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HomeMy WebLinkAboutGarden GroupAGREEMENT THIS AGREEMENT Is made and entered into on the 14 day of September, 2022 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Garden Group (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: Demolition of existing area and construction of a seat wall and sculpture footing for a new sculpture to be installed at the Town Hall parking lot. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated April 21, 2022 3. TERMS. The services and/or materials furnished under this Agreement shall commence 09/14/22 and shall be completed by 12/31/22, 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 sixty thousand dollars and zero cents ($60,000), 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. 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. 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. f. 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 Town of Los Altos Hills Short form Updated 4/26/22 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 end nd 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, h, CONTRACT ADMINISTRATION, The TOWN hereby designates Management Analyst 11 and the City Manager as Contract Administrator for this agreoment, The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR, The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. 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 t , his 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: Cody Einfalt Management Analyst 11 Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: By: Signature Date RA "fes gl-Lrc �a-t4l �rint �name, Title TOWN S 1' S HILLS: By: /A X4 ; Peter Pirnejad, ity Manager ba Town of Los Altos Hills Short form Updated 4/26/22 To: Los Altos Hills Town Hall Sculptures 26397 Fremont Road Los Altos Hills, California 94022 Estirnate Doscription Rate Quantity Demolition $3,600.00 1 Sculpture footing $8,950.00 1 Sit wall $19,800.00 1 Gradient and drainage $2,600.00 1 Gravol paths $6,600.00 1 Irrigation $1,550.00 1 Planting $1,900.00 1 Lighting $2,600.00 1 Mulch $285.00 1 101% increase for materials $4,780.00 Garden Group 14542 Rarnstad Drive SanJoso, CA 95127 408-829-1648 cbto rres6O@ yahoo. co rn Prepared On April 21, 2022 Expiration Date April 29, 2022 Estimate # 14141 Tax LincTotal $3,60().00 $8,950m $19,800.00 $2,600.00 $6,600.00 $1,550.00 $1,900.00 $2,600.00 $285.00 $4,7130,00 E-stinnate Total USD $52,665.00 ESTIMA l -E NOTES: Please know that anything not mentioned in this estimate is riot included even it it was diSCUssed. Make sure to double check the estimate before accepting it and moving forward with the job.