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HomeMy WebLinkAboutShape, Inc. 10.13.2025AGREEMENT THIS AGREEMENT is made and entered into on the R3 lay of October, 2025 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Shape, 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: Purissima Lift Station, Dry Pit — Rebuild the existing Flygt 3152 pump (Serial No. 1770002) per scope of work described in Quote #129795 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Shape Incorporated Quote #129795 dated August 12, 2025 3. TERMS. The services and/or materials furnished under this Agreement shall commence October 1, 2025, and shall be completed by December 31, 2025, 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 Nine Thousand Three Hundred Twenty Six dollars and zero cents ($9,326.00) 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 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 4/26/22 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: 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 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. 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." v. 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. vi. 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 4/26/22 c ft 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 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. h. CONTRACT ADMINISTRATION. The TOWN hereby designates Utility Engineering Manager and the City Manager as Contract Administrator for this Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26122 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 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 Nick C haveZ.batq- lly signed by Nick Cavez a 2025.10.0210:3 31-07 '00' By: Signature Date Print name, Title � Aj K0 5 �`A- ME N titer Pirnejapl',�City Manager ►oI13 0-1 4.1, '� Q. Date Town of Los Altos Hills Page 4 of 4 Short form Updated 4/26/22 I NCO RPORATED a U17 Company - SANITATION 9 HYDRAULIC ® AND PROCESSING EQUIPMENT PLEASANTON SACRAMENTO STOCKTON 3825 Hopyard Road # 195 2356 Gold Meadow Way #270 119 Val Dervin Parkway # 2 Pleasanton, CA 94588 Gold River, CA 95670 Stockton, CA 95206 Phone (925) 485-9720 Phone (916) 309-4132 Phone (209) 234-5909 QUOTATION Page 1 of 4 TO: West Bay Sanitary District DATE: 500 Laurel Street QUOTE #: Menlo Park,, CA 94025 Qty —6-000000-3-6-22100 Item -------- ----------------------- DEC. Price JOB: LOCATION: ATTN: Lisandro Marquez PHONE: 02 EMAIL: 08-12-2025 129795 3152 Rebuild West Bay SD 3152 Rebuild SN 1770002 WE ARE PLEASED TO QUOTE ON THE FOLLOWING EQUIPMENT SUBJECT TO CONDITIONS PRINTED El F.O.B. FACTORY ON LAST PAGE HEREOF, THESE CONDITIONS MAY BE CHANGED ONLY BY A WRITTEN STATEMENT ® F.F.A. TO FIRST DESTINATION SIGNED BY AN OFFICER OF SHAPE, INCORPORATED. ---------------------------- Notes: 1. QUOTE IS VALID FOR 45 DAYS,, See attached TOCs for details 2. Price DOES NOT INCLUDE ANY APPLICABLE TAXES 3. Price INCLUDES Freight: F.F.A. 4. Price does not include: installation., equipment unloading, pipe, conduit, anchor bolts, guide bars/rails or any other items not listed. 5. ESTIMATED EQUIPMENT LEAD TIME: A) Pumps 12-14 WEEKS B) ACCESSORIES 10-12 WEEKS 4 Rebuild 3152.091-1826, 269 impeller, 23hp/460v/3ph, 4" discharge Line # Qty —6-000000-3-6-22100 Item -------- ----------------------- Unit Price Price 01 ---- ---- ----- - SPRINGCOMPRESSION SS $8.00 $48.00 02 6 0000003067301 - SCREW, HEX M6 SS $17.00 $102.00 03 1 0000003816100 - WASHER,SS $52.00 $52.00 04 1 0000004933906 - IMPELLER,C SH CODE 269 CI $2,812.00 $2,812.00 05 1 0000006018921 - KITAEPAIR BASIC+ $4,803.00 $4,803.00 06 1 0000003989202 - RING.WEAR STATIONARY BRASS $195.00 $195.00 07 8 Shop Labor Hours - Shop Labor Hours $135.00 $1,080.00 08 1 Oil/Prep/Hazmat Fee $129.00 $129.00 09 1 Freight Lot $105.00--o" $105.00 ---------- — - --------------------------------- -------- ------------- ----------------- Total for Above Equipment:.1 $9,326.00 Notes and Clarifications: Tore down pump for inspection. Lower seal failed, allowing water into oil housing. Impeller is worn and needs to be replaced. (Tax Rate 0.000%) Total Tax: $0.00 Grand Total: $9,326.00 ---------------------------- Notes: 1. QUOTE IS VALID FOR 45 DAYS,, See attached TOCs for details 2. Price DOES NOT INCLUDE ANY APPLICABLE TAXES 3. Price INCLUDES Freight: F.F.A. 4. Price does not include: installation., equipment unloading, pipe, conduit, anchor bolts, guide bars/rails or any other items not listed. 