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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 and
<br /> Conditions and those of Contractor's offer of acceptance,the terms of this Agreement shall prevail.
<br /> 2. Delivery. Delivery charges shall only be allowed if quoted separately. Contractor shall bear the risk of any Ioss or damage to goods until
<br /> delivered at the specified F.O.B.point. Delivery shall not constitute acceptance of the goods by City.
<br /> 3. Payment. Payment shall occur after inspection and acceptance of goods or completion of services and within 30 days after City's acceptance of
<br /> an invoice. If the City makes any deposit or progress payments to Contractor prior to acceptance of the goods or services,the City is granted title to
<br /> all work in progress and materials free of all encumbrances. In the event that the goods or services are rejected by the City,Contractor shall refund
<br /> the entire amount of the deposit or progress payments to the City. Contractor shall pay transportation charges to remove rejected goods.
<br /> 4. Warranty Against Defects. Contractor warrants all work and goods provided: a)shall meet all conditions of this Agreement;b)shall be free
<br /> from defects in design,material and workmanship;and c)shall be fit for the purposes intended. Contractor agrees to be solely responsible for the
<br /> correction of defects for 12 months following acceptance or standard warranty, whichever is longer. Contractor shall assist City with
<br /> manufacturer's compliance with any product warranty. City does not waive any warranty under the California Commercial Code.
<br /> 5, Indemnification. Contractor shall indemnify,defend and hold harmless the City and its agents,officers and employees against any and all claims,
<br /> costs,causes of action,losses,expense or other detriment or liability arising,or alleged to have arisen,from any acts or omissions of Contractor,its
<br /> agents,sub-contractors,officials or employees,in connection with the execution of the work covered by this Agreement,except for the sole
<br /> negligence or willful misconduct of City. This indemnification includes any claim that the materials or equipment provided under this Agreement,
<br /> or any tool,article or process used in manufacture of such tools or equipment,constitutes an infringement of any patent issued by the United States.
<br /> This entire indemnification provision shall survive termination or cancellation of this Agreement.
<br /> 6. Insurance. Contractor shall maintain at its own cost the following insurance coverage:
<br /> a. General Liability And Bodily Injury Insurance. Commercial general liability insurance for at least$1,000,000 combined limit for bodily injury
<br /> and property damage and provide that the City, its officers, employees and agents are named additional insureds under the policy. By
<br /> endorsement,the policy shall state that this insurance will operate as primary insurance.
<br /> b. Automobile Liability Insurance. Automobile liability insurance in an amount not less than$1,000,000 per person/per occurrence.
<br /> c. Workers' Compensation Insurance. Workers' Compensation Insurance and Employers' Liability Insurance in an amount not less than
<br /> $1,000,000 for all of Contractor's employees,including a waiver of subrogation.
<br /> d. Certificate Of Insurance. Contractor shall provide Certificates of Insurance and Endorsements stating that the insurance policies shall not be
<br /> suspended, canceled, reduced in coverage or in limits without providing thirty (30) days prior written notice by certified mail, return receipt
<br /> requested, to the City. In addition, Contractor shall provide thirty (30) days prior written notice to the City of any suspension, cancellation,
<br /> reduction of coverage or in limits of the insurance coverage required by this Agreement.
<br /> 7. Independent Contractor. The Contractor is an independent contractor. All personnel employed by the Contractor,including subcontractors,and
<br /> personnel of said subcontractors,are not and shall not be employees of the City.
<br /> 8. Termination. City may terminate this Agreement at any time and for any reason by mailing notice to Contractor at the address first stated above.
<br /> Contractor shall be paid for that portion of goods accepted or services completed when notice is received.
<br /> 9. No Assignment And Subcontracting. Contractor shall not assign or subcontract this Agreement.
<br /> 10. Waiver. A waiver of any breach of this Agreement shall not constitute a waiver of any other breaches of this Agreement.
<br /> 11. Compliance With Laws. Contractor shall comply with all laws,regulations and rules, including the city's business license ordinance and
<br /> applicable safety and environmental laws,regulations and rules. Contractor shall bear full and exclusive responsibility for any release of hazardous
<br /> or nonhazardous substances and disposal of hazardous wastes.
<br /> 12. Governing Law. This Agreement shall be governed by the laws of the State of California,with venue for any action under this Agreement
<br /> occurring in the Alameda County Superior Court or Federal District Court for Northern California.
<br /> 13. Labor Code/Prevailing Wages. Contractor shall comply with the applicable requirements of the California Labor Code,including but not
<br /> limited to hours of labor,nondiscrimination, payroll records,apprentices,Workers'Compensation and prevailing wages. Contractor shall post,at
<br /> each job site,a copy of the prevailing rate of per diem wages. The Contractor shall forfeit fifty dollars($50.00)for each calendar day or portion
<br /> thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by Contractor or by any
<br /> subcontractor.
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