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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 />I. 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 tenns of this Agreement shall prevail.
<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.
<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. Tennination. City may tenninate 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 />I 0. 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.
<br />DocuSign Envelope ID: 4DED5366-96C1-41A2-86B3-833DB8894901
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