5. ESTIMATED EQUIPMENT LEAD TIME: A) Pumps 12-14 WEEKS B) ACCESSORIES 10-12 WEEKS 4 QUOTATION FOR SHAPE, INC. Page 2 of 4 SHAPE, INC. Danielle Peterson - dpeterson@shapecal.com QUOTATION DOES NOT INCLUDE ANY SALES OR USE TAX PAYABLE UNDER ANY STATE OR FEDERAL STATURE. THIS QUOTATION PRICE IS FOR MATERIAL LISTED ABOVE. ANY ADDITIONS OR MODIFICATIONS THAT BECOME NECESSARY FOR APPROVED SUBMITTALS, UPON AWARDING OF THIS CONTRACT, MAY RESULT IN NECESSARY PRICE CHANGES. NOTE: ITEMS NOT SPECIFIED ON THIS QUOTATION ARE NOT INCLUDED IN OUR PRICE AND ARE TO BE SUPPLIED BY OTHERS. PRICES ARE FOR IMMEDIATE ACCEPTANCE AND SUBJECT TO CHANGE WITHOUT NOTICE. SALE SUBJECT TO MANUFACTURERS STANDARD TERMS AND CONDITIONS. 30% RE- STOCKING FEE. SHAPE STANDARD TERMS AND CONDITIONS ACCEPTANCE Page 3 of 4 The following Terms and Conditions are an integral part of the offer to sell the equipment and/or services offered in this proposal. When the BUYER signifies acceptance of this quotation by submission of a Purchase Order or signed SELLER Quotation, it shall become a binding contract when accepted and signed by an authorized signer of the SELLER. Any changes or amendments to this proposal made by the BUYER must have SELLER's approval in writing to become a part of this contract. These Terms and Conditions and the accompanying Purchase Order or signed SELLER Quotation shall comprise the entire agreement between the parties and no course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this contract. Unless stated otherwise, the terms and conditions of the manufacturers listed herein will apply to this quotation Any attachments or listed documents are considered a part of this quotation and are made part of the agreement. Quote is firm for thirty (30) days unless otherwise stated on the face of the attached quotation. APPROVAL DRAWINGS All items listed are based on SELLER'S interpretation of the requirements in accordance with the plans and specifications. Any preliminary drawings or literature attached to our quotation are for illustration purposes only to show approximate arrangements. Specific drawings and submittal data will be furnished for approval as required after receipt and acceptance of the BUYER'S order. Any submittal or manuals when provided by SELLER will be in the form of a PDF electronic file only. Any form of media beyond the electronic file would be the responsibility of BUYER. Fabrication of products or equipment ordered will not begin until approval and direction to proceed is received in writing. No warranty is made regarding quantities, materials of construction or type of materials quoted. Operation, installation, and maintenance of materials quoted are the responsibility of the OWNER or CONTRACTOR. DELIVERY Any shipment or delivery date recited represents our best estimate, but no liability, direct or indirect, is assumed by SELLER for failure to ship or deliver on such dates. Unless otherwise directed, SELLER shall have the right to make early or partial shipments and invoices covering the same to BUYER shall be due and payable in accordance with payment terms hereof. FOB shall be origin unless stated otherwise on the front of these Terms and Conditions. Delivery schedule(s) will be contingent on supply -chain availability and variability for material components, therefore, lead-times are subject to change without notice. Published weights are careful estimates but are not guaranteed. SELLER will endeavor, insofar, as it is possible, to comply with shipping instructions specified by the Purchaser. However, SELLER reserves the right to ship merchandise by such means of transportation as it may select. The manufacturer will ship the equipment via best way. Demurrage shall be billed to the account of the Purchaser. DAMAGE CLAIMS: Care is taken in packaging all shipments. After BUYER has been given the receipt by the transportation company, all claims for breakage or shortages, whether concealed or obvious, must be made in writing by the BUYER to the carrier and SELLER within seven (7) days after