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HomeMy WebLinkAboutContract - Arrow Sign Company - Manufacture and install three directional signsScope of Work AmountPageof Job Name Job Address City,State,Zip Job Contact Phone No. Customer P.O. Customer Name Customer Address City,State,Zip Cust.Contact Phone No. Date Sales Representative Customer Email NOTE:Permits,Licenses,Inspections and Traf fic Control will be additional at time and material per the terms on the reverse side of this order. NOTE:Primary wiring to sign location to be by others.Primary Power to be Title 24 compliant as required by Government Agencies and per terms on reverse side of this order. The terms on the reverse side are a part of this agreement and Buyer,by executing this agreement,acknowledges acceptance of these terms. Payment To Be Made As Follows:Sub Total: Tax: Total Price: SELLER:ARROW SIGN COMPANY Sales Representative ACCEPTED:ARROW SIGN COMPANY By: Executive Officer Date of Acceptance: BUYER: Individual CorporationPartnership By: Title: Date: GUARANTEE:For value received,I or we the undersigned,jointly and severally,hereby absolutely and unconditionally guarantee prompt payment by Buyer of all monies due and payable under the foregoing Order,at the dates and for the purposes therein stated,and the performance of all other undertakings by Buyer as therein provided,including reasonable attorney’s fees.As Guarantor(s)it is understood that the obligations herein provided shall be binding upon and enforceable against the heirs,assigns,successors and personal representative of each of the undersigned.Each undersigned agrees that no notice of acceptance by Seller of the Guarantee shall be required of Seller;waives notice of any default and consents to any changes or modifications hereafter made by Seller and Buyer. Date:By Guarantor Date:By Guarantor Contractors are required by law to be licensed and regulated by the Contractors’State License Board.Any questions concerning a contractor may be referred to the Registrar,Contractors’State License Board,9835 Goethe Road,Sacramento,CA 95827.Mailing Address:P.O.Box 26000,Sacramento,CA 95826. Rev.6/18 City of Gilroy 7351 Rosanna Street Gilroy, CA95020 Rachelle Bedell 408.846.0443 Rachelle.Bedell@cityofgilroy.org 11/7/24 Rene Reyes 1 2 Manufacture and install three (3) directional signs. Direct footing - Softscape surfaces. Contract assumes prevailing wage. Pricing subject to change pending final scope following technical survey and engineering. All work to be completed as per customer approved Arrow Design #41004. Note: Due to current market volatility on plastic and metal materials, if at time of material purchase a price increase occurs due to supply constraints that are outside of Arrow's control, a price increase to Arrow's contract may occur that will only reflect additional cost incurred to purchase that material. $11,250.00 (3) $33,750.00 INCLUDED $33,750.00 Deposit of 50% due at time of order. Balance due net 10 days after completion of work. Rene Reyes Gilroy Gourmet Alley Wayfinding 7351 Rosanna Street Gilroy, CA 95020 Rachelle Bedell 408.846.0443 Docusign Envelope ID: 4AE0B2E2-28DB-477B-9BC5-D89B4701E1B7 12/24/2024 eSign City Administrator 12/24/2024 12/24/2024 Customer Signature Rev.8/17 Buyer agrees to pay any and all County,State and Federal taxes imposed upon the sale of personal property in addition to the mentioned price immediately upon the rendering of an invoice therefore. This order is not subject to countermand,cancels all previous understandings,written or oral, constitutes the whole contract between the parties but not binding upon Seller until signed by an executive officer thereof. Title to said Displays reserved in Seller until all sums provided for herein are paid in full.Payments to Seller are not contingent upon payment to Buyer by others,nor is payment contingent upon proceeds from any loan or escrow.Acceptance of this agreement is representation that funds are available for payment of the work contracted and that Buyer has the authority to enter into this agreement and perform all obligations and conditions hereunder,including payment for the work provided.Upon failure to pay Seller any amount when due and payable hereunder,Seller may,by giving five (5)days written notice thereof to Buyer,terminate its services under this agreement and stop work on the project until all past due payments have been received by Seller and Buyer has posted a bond satisfactory to Seller for the payment of all amounts that will thereafter become due to Seller under this agreement.In the event of default in any payment when due,all unpaid accounts due hereunder,shall at Seller’s option,become immediately due and payable and Seller may either repossess said Display,sell the same at public or private sale,without notice,and recover from Buyer any difference between the proceeds,less all expenses of repossessions and sale,and the unpaid remainder due hereunder,or,sue for said entire unpaid remainder.In the event it be necessary for Seller to employ an attorney,Buyer agrees to pay a reasonable sum as attorney’s fees. In the event there shall be any difference between the Buyer’s copy of the form of this agreement and the Seller’s form,the original form shall prevail and shall be conclusively deemed the true and correct form of this contract. Permits and Licenses:Seller shall obtain,as Buyer’s agent all original permits and licenses from public authorities for the installation of the Display.Charges for permits and local licenses,and/or certification and/or inspection fees will be extra at time and material and are due and payable upon issuance of same.Any special