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CONTRACT 4649 One Page Service Agreement CLOSEDAgreement No. 4649 Mail original agreement and insurance to: Mty of Ei Segundo - City Clerk 350 MMn Street, Room 5e El Segundo, CA 90245.3913 Dale;InOl Wm 4a��F+,.�. F:4wnce wha6q Agents s4.i" Ci>t n ,der, r Carpenter d• IN+iST;.,..,...... _.. n CI of El Segundo 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 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 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. 3.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.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 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. 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 Citv's opportunity to reject. Agreement No. 4649 &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. 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. 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.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 agroomont will bo in Los Angeles County. Agreement No. 4649 EXHIBIT A Agreement No. 4649 RE: Quarterly Fire Tests Scope of Work: Fire Tests at: 111 Mariposa (Library), 350 Main Street (City hall), 348 Main Street (Police Department), 340 Main Street (Fire Department). El Segundo Public Library, 111 Mariposa: Time and Cost: 2 Technicians at $140.00 per hour for 3 hours. Total: $420.00 El Segundo City Hall, 350 Main: Time and Cost: 2 Technicians at $140.00 per hour for 5 Hours Total: $700.00 EI'Segundo Police Department, 348 Main Street: Time and Cost: 2 Technicians at $140.00 per hour for 2 Hours Total: $280.00 El Segundo Fire Department, 340 Main Street: Time and Cost: 2 Technicians at $140 per hour for 2 Hours Total: $280.00 Total Cost for all four (4) Sites: $1,680.00 MEEM • All of the above are recommendations and approval will be based upon Fire Department or Authority Having Jurisdiction (AHJ) approval. • All HVAC repairs will need to be performed by other • Work shall not be started until Eagle Protection's contract is signed and Purchase Order is given. • No work shall be preformed until all approvals have been given by governing authority's Plan Check or Permit Departments. • Project will be commenced with 50% of total cost paid, and balance paid upon project completion. • Any additional repairs that are required, because of reasons not at fault by Eagle Protection will be billed at time and material: $100.00 per hour for one technician and $140.00 per hour for two technicians. These costs are inclusive of off - hours, weekends, and Holidays. Agreement No. 4649 All 'StartTimes'will be scheduled for working hours between gta.Oam�Sifio pm, Mondaythru Friday. Any additional time or off-hours work wI.11 be billed separately at tim, e and material. Thank you for the opportunity to submit this proposal. If you have any questions, please do not hesitate to contact Faisal kureshl Directly at (310) 780 -1363.