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CONTRACT 5168 One Page Service Agreement CLOSEDy o , Ile t� SELLER COASTAL WINDOW TREATMENTS, INC. Agreement No. 5168 berices Agreement DATE MAILED: 61112016 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. Commercial general liability insurance must meet or exceed the requirements of ISO -CGL Form No. CG 00 011185 or 88. The amount of insurance set forth below 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 the 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 the City will be excess thereto. Such insurance must 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 the City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or an authorization to begin work. ® Comprehensive General Liability, including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence. ® Auto Liability, including owned, non -owned and hired vehicles with at least: ® $1,000,000 per occurrence. ❑ 1100,000 - 300 0130 per occurrence. ❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company. ® Workgfs'ggmpgnsation Insurance: as required by State Statutes. (Not needed if Self -employed with no employees and SELLER signs statement to this effect.) ® Business License: The SELLER agrees to have a current City of Ell 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. ❑ Copi of valid •cture I.Q. (Drivers license etc.) PLEASE NOTE, ALL APPLICABLE INSURANCE AND OTHER REQUIREMENTS LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY' PURCHASE ORDER BEING SW TO YOU (VIA FAX OR HARD COPY) BY THE RISK MANAGERPURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. 8-0m M k Lm le I m p II blan' st COLOR COPY REQUIRED BACK TO THE CITY Kaum,11jimlim VEMffijul 1.GENERALLY. The materials, supplies, or services (collectively, "Purchase ") covered by this Services Agreement (Agreement') must be furnished by Seller subject to all the terms and conditions contained in this Agreement which Seller, in accepting this Agreement, 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 Agreement constitutes unqualified acceptance of all terms and conditions in this Agreement The terms of any proposal referred to in this Agreement are included and made a part of the Agreement 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 Agreement. 1CONSIDERATION. As consideration, City agrees to pay Seller for City's services not to exceed a total of $6,000 Six Thousand Dollars) for the work. City will pay for work as specified in the attached Exhibit "A,' which is incorporated by reference. 1INSPECTION. The Purchase furnished must be exactly as specified in this Agreement, 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 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 Agreement 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 Agreement, must reimburse City for all transportation costs, other related costs incurred, or payments to Seller in accordance with the terms of this Agreement for unaccepted Purchases. Notwithstanding City's acceptance of any Purchase, Seller is liable for latent defects, fraud, or such gross mistakes as constitute fraud. 4.CHANGES. City may make changes within the general scope of this Agreement 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 Agreement, 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. 5. TERMINATION. City may terminate this Agreement 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 Sellers default if Seller refuses or fails to comply with this Agreement 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. 6.TIME EXTENSION. 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 Sellers fault or negligence. In the event delay was caused by City, Sellers 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 7.REMEDIES CUMULATIVE. City's rights and remedies under this Agreement are not exclusive and are in addition to any rights and remedies provided by law. &.TITLE. Tifle to materials and supplies purchased under this Agreement pass directly from Seller to City upon City's written acceptance following an actual inspection and City's opportunity to reject. 9.PAYMENT, City will pay Seller after receiving acceptable invoices for materials and supplies delivered aril accepted or services rendered and accepted. City will not pay cartage, shipping, packaging or boxing expenma unless specified in this Agreement Drafts wilt not be honored. COASTAL WINDOW TREATMENTS, INC. Agreement No. 5168 10.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 Agreement, 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 Agreement, 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 Agreement. 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 Agreement, including, without limitation, to the provisions concerning indemnification. 11.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 Agreement. Warranties will be effective notwithstanding any inspection or acceptance of the Purchase by City. 12.ASSIGNMENT. City may assign this Agreement. Except as to any payment due under this Agreement, Seller may not assign or subcontract the Agreement without City's written approval. Should City give consent, it will not relieve Seller from any obligations under this Agreement and any transferee or subcontractor will be considered Seller's agent 11INSURANCE. Seller must provide the insurance indicated on the face sheet of this Services Agreement. 14.PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this Agreement. 15.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 Agreement 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. 16.WAIVER. City's review or acceptance of, or payment for, work product prepared by Seller under this Agreement 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 Sellers performance. A waiver by City of any breach of any term, covenant, or condition contained in this Agreement 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 Agreement, whether of the same or different character. 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. 16. PREVAILING WAGES. If required by applicable state law including, vvithout 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 prevaling wee haws. In accordance with labor Code § 9773.2„ 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 hVp;Mmvw,dir. a _govfDLSaPWD, A copy of the prevailing rate of per diem wages must be posted at the job site. Materials, supplies or services to include: Refer to attached Exhibit W EXHIBIT A Coaxal%*,r"f sm u,h *POP a 7.700, okich,CA ANS, T: 3tD3 3142F3103 4t PROJECT: Clubhouse - El Segundo Date 11-Apr Address: 300 E Pine Submit to: Shama Donahue El Segundo, CA 90245 tto. Room IlamefType Unit Price Ouantity Total Manual UrbanShade MechoShades using 0900 Fabric with stainless steel cord operation Office: 1 %Vndows 150.00 9 1350.00 Lobby. 2 Night Window 175.00 1 175.00 3 Endows behind gate 205.00 3 615.00 Auditorium 4 Upper Windows 250.00 5 1250.00 5 Windows 195.00 2 390.00 6 Door 145.00 1 145.00 Honeycomb cell shades in Blackout Materiel to be Placed in skylights T"oom 7 SWights 300.00 3 900.00 Sub -Total 4,325.00 SalesTax 43415 randTOtal', V59-25 Pricing hrdudes final measuring, defnreryand installation. 50°3 Non refundable deposit due on all COASTAL VONDOwTR TMEMSHASCOMPLETEDFlNALMEASURE DOWRY 41101 are aot 4mllantee4 by any 5V orrmPIAV Or WW W. Thetefote, toWrtattatim tin besrheduaed *tto out raoaattn4ta ds and /or materials necessary to insa IL Any EI . I for motat ation not iiduded in this quote. Quote iswRd for9D days aq LtmW br rAoisfin ad Wimied iud quuatt. GIwNkR(Iffly' -f ifESSlraamtDtlttt ION Agreement No. 5168 Coastal Windx Treatments h awfa9Ddays