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<br />Terms and Conditions
<br />In consideration of the mutual promises set forth in this Agreement, the Contractor agrees to the following:
<br />1. Entire Agreement. This Agreement constitutes the entire understanding of the parties. In the event of any conflict between these Terms
<br />and Conditions and those of Contractor's offer of acceptance, the terms of this Agreement shall prevail.
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<br />2. Delivery. Delivery charges shall only be allowed if quoted separately. Contractor shall bear the risk of any loss or damage to goods until
<br />delivered at the specified F.O.B. point. Delivery shall not constitute acceptance of the goods by City.
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<br />3. Payment. Payment shall occur after inspection and acceptance of goods or completion of services and within 30 days after City's
<br />acceptance of an invoice. If the City makes any deposit or progress payments to Contractor prior to acceptance of the goods or services,
<br />the City is granted title to all work in progress and materials free of all encumbrances. In the event that the goods or services are rejected
<br />by the City, Contractor shall refund the entire amount of the deposit or progress payments to the City. Contractor shall pay transportation
<br />charges to remove rejected goods.
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<br />4. Warranty Against Defects. Contractor warrants all work and goods provided: a) shall meet all conditions of this Agreement; b) shall be
<br />free from defects in design, material and workmanship; and c) shall be fit for the purposes intended. Contractor agrees to be solely
<br />responsible for the correction of defects for 12 months following acceptance or standard warranty, whichever is longer. Contractor shall
<br />assist City with manufacturer's compliance with any product warranty. City does not waive any warranty under the California
<br />Commercial Code.
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<br />5. Indemnification. Contractor shall indemnify, defend and hold harmless the City and its agents, officers and employees against any and
<br />all claims, costs, causes of action, losses, expense or other detriment or liability arising, or alleged to have arisen, from any acts or
<br />omissions of Contractor, its agents, sub-contractors, officials or employees, in connection with the execution of the work covered by this
<br />Agreement, except for the sole negligence or willful misconduct of City. This indemnification includes any claim that the materials or
<br />equipment provided under this Agreement, or any tool, article or process used in manufacture of such tools or equipment, constitutes an
<br />infringement of any patent issued by the United States. This entire indemnification provision shall survive termination or cancellation of
<br />this Agreement.
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<br />6. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect, at its own cost and expense, insurance
<br />coverages with insurers with an A.M. Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as
<br />additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the
<br />Contractor’s policies:
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<br />a. Commercial General Liability Insurance. Commercial general liability insurance at least as broad as Insurance Services Office
<br />(ISO) CG 00 01 for at least $1,000,000 per occurrence, $2,000,000 general aggregate, and $1,000,000 products and completed
<br />operation aggregate for bodily injury and property damage. The policy shall include a per project or per location general aggregate
<br />endorsement. If a per project/location endorsement is not available, the limit for the general aggregate shall be doubled. The policy
<br />shall provide that the City, its officials, officers, employees, agents, and volunteers are named additional insureds as evidenced by an
<br />additional insured endorsement using ISO form CG 20 10 (or equivalent) for ongoing operations and satisfactory to the City
<br />Attorney. The policy shall allow and be endorsed primary insurance for work performed by Contractor and its subcontractors, and
<br />that no other insurance or self-insurance effected by City or other additional insured will be called on to contribute to or cover a loss
<br />covered thereunder. Coverage shall provide and be endorsed to include a waiver of subrogation in favor of the City and its officials,
<br />officers, employees, agents, and volunteers.
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<br />b. Automobile Liability Insurance. Automobile liability insurance coverage for owned, non-owned, and hired autos using ISO
<br />Business Automobile Coverage form CA 00 01 (or equivalent) in an amount not less than $1,000,000each accident. If the
<br />Contractor’s business/company does not own any automobiles, coverage for hired and non-owned autos shall be provided.
<br />The policy shall provide and be endorsed that the City, its officials, officers, employees, agents, and volunteers are included or
<br />named as additional insureds. The policy shall provide and be endorsed to include a waiver of subrogation in favor of the City, its
<br />officials, officers, employees, agents, and volunteers.
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<br />c. Workers' Compensation and Employer’s Liability Insurance. Statutory Workers' Compensation and Employer’s Liability Insurance
<br />shall be provided for all persons employed directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and
<br />Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 each accident, $1,000,000 by disease-policy
<br />limit, and $1,000,000 by disease-each employee. No proprietor, partner, executive officer, or member shall be excluded. In the
<br />alternative, Contractor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance
<br />complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the
<br />standards of the California Labor Code shall be solely in the discretion of City. The insurer, if insurance is provided, or Contractor,
<br />if a program of self-insurance is provided, shall allow, and be endorsed to waive all rights of subrogation against City and its
<br />officers, officials, employees, agents, and volunteers. The requirement to maintain Statutory Worker’s Compensation and
<br />Employer’s Liability Insurance may be waived by the City upon written verification that Contractor does not have any employees.
<br />Docusign Envelope ID: 28EBB02D-6254-884A-8248-C7B84E488C62
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