9/21 Page 1
MATERIALS SUPPLY AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of March 2022 between Truck Site ("Supplier") and the CITY OF SAN PABLO, a municipal corporation ("City").
RECITALS
A. Supplier is qualified and experienced in providing services for the purposes specified in this Agreement.
B. City finds it necessary and advisable to obtain these services from Supplier for the purposes provided in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Supplier agree as follows:
1. Materials and Supplies to be provided. The materials and supplies to be provided under this Agreement are quote #4003 as further described in Exhibit A, which is the Supplier’s bid, which is attached and incorporated to the extent consistent with this Agreement.
2. Compensation. The total compensation under this Agreement shall not exceed One Hundred and Ten Thousand dollars ($110,000), with the details set forth in Exhibit A, which is attached and incorporated to the extent consistent with this Agreement.
3. Term. The term of this Agreement will expire on June 30, 2022.
4. Method of Payment. Payment shall be made within thirty (30) days of receipt of Supplier's invoice and approval by City. Delivery of any goods shall not constitute acceptance of any goods.
5. Indemnification. Supplier shall indemnify, save and hold harmless from and defend the City, its officers, agents and employees, against any and all claims, costs, demands, causes of action, suits, losses, expense or liability arising from, or alleged to have arisen, from any acts or omissions of Supplier, its agents, sub-contractors, officials or employees, in connection with the execution of the work covered by this Agreement, as it may be amended, except for the sole negligence or willful misconduct of City. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used in manufacture of such materials or equipment, constitutes an infringement of any patent issued by the United States. This entire indemnification provision shall survive termination or cancellation of this Agreement.
6. Insurance. During the term of this Agreement, Supplier shall maintain at its own cost and expense the following insurance coverage against claims for injuries to persons 9/21 Page 2
or damages to property that may arise from or in connection the performance of the work under this Agreement and the results of that work by the Supplier, its agents, representatives, employees or subcontractors, with insurers with an A.M. Best's rating of no less than A:VII unless otherwise accepted by the City in writing:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if Supplier has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
c. Workers' Compensation Insurance. as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
For services deemed public works, by signing this agreement, Supplier is certifying, pursuant to Section 1861 of the California Labor Code, that: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract."
d. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Supplier including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Supplier’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used).
ii. Primary Coverage. For any claims related to this contract, the Supplier’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Supplier’s insurance and shall not contribute with it.
iii. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
9/21 Page 3
iv. Waiver of Subrogation. Supplier hereby grants to City a waiver of any right to subrogation which any insurer of said Supplier may acquire against the City by virtue of the payment of any loss under such insurance. Supplier agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
v. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Supplier to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
e. Certificate of Insurance and Endorsements. Supplier shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Supplier’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
f. Subcontractors. Supplier shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited to naming additional insureds.
g. Higher limits. If the Supplier maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Supplier. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
7. Independent Contractor. At all times during the term of this Agreement, Supplier shall be an independent contractor and shall not be an employee of City. City shall have the right to control Supplier only insofar as the results of Supplier 's services rendered pursuant to this Agreement and other requirements set forth in the bid or contract documents; otherwise City shall not have the right to control the means by which Supplier accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Supplier and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
9/21 Page 4
8. Warranty Against Defects. Supplier warrants all work done and goods provided under this Agreement shall: a) meet all conditions of the Agreement; b) shall be free from all defects in design, material and workmanship; and 3) shall be fit for the purposes intended. If any defects occur within 12 months following acceptance or any longer period of time provided by Supplier’s or manufacturers standard warranty, Supplier shall be solely responsible for the correction of those defects.
9. Notices. This Agreement shall be administered by Roman Korchevoy ("Contract Administrator"). Any formal written notice to Supplier shall be sent to:
Truck Site
1317 Vinci Avenue
Sacramento, CA 95838
Any formal written notice to City shall be sent to:
City Manager, City of San Pablo
San Pablo City Hall
1000 Gateway Avenue
San Pablo, CA 94806
10. Federal Funding Requirements (if applicable). If this Agreement is subject to federal funding, in whole or in part, it must comply with the uniform federal award procurement requirements set forth in 2 CFR §§ 200.318 – 200.326, as may be amended from time to time, and contain the applicable provisions described in Appendix II to Part 200 – Contract Provisions for non-Federal Entity Contracts Under Federal Awards, which are attached to this Agreement as Exhibit C.
This Agreement is subject to federal funding. See Exhibit B. □ This Agreement is not subject to federal funding. X
11. Miscellaneous Provisions.
a. City may terminate this Agreement at any time for cause or for convenience by mailing a notice to Supplier. Supplier shall be paid for that portion of goods deemed acceptable by City, excluding goods deemed unacceptable or defective, when notice is received. Supplier may not terminate this Agreement.
b. Supplier shall not assign or transfer this Agreement.
c. City reserves all rights and remedies available under the law and pursuant to this Agreement. If either City or Supplier waive a breach of this Agreement, such waiver shall not constitute a waiver of other or succeeding breaches of this Agreement.
9/21 Page 5
d. This Agreement constitutes the entire understanding of the parties.
e. This Agreement may only be modified by a writing signed by the authorized representative of both parties.
f. Supplier covenants that it has obtained all certificates, licenses, including a City Business License, permits or the like required by any federal, state or local regulatory agency in order to perform the work under this Agreement.
g. Supplier shall comply with all federal, state and local laws, regulations and rules, including but not limited to applicable safety and environmental laws. Supplier shall bear full and exclusive responsibility for any release of hazardous or non-hazardous substances and disposal of hazardous wastes.
h. Supplier shall comply with current COVID-19 health orders issued by Contra Costa County Health Services at: https://www.coronavirus.cchealth.org/health-orders ;
including but not limited to social distancing requirements:
https://cchealth.org/coronavirus/pdf/2020-0331-Appendix-A-Social-Distancing- Protocol.pdf. Supplier shall comply with these requirements and contact City staff immediately if there is any issue with compliance. In addition, the City requires all contractors/consultants providing services at City facilities or City worksites to provide proof of COVID-19 vaccination, as well as comply with the City’s COVOD policies on- site.
i. The Supplier will permit the City to audit, examine and make copies of all contracts, invoices, payrolls and other documents or data relating to this Agreement. Such records shall be maintained for three years from the date of final payment under this Agreement.
j. This Agreement shall be governed by the laws of the State of California, with venue for any action under this Agreement in Contra Costa County, California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
9/21 Page 6
CITY OF SAN PABLO: SUPPLIER:
By: _______________________ By: __________________
Matt Rodriguez, City Manager Michael A. Leshinski
Title: President
By:__________________
Title:_________________
(Second signature required if a corporation)
ATTEST:
_____________________________________
Dorothy Gantt, City Clerk of City of San Pablo
APPROVED AS TO FORM:
______________________________
Lynn Tracy Nerland, City Attorney