Terms and Conditions on the reverse side of this Servicas Agreement- This is not a purchase order or an authorization to begin work. ® C orehansive. G LUMA tncludirig coverage for premises, products and completed operations, independent contractors, personal Injury and contrWucal obli ores with combined single limits of coverage of at least 1$ ,000,000 per occurrence. CONTRACTOR will require its insurer to modify such certificates to delete any excLdpatory wording stating that failure of the insurer to mail written nonce of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. ® Au [o Liability including owned, non -owned and Wred vehicles with at least [] S5.000.00 0 per occurrence. ® 5100.000 - 300.000 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company ® Workers' ComMsel'20 Insurance: as required by State Statutes. (Not needed if Self- employed with no employees and CONTRACTOR signs statement to this effect.) ® Business License: The CONTRACTOR shall agree to have a anent City of BI Segundo license on file at City Ball or purchase said license (at no cost to the City). ❑ ermits: 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. PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISStIUME OF A CITY PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE RISK MAINAGEWPURCHASING AGENT, THUS AUTHORIZING OOMMENCENIENT OF WORK FOR THE CITY. Submitted by (ow wlete all blanks): COLOR COPY REQUIRED BACK TO THE CITY 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 condtions 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 terns and conditions of this order. 1INSPECTION. The Purchase fumished must be exactly as specified in this order, free from all defects in Sellers 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 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 arid, In addition to any costs for which Seger 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 terns 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 spedficallons 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 Balm 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 Seger from prooseciing 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 rate 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 inured by Clly. 5.TIME EXTENSION, City may extend the time for completion K, In City's ado determination, Seller was delayed because of causes beyond Sellers control and without Sellers 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 Seger because of the delay, there Is no right to recover andclpated profit. G.REMEDIES CUMULATIVE. City's rights and remedies under this order are not exclusive and are in additlon to any rights and remedies provided by law. 7.TITLE. Tide to materials and supplies purchased under this order pass directly from Seller to City upon City's written acceptance following an actual insoectlon and Cltv's 0000rtunity to relect 4327 "0,144 &PAYMIENT. 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. &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, Seger 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 Sellers agent 12.INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 13.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. %INDEPENDENT CONTRACTOR. City and Seger 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 riot entitled to participate In any pension plan, Insurance, bonus or similar benefits City provides for its employees. Any provision in this order that Wray appear to give City the right to drect 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 ON 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. WINTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the Slate of California, and exclusive venue for any action Involving this agreement wig be in Los Angeles County. if 080612 Chuck Rents DBA C Ent 8012 n " k y ,y d! 1. P.O. # 4327 .,jI j ip September 17, 2012 Service Address: El Segundo Club House 300 E Pine Ave El Segundo, CA 90245 310- 524 - 23631 640 -7720 fax QUOTE A#tn. Alison Fiorini, 310 -350 -0038 work cell B!!