Loading...
HomeMy WebLinkAboutAll Fence CompanyAGREEMENT THISAGREEMENT is made and entered into on the 8 day of June,2023 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and ALL FENCE COMPANY INC. (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: Provide fencing services including but not limited to repair, maintenance, and replacement. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: EXHIBIT A — Bid proposal from CONTRACTOR dated November 30, 2022 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 1, 2023 and shall be completed by September 30, 2023, u n less terminated pursuantto Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed fifty five thousand dollars and zero cents ($55,000.00) 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 mannerconsistentwith profession al/in dustry standards forth e area in which CONTRACTOR operates. TOWN is not responsible for paying for anyworkdone by CONTRACTOR or any su bcon tractor above and beyond the not to exceed amount. b. Town shall not reimburse forany of CONTRACTOR's costs or expenses to deliver anyservices/goods. Town shall not be responsiblefor 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 5 Short form Updated 4/28122 5. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmlessthe TOWN, its officers, agents and employees from anyand 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 underthis 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: i. 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 peroccurrence. 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 "endeavorto" 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 Town of Los Altos Hills Page 2 of 5 Short form Updated 4126122 Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons underthis 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 consentof the TOWN. No changes orvariations 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 anyother documents or materials, in electronicorany otherform, that are prepared or obtained pursuantto this Agreement and that relate to the matters covered hereundershall be the property of the TOWN. CONTRACTOR hereby agrees to deliverthose documents to the TOWN at anytime 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 u ntil 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 withoutprior written consentof both parties. All work products submitted to the TOWN pursuantto this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuantto 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 con sideration for said transferof copyright. CONTRACTOR retains the rightto use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Utility Engineering Manager and the City Manager as Contract Administrator for this Town of Los Altos Hills Page 3 of 5 Short form Updated 4128122 agreement. 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. i. 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 Agreementand notthe 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 Agreementthe day and year firstwritten above. CONTRACT COORDINATOR and representative for TOWN: Melissa Elian Assistant Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4126122 CONTRACTOR: By: 44, (,l%Q 06/08/2023 Sign ture Date Alyssa Webster, Office Manager Print name, Title TOWN qF-L-Aff-Ob-S)HILLS: By: Peter Pimejad ity Manager Date Page 4 of 5 AL -L f FFNcc COMPANV, INC. EXHIBIT A 1 1900 Spring Strect, Redwood City, California 94663.2410 (660) 369.4566 Pax.: (656) 369-4559 Calltornfa contractors License # 7322915 13IC13 www.AllFence.com TOWN OF LOS ALTOS HILLS 26379 WEST FREMONT ROAD LOS ALTOS HILLS, CA 94022 Job styi Grade of Post Slz( Depth of A Diatneter of Moles: l CLIENT NO 1921 DATE 11/30/22 PROJECT # 1921B3 TOWN OF LOS ALTOS FIELD. P3 2.7500 PURISSIMA ROAD LOS ALTOS HILLS, CA PHONE(650) 531-5123 CELL: k as Gates: r "VI >--g:2 Single Width )< 'Double Width -ZV0A_ Sliding Width Posts set In Corfcrete<D7 No cial Instructions: Spread -soil along fence line, not hauled away. ru e C". .:!- / 6 L 1_q 64 K�N I __ .4 ,, — •---) ® , , z O-- I ;l'- I X r.r Contractor: Date: wnor. 0 i wr rort Compt.E.Tv4 Or WORK: ,Within, j5 days alter execution of this agieornant, but not later than thirty (30) days, owner will have the job site ready for commonc,ornord of construction and shall thereafter QlYe Contractor notice (written or oral) to coinrhonco work coristtuction shall Comment illi) ten (10) days after such notice to contractor, and shall be completed within working days after commencement, subject to permissible dolqs hereinafter set forth I �, M E)ate:---- Owner: Date: To schedule your job, please sign this o9teementand return ,l la Us WorigWith a deposit Keep a copy for your records; UPu11 receipt of the stilmocont(vict and (lopc,;lt All Fence Company will schedule a Man data Permits are not iriclu(led unless othaowstl specified THIS OFFER IS VALID FOR 7 DAYS Calif rnla Mota 1.1conso Board Payment Is due upon completion. Past due accounLi will bp charged 1-1/2% per month, or 18% annually, Owners or agents have read the accompanying pages of this agreement. Please note clause 1: "EXTRA WORK". All Fence Company Is not responsible for unmarked underground utilities/facilities. A.3% convenience charge will be assessed for all credit card transactions.