HomeMy WebLinkAboutO.Nelson & Son (18)AGREEMENT
THIS AGREEMENT is made and entered into on the daffy of , 2017 by and
between; the TOWN OF LOS ALTOS MILD (hereinafter referred to as "TOWN") and
?.Nelson & Son (hereinafter referred to as "CONTRACTOR"), In consideration of their
mutual covenants, the parties hereto agree as follows;
9ONTRACTOR. Shall provide or furnish the following specified services and/or
Replace wood rail at Elena Road
2. M&M, The following attached exhibits are hereby Inoorporated into and made
a part of this Agreement,
Proposal from CONTRACTOR dated May 31, 2017
3, Tho services and/or materials furnished under this Agreement shall
commence and shah be completed by , unless terminated
pursuant to Section 5(f}.
4. �01V!PgNS6—IOU. For the full performance of this Agreement;
a. TOWN shall pay CONTRACTOR an amount not to exceed two ihousand three
hundred nlr*ty-five dollars and Zero, cents ($2,395,00) within thirty-five (36) days
following mpiation/delivery of services/goods as detailed in Sections 1, 2, and
3 of this Agreement and only upon satisfactory delivOryloompletion of
goods/services In a manner consistent with professional/industry standards for
the area In whlch CONTRACTOR. operates. TOWN is not responsible for paying
for any work dons by CONTRACTOR or any sk4bcontractor above and beyond
the net 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 forcfWomployooslagentsi
subcontractors to ensure delivery of goods/servkes within the terms of this
Agreement, TOWN will not ar pt or compensate CONTRACTOR for
Incomplete goods/services,
Twm or Lao Alto HIT Pagel or 4
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S. GENERAL M ANCA NCITICIITS.
HOLD HARMLESS, CONTRACTOR agrees to Indemnify, defend and hold
harmless the TOWN, its oftl rs, agents and employees from any and all
demanda, claims or liaihillhy 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 Indemnitor, defend and void 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 neglont performance man of
CONTRACTOR under this Aagr emont.
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.
Ill. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE
INSURANCE, General Liability and Property Damage Combined,
$1,000,DOO.00 per occurrence Including comprehensive form,
personal Injury, broad form personal damage, contractual and
premisostoperatIon, all on an occurrence basis. if an aggregate limit
exists, it shall apply separately or be no leas than two (2) times the
occurrence limit.
ill. 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 can the
certificate should rot 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,"
vl. CERTIFICATIZ OF INSURANCE: Prior to commencement ement of services,
evidence of Insurance coverage must be shown by a property
executed certificate of Insurance and it shall name "" Town of Los
Altos Mills, its elective and appointed officers, employees, ,and
volunteers" as additional insureds,
Viii. To prevent delay and ensure compliance with this Agreement, the
Insurance certificates and endorsements must be submittod to:
Town of Los Altos HIIis - Contrauw
26379 Fremont Road
Laos Altos Hills, CA 04022
Tamm of Los Aftoo HJU
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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 shell be an independent contractor and CONTRACTOR W not
authorized to bind the TOWN to any contracts or Cather obligations without the
express written consent of the TOWN. In executing this Agreement,
CONTRACTOR certifies that no one who has or will have any financiat Interest
under this Agreement is an officer or employee of TOWN,
a. CHANGES, This Agreement shalt 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 (T)
days written notice to CONTRACTOR. Monies owed for work satisfactorily
completed stall by paid to CONTRACTOR within 14 days of termination.
g. RECORDS. All reports, data, maps, models, charts, studies, survoys,
calculations, photographs, memoranda, plans, studies, specificattions, records,
files, or any other documents or materials, In aiectronic or any other forma, that
are prepared or obtained pursuant to this Agreement and that relate to the
matters oovered 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 ally for the TOWN and are not
necessarily suitable for any future or other use, Failure by CONTRACTOR to
doliver Ome, documents to the TOWN within a reasonable time period or as
specified by the TOWN shell 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 produce submitted
to the TOWN pursuant to this Agreement shall be deemed a "work for hire."
Vpon submission of any work for hire pursuant to this Agreemotyt, and
acceptance toy the TOWN as complete, no"xclusive tit'Io to copyright of said
work for hire shall transfer to the TOWN. The cornpensatlan recited in SerUon 4
shall be deemed to ire sufficient consideration for said transfer of rrapydght.
CONTRACTOR retains the right to use any project records, documents and
materials for marketing of their professional services.
TOVM of Loo ARDS HIM Pine 3 of A
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h. ENTIRE AGREEMENT, This Agreement represents the entire agreernent
between the Parties. Any AMNUAles or disputed terms between this Agreement
and any attached Exhibits shall be interpreted acoordIng to the language In this
Agreement and not the Exhibits.
6. MQ19-IN—Q. Send all Invoices to the contract coordinator at the address below.
This Agreernent shall become offective Upon its OPPrOval and Oxftutlon by TOWN. In
witness whereof, the parties have executed this Agreement the day and year ftst
written above.
CONTRACT COORIDINATOR and
representative for TOWN:
Allen Chen
Public Works Director
Town of Los Altos Hills
2e379 Fremont Road
Los Altos Hills, CA 94022
Town of Los Alto Hws
TOWN OF L0181 ALTO LIS:
V�
By:
Carl Cahill,
hill, 04 Man Date
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