testing and/or certification and/or additional work required by local government agencies to be extra at time and material.Contract price is subject to change contingent upon engineering and building department requirements.In the event of the permit denial,Seller shall be reimbursed all costs and labor incurred in attempting to procure permit.Buyer shall obtain the necessary permits from the owner of the premises and others,exclusive of public authorities, whose permission is requisite for the installation of the Display,and shall be responsible that such permission shall not be revoked.Revocation of any permit required for installation and maintenance of Display shall not relieve Buyer from the payment of all sums due in accordance with the terms of this agreement.Seller’s obligation to obtain permits is limited to displays that are installed by Seller. Should Buyer be responsible for installation then all permits are the responsibility of Buyer. Service Wiring:-Costs of Electricity:-Reinforcement of Building:Physical Conditions: Buyer shall bring feed wires of suitable capacity and approved type to the location of Display prior to installation of Display,make connection thereof to Display,and shall pay for all electrical energy used by Display and shall be responsible for the supply thereof.Unless specifically stated in writing to the contrary,Buyer shall provide all necessary reinforcements to the building on which Display is installed.Buyer shall pay for costs of relocation power lines,or other obstacles, to comply with the laws of Federal,State,or Municipal agencies.Buyer is solely responsible for locating and protecting all existing non-public utilities and seller is not responsible for any damage to same.Seller is not responsible for landscaping and sprinkler repair.The price fixed herein is based on the assumption that installation will be in normal soil.In the event adverse soil conditions or underground obstructions are encountered,the parties agree to adjust the extra installation costs based on Seller’s current time and material rates. The price fixed herein is also based on the assumption that mounting surfaces are conducive to normal installation procedures.In addition,concrete walls and surfaces are assumed to be of normal density.Should adverse conditions exist,such as rebar,hidden steel members and/or high specification concrete which impedes drilling of same,then the parties agree to adjust the extra installation costs based on Seller’s current time and material rates. Buyer to provide reasonable access to area around and behind display to complete installation of same and price assumes installation can be completed with Seller’s standard equipment.Should special equipment,such as scaffolding,man lifts or cranes be required,then the parties agree to adjust the extra installation costs based on Seller’s current time and material rates. Painting:Upon removal of signs that are attached to building walls,fascias,or other structures, Seller will (unless otherwise specified)patch all mounting and electrical holes in conjunction with the removal and spot paint the patch marks with a color that is determined by Seller to be reasonably close to the existing color.Because of fading,weathering and possible differences in surface textures,Seller makes no guarantee to match the existing colors and textures exactly. Additionally,there are times when it may be necessary to have entire wall sections or fascia areas repainted to get rid of “shadowing”and ensure color matches.That painting,if required,is to be the sole responsibility of the Buyer. Fabrication of Display;Price Increases For Deferred Fabrication or Delivery: Seller shall not be obligated to commence fabrication of display until public permits have been issued.Seller shall commence fabrication of Display promptly following receipt of all permits, licenses and consents specified herein unless the terms of this agreement or instruction from Buyer provide for Seller not to commence fabrication of Display until a later date,occurrence of event. If,for any reason other than fault or neglect of Seller,fabrication shall not be commenced within 90 days from the date of Seller’s acceptance of this agreement,or if delivery or tender of Display shall be delayed,deferred or postponed,for any reason other than fault or neglect of Seller,beyond twelve months from the date of such acceptance,then,in any event the price of Display specified herein shall be subject to increase,as determined by seller,on the basis of applicable labor,material and transportation costs increases incurred by Seller subsequent to such acceptance date.Seller shall promptly advise Buyer of any price increase resulting from the provisions of this paragraph. Fabrication Interruptions:If,after fabrication of Display is commenced,Seller shall cease or extend scheduled fabrication of Display at the request of Buyer or by reason of any act or omission of Buyer,then Buyer,in addition to all its other obligations under this agreement,shall be responsible for all of Seller’s costs and expenses thereby resulting and for all additional costs and expenses incurred upon recommencement of fabrication,including,without limitation,increased labor and materials costs incurred by Seller in completion of fabrication.Any cessation or extension of scheduled fabrication requested by Buyer shall be in the sole discretion of Seller and shall not relieve Buyer of any of its obligations under this agreement. Indemnification:Buyer shall indemnify Seller against and hold Seller harmless from,all claims, actions,proceedings,costs,damages and liabilities,including attorney’s fees,arising out of, connected