receipt of shipment. When damage or shortages are obvious, written comments on the bill of lading are required before the driver is released.. RETURNED PRODUCTS: In no instance is equipment to be returned without first obtaining SELLERS written approval and returned materials authorization. If shipment is postponed at the request of the purchaser after manufacturing has been commenced, payment will be due on notice from us that the equipment is ready for shipment. Pro rata payments shall be made for partial shipments. STORAGE Any item of the product on which shipment is delayed by BUYER may be placed in storage by SELLER at BUYER'S expense and risk. If a delay in shipment is requested by BUYER after an order has been entered and accepted: a. No charge will be made if the request for delay is made more than six (6) weeks before acknowledged shipping date and the requested delay is for a period not in excess of thirty (30) days. b. A charge will be made if the requested delay exceeds a period of thirty (30) days or if the request is made within six (6) weeks of the acknowledged shipping date. SELLER will advise BUYER of the charge within ten (10) days of receiving BUYER'S request for delay. c. If the product is within six (6) weeks of the acknowledged shipping date, then SELLER has the option of completing, invoicing and storing the product and charging one and one-half percent (1.5%) per month, or the maximum percentage permitted by law, whichever is lesser, of the established price for such product, plus storage cost. PAYMENT Payment terms, upon credit approval, are of net thirty (30) days from the date of each invoice for material shipped (or when ready for shipment if shipment is deferred by BUYER) unless stated otherwise on the face of the attached quotation. Flow down provisions are not accepted and shall not be enforceable against SELLER. Retention is not allowed. In the event any payment becomes past due, a charge of one-half percent (1.5%) will be assessed monthly. These terms are completely independent from, and not contingent upon, when BUYER receives payment from the OWNER. A processing fee of up to four percent (4%) will be added for credit card payments. All merchandise sold is subject to lien laws. Partial or final payment shall constitute acceptance of delivered materials, products, or equipment. FORCE MAJEURE Neither Party will be liable for any failure or delay in performing an obligation under these Terms and Conditions that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder. TAXES AND BONDS Taxes and bonds are NOT included in our pricing. Any applicable taxes or bonds will be added to the price and shown separately on each invoice. All prices exclude sales, use, duties, excise, and other taxes in respect to manufacture, sale, or delivery, all of which are to be paid by the buyer unless a proper exemption certificate is furnished. BUYER agrees to reimburse our company for taxes SELLER must pay on BUYER'S behalf. PRICE ESCALATION and/or MATERIAL DEPOSITS If between the proposal date and actual procurement and through no fault of the SELLER, the relevant cost of labor, material, freight, brokerage fees, tariffs, and other SELLER costs combined relating to the contract increase, then the contract price shall be subject to escalation and increased accordingly. If required by the BUYER, increase shall be verified by documentation and the amount of contract price escalation shall be calculated as either the actual increased cost to the Seller or, if agreed by the Parties, the equivalent increase of a relevant industry recognized third -party index. SELLER shall undertake good faith efforts to obtain savings in its procurement of materials to avoid escalation costs. BUYER shall cooperate with SELLER in such efforts to obtain such cost savings. SELLER shall contemporaneously track any escalation costs. CLAIMS AND BACKCHARGES BUYER agrees to examine all materials immediately upon delivery and report to SELLER in writing any defects or shortages noted no later than ten (10) days following the date of receipt. The parties agree that if no such claim is made within said time, it shall be considered acceptable and in good order with respect to any defect or shortage which would have been revealed by such an inspection. In no event will SELLER be responsible for any charge for modification, servicing, adjustment or for any other expense without written authorization from SELLER prior to the performance of any such work. