The URL can be used to link to this page

Home My WebLink AboutXylem Water Solutions (2)AGREEMENT TMS AGREEMENT is made and entered into on the day of 1 2014 by s and beitween the TOWN OF LOS ALTOS HILLS (hereinafter referre to a"TOWN") and Xylem Water Solutions USA, Inc, Fl t Products (hereinafter referred to as "CONTRACTORI. In consideration of their mutual covenants, the parties hereto agree ,as follows: I I 1. CONTRACT R. Shall provide or furnish the following specified services and/or materials: 1) Pump Service for the Purissima Lift Station 2.. EXHIBIT . The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR dated May 5., 2014 Is 1 Ag 3. TERMS . The ervices and/or matenals furnished under this reement shall commence d shall pleted by unless terminated 15or " / ancom5/5 f pursuant to Sebtion 5 . 4. !QMPENSAT For the full performance of this Agreement., a, TOWN shall pay CONTRACTOR an amount not to exceed One thousand one hundred forty-three dollars and zero cents ($1,143.00) Within thfirty (30) days f6flowing receipt of invoice and com- plet"on/del" r rV1 I ivey of se "ces/gooddetailed 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 COTR ACTOR'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 for pes/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 I of 4 short ftm UpMed 41MO 5. GEli EMLTERMS AND UIONS. 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, CONTRACTO'R agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or Il .billy of any nature 'to the extent caused by the negligent performance of CONTRACTOR under this Agreement. h® 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. ii. 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 prem I ises/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. ffi. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1 000,000.00 aggregate. 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 obligatlion or liability of any kind upon the company, its agents or representatives,," vi. CERTnCATE OF INSURANCE-. Prior to commencement of servicesT 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 addiflonal insureds, iii. i To prevent delay and ensure compliance with this Agreement., the insurance certificates and endorsements must be submitted to, Town of Los Altos H ills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Page 2 of 4 Shod foo Updated 4123110 c. NON-DISCR IMI NATION. No discdmination shall be made in the employment of persons under this Agreement because of the race, color, national origin, gage, 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 of icer or employee of TOWN. e. CHANGES, This. Agreement shall not be assigned or transferred m6thout advance wriften consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the it 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 wmitten notice to CONTRACTOR, Monles owed for work satisfactonfly completed shall be paid to CONTRACTOR within 14 days of termination, g. RECORDd. 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 matedals, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not neoessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN Vithin 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 preflminary 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 suffl(;jent ec)nsideration for said transfer of copyright. CONTRACTOR retains the right to use any project 'records, documents - and materials for marketing of their professional serAces. Town of Los Altos Hills Page 3 of 4 shmt form VpdaldfJ4123110 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 rep resent ative for TOWN: Richard Chiu Public Works Director Town of Los Altos Hills 26379 Fremont Road - Los Altos Hills, CA 94022 Town of Los Altos Hills 6had form Updated 4=10 CONTRACTOR: BY: Signature Data JA JAAA Print name, Title TOWN OF LOS ALTOS HILLS: By: dEf"I Cahill, City Manager a Page 4 of 4 0 xylem May 5, 2014 TOWN OF LOS ALTOS HILLS 26379 FREMONT RD LOS ALTOS HILLS CA 94022 Re: Town of Los Altos Hills - Field Service Xylem Water Solutions USA, Inc. Flygt Products 790-A Chadbourne Rd Fairfield, CA 94534 Tel (707) 422-9894 Fax (707) 422-9808 Quote # 2014-FFB-0231 Based on your request, I am proposing the following item(s) for your review. The details are as follows: Field Service Qty Part Number Description Unit Price Extended Price 8 14-69 98 14C LABOR, MOBILE-CASF-NO TAX $ 137.00 $ 11096.00 Total Project Price $ 11096.00 Freight Charge $47.00 Total Project Price $ 1,143.00 Incoterm: 1 FCA - Free Carrier Named Placed: 02 - US WH/ Factory Incoterms 2010 clarify responsibility for costs, risks, & tasks associated with the shipment of goods to the named place. Taxes: State, local and other applicable taxes are not included in this quotation. Validity: This Quote is valid for thirty (30) days. Terms of payment: Net 30 Standard Warranty: Standard warranty terms apply to the items in this quotation, per the attached Xylem Water Solutions USA, Inc. Warranty. Terms & Conditions: Attached please find our Standard Terms & Conditions of Sale that apply to this order. Customer Acceptance: A signed facsimile copy of this quote is acceptable as a binding contract. Page 1 of 2 &xylemgond Signature: Name : Company/Utility: Address: (PLEASE PRINT) Email: Date: Phone PO#: Fax: Thank you for the opportunity to provide this quotation. Please contact us if there are any questions. Sincerely, John Mau pin Tiyana Nakasone Aftermarket Direct Sales Technical Inside Sales Phone: 707-430-0181 Phone: (707) 430-0171 Cell: 707-317-4707 john.maupin@xyleminc.com tiyana.nakasone@xyleminc.com Page 2 of 2 VC a:.xytem brand