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Home My WebLink AboutD&L Supply CompanyAGREEMENT THIS AGREEMENT is made and entered into on the 21 st day of December 2021 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and D&L SUPPLY COMPANY (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Furnish manhole lids (50 EA), flat gaskets, and glue for gaskets for manholes within limits of Town of Los Altos Hills. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Quote # 0000123778 from CONTRACTOR dated December 21, 2021 3. TERMS. The services and/or materials furnished under this Agreement shall commence February 1, 2022 and shall be completed by February 28, 2022, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed thirteen thousand five hundred thirty dollars and eight five cents ($13,530.85) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. Town of Los Altos Hills Page 1 of 4 Short form Updated 3/16/21 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Short form Updated 3/16/21 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion, or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of, the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non-exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Town of Los Altos Hills Page 3 of 4 Short form Updated 3/16/21 h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Daniel Liang Utility Engineering Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: By: Signature 12/23/2021 Date Brian Fisher, D&L Divison Manager Print name, Title TOWN OF LOS ALTO ILLS: By: d 3 iter Pirnejad, CityKanager, at Town of Los Altos Hills Page 4 of 4 Short form Updated 3/16/21 D & L Supply 4841 Paoli Loop Rd. American Canyon, CA, 94503 Phone: (707) 557-4525 SUPPLY COMPANY EM_MEN Sales Order Order No.: Customer Class: Order Date: Customer: Customer P0: 0000067210 CA 12/23/2021 CA-LOSALT BILL TO: SHIP TO: Town of Los Altos Hills Town of Los Altos Corp Yard 26379 Fremont Road 27400 Purissima Road Los Altos Hills CA 94022 Los Altos Hills CA 94022 United States of America United States of America A-1027-01: LOS ALTOS HILLS "S" CH 1 EP 1 BP Phone: (650)947-2512 REQUESTED ON TERMS SHIPPING ZONE 2/28/2022 Net 30 FOB POINT SHIPPING TERMS SHIP VIA NO. ITEM WHSE QTY. SHIPPED B/O Ext Wgt PRICE AMOUNT 1 A-1027-01: LOS ALTOS HILLS "S" CH 1 EP 1 BP CA 20.00 0.00 20.00 3,100.00 234.80 4,696.00 transportation charges. Material subject to inspection. No COVER, 135 lbs. Made in USA, asphalt dipped, stock returns accepted on material purchased in the previous calander year. item. Paae: 1 of 1 2 A-1127-01: LOS ALTOS HILLS "S" CH 1 EP 1 BP CA 30.00 0.00 30.00 4,110.00 231.78 6,953.40 COVER, 152 lbs. Made in USA, asphalt dipped, stock item. 3 MISCCHARGE-C: Flat Gasket CA 50.00 0.00 50.00 0.00 12.00 600.00 4 MISCCHARGE-C: Glue for Flat Gasket CA 10.00 0.00 10.00 0.00 15.00 150.00 NOTE: Freight included on above items. Total Weight: 7,210.00 Terms and Condistions of Sale Sales Total: 12,399.40 *Pricing is based on quantities and markings listed. Any Less Discount: 0.00 changes will require a quote. *Taxes and shipping costs may Tax Total: 1,131.45 apply. *Any items installed in the field are Non-refundable. Total (USD): 13,530.85 *Items quoted as "Non -Stock" are Non-refundable. *Any items quoted as "Stock items" are subject to a restock fee plus any transportation charges. Material subject to inspection. No returns accepted on material purchased in the previous calander year. Paae: 1 of 1 • i !:! J�!:!:!:!:!:!:... E- iOXW :!!� • 1 lm`