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR Page 4 of 4 SHAPE STANDARD TERMS AND CONDITIONS 2 ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF A DELAY IN OR FAILURE OF DELIVERY, DEFECTS IN MATERIAL AND WORKMANSHIP AND/OR FAILURE OF GOODS TO PERFORM TO APPLICABLE SPECIFICATIONS, DRAWINGS, BLUEPRINTS OR SAMPLES AS SET FORTH OR DESCRIBED HEREIN, IF ANY, OF A BREACH BY SELLER OF ANY OTHER TERM OR OBLIGATION OF SELLER UNDER THE CONTRACT. No penalty clauses of any description will be effective unless approved in writing over the signature of a principal of SELLER. Under no circumstances shall SELLER be liable for any consequential, special or incidental damages, including liquidated damages, arising from any breach by it in this transaction, AND ALL SUCH CONSEQUENTIAL, SPECIAL AND INCIDENTAL DAMAGES, INCLUDING LIQUIDATED DAMAGES, ARE EXCLUDED FROM ANY REMEDIES AVAILABLE TO THE BUYER. SECURITY INTEREST & TITLE Until all amounts due SELLER have been paid in full, SELLER shall retain a security interest in the product and have all rights of a secured party under the Uniform Commercial Code and applicable law, including the right to repossess the product or equipment without legal process and the right to require the BUYER to assemble the equipment and make it available to SELLER at a place reasonably convenient to both parties. WARRANTY Equipment and parts not manufactured by the SELLER carry only the warranty of the manufacturer of said parts. SELLER does not make any express or implied warranty for equipment and/or parts it did not manufacture. Credits for defective material and workmanship in said equipment and/or parts are only in accordance with the underlying company policy of the manufacturer. SELLER makes no warranty whatsoever with respect to any equipment and/or parts as to their merchantability or fitness for a particular purpose. It is further agreed that the SELLER assumes no liability whatsoever for failure of equipment due to normal usage and wear. INDEMNIFICATION To the fullest extent permitted by the law in which the project is located, BUYER and SELLER shall indemnify and hold one another and their respective employees and agents harmless from and against all claims, damages, losses, liabilities, actions, causes of action, demands, fines, penalties, judgments, costs, and expenses, including but not limited to attorneys' fees, court costs, expert fees and costs, arising out of or resulting from BUYER's or SELLER's own negligent acts, omissions or misconduct, to the extent such negligence is covered by BUYER's and SELLER's respective insurance policies. In the event any third party asserts against SELLER a claim for patent infringement, royalties or licensing fees with respect to BUYER's use of the products, materials, or equipment provided hereunder, BUYER agrees to indemnity SELLER for all liability damages, costs and expenses in connection therewith. CANCELLATION Buyer may cancel this contract only in writing signed by BUYER's duly authorized agent and acknowledged in writing by SELLER's duly authorized agent. Should this order be cancelled, BUYER shall be obligated to pay for the level of work performed and products shipped. Work performed includes any engineering, calculations, preparation of submittals, drawings, and/or travel to job site in relation to this order. In addition to any other remedies provided under these Terms and Conditions, SELLER may terminate this contract with immediate effect by providing signed, written notice to BUYER, if BUYER: (i) fails to pay any amount when due under the contract and such failure continues for 30 days after BUYER's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings in bankruptcy, receivership, reorganization or assignment for the benefit of creditors. FIELD WORK Unless specifically stated on our quotation, installation, start-up service, field testing, supervision, operation, and training are not included in our pricing of product. In the event that SELLER or any of its employees or agents do perform work or services on-site at the project's location, BUYER agrees to hold SELLER and its employees or agents harmless for any injuries or damage to property caused by their acts or omission, except to the extent said injuries or property damage arise from gross negligence or intentional misconduct. MODIFICATIONS This contract can be modified only in writing which specifically states that it amends these Terms and Conditions and is signed by both parties and their duly authorized agents. It is further agreed that this contract shall not be modified in any respect except in writing signed by the party and their duly authorized agent against whom the modification is sought to be enforced. AUTHORITY OF SELLER'S AGENTS No agent, employee or representative of the SELLER has any authority to bind the SELLER to any affirmation, representation or warranty concerning the goods sold under this Contract, and unless an affirmation, representation or warranty made by an agent, employee, or representative is specifically included within this written contract, it shall not be enforceable by the BUYER. NO THIRD -PARTY BENEFICIARIES This contract is for the sole benefit of BUYER and SELLER and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions. GOVERNING LAW All matters arising of or relating to the contract or the Terms and Conditions shall be governed by and construed in accordance with the laws of the state in which the project is located. DISPUTE RESOLUTION In the event of any dispute between BUYER and SELLER arising out of the terms of the contract and these Terms and Conditions, such dispute shall be decided by arbitration administered by the American Arbitration Association in accordance with the then -prevailing Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. BUYER and SELLER mutually agree that any dispute involving claims valued at or above $1,000,000.00 shall be heard by a panel of three (3) arbitrators. The venue for all arbitration proceedings shall be the State of California. The foregoing agreement to arbitrate shall be specifically enforceable in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court of competent jurisdiction. SEVERABILITY The partial or complete invalidity of any one or more provisions of these Terms and Conditions shall not affect the validity or continuing force and effect of any other provision. If any provision is invalid, in whole or in part, the provision shall be considered reformed to reflect the intent thereof to the greatest extent possible consistent with applicable law. ASSIGNMENT — DELEGATION No right or interest in this Contract shall be assigned by the BUYER without the written permission of the SELLER, and no delegation of any obligation owed, or of the performance of any obligation by the BUYER shall be made without the written permission of the SELLER. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Los Altos Hills Pur ssima Pump Station UV'ork Perfarmed July 07,,2025 Weekly 'Inspection recorded pump run hours. • Tested ATS and Generator • Checked the amps and Melts all four pumps. All OK • Removed branches and leaves. July 14, 2025 Weekly inspection recorded pump run hours. Tested high and low water alarm floats. Tested alarm machine Removed branches and leaves. July 16., 2025 0 Performed yearly m'inspection nspection on all four pumps. 0 Pulled both dry pit pumps from volute to inspect impeller and wear rings, 6 Pulled both i ilates. pec. impeller and wear, p Q pumps n wet well to ins # Checked oil level and condition on all four purripso # Inspected dry 'inspection port on all bour pumps. Checked amp draw on all four pumps- all within range.. Exercised gate valves in. valve pit. vacuumed motor- control center Tested fans- and heaters in motor control center Inspected and cleaned genset Sitnulated alarm machine ower outage- alarm machine workihg Properiv Replaced pump #7. in dry pit after discovering oil was dark, indicating a faulty seal. Pump was replaced with. a spare rebuild pump owned by Los Altos Hills,, Existing. pump hauled away by the pump vendor,, awaiting rebuIld quote., Thepump station and All its componentsare in good worklngorder. July 1, 2025 0 Weekly *Inspection recorded pump run hours. 0 Cleaned ultrasonic head. # Removed branches and leaves.