with,or resulting from the installation and maintenance of said Display which arises from the operations or conduct of Buyer or his agents,the use of any trade names, trademarks,copyrights,or patents utilized in the said Display,or,any disputes with the owner or lien holder of the premises,or authority seeking to revoke a permit or license or to enjoin or have the Display declared a nuisance. Credit References:Seller’s obligation of performance is conditioned upon Buyer providing to Seller coincidentally with delivery of this agreement,current financial statements together with financial information and references on forms provided by Seller.Buyer agrees to provide further information promptly upon request by Seller at any time during the term of this agreement,which reflect the financial condition of Buyer’s business,not limited to,but including,financial statements for the current accounting period.Buyer further authorizes Seller to obtain TRW.Dunn &Bradstreet or some other similar credit check of Buyer from time to time until Buyer has paid in full for the Display. Warranty:Seller warrants to Buyer that Display (excluding lamps as to which Seller makes no warranty)at the time of delivery or installation,if applicable,will be free from defects of material and workmanship,and will be in accordance with specifications which are a part of this agreement. Seller’s sole obligation under these warranties is limited to either at Seller’s option,repairing or furnishing a replacement for display or the parts thereof which Seller determines to not conform with these warranties,and Buyer’s exclusive remedy for breach of any such warranty will be enforcement of such obligation of Seller.Seller’s obligations hereunder shall extend only to defect for which Buyer shall have given Seller written notice thereof within MERCHANTABILITY,FITNESS OR PARTICULAR PURPOSE,AND OF ANY OTHER TYPE,WHETHER EXPRESS OR IMPLIED. Disclaimer of All Other Warranties:Except for the express warranty stated herein,Seller disclaims any and all other warranties,conditions,or representations (express,implied,oral or written), relating to Display,including,without limitation,any and all implied warranties of merchantability or fitness for a particular purpose. Waiver of Consequential Damages:In no event,and notwithstanding any provision to the contrary elsewhere herein,shall be liable to Buyer whether in contract,warranty,tort (including negligence or strict liability)or otherwise for any special,indirect,incidental or consequential damages of any kind or nature whatsoever. Dispute Resolution:Buyer agrees to mediate any dispute or claim arising out of or relating to this order before resorting to arbitration or court action.Mediation is a process by which parties attempt to resolve a dispute or claim by submitting it to an impartial neutral mediator,who is authorized to facilitate the resolution of the dispute,but who is not empowered to impose a settlement on the parties. Mediation fees,if any shall be divided equally among the parties involved.Evidence of anything said, any admission made,and any documents prepared,in the course of the mediation,shall not be admissible in evidence,or subject to discovery in any arbitration or court action,pursuant to Evidence Code Section 1152.5.If any party commences an arbitration or court action based on a dispute or claim to which this paragraph applies,without first attempting to resolve the matter through mediation,then in the discretion of the arbitrator(s)or judge,that party shall not be entitled to recover attorney’s fees,even if they would otherwise be available to that party in any such arbitration or court action. Any dispute or claim in law or in equity arising out of or relating to this order,which is not settled through a mediation,within forty-five (45)days after request thereof,shall be decided by neutral, binding arbitration and not by court action,except as provided by California law for judicial review or arbitration proceedings.The arbitration shall be conducted in accordance with the rules of the American Arbitration Association construction industry rules .The arbitration shall be conducted in accordance with Part III,Title 9 of the California Code of Civil Procedure.Judgment upon the award rendered by the arbitrator(s)may be entered in any court having jurisdiction thereof.The parties shall have the right to discovery in accordance with Code of Civil Procedure Section 128 3.05. Notwithstanding anything herein to the contrary,vendor may file a superior court action (in the appropriate county)to perfect its Mechanic’s Lien rights so long as Vendor agrees to stay the action and first mediate and then arbitrate as set forth hereinabove. Should either Seller or Buyer employ an attorney to institute arbitration and/or litigation to enforce any of the provisions hereof,to protect its interests in any manner arising under this order or to collect damages for the breach of this order,the prevailing party shall be entitled to recover reasonable attorney’s fees,costs,charges and expenses,including consultant and/or expert witness fees, expended or incurred therein.The parties agree that the venue for all dispute resolution,including Mediation and/or Arbitration,shall be Alameda County,California. Inspection:Buyer shall inspect the Display immediately upon installation,and shall notify Seller in writing of any defects or variances therein.In the absence of any such written notification within five (5)days of installation,the Display shall be deemed in all respects approved ad satisfactory to Buyer. Delivery and Performance:Seller shall commence the construction of Display and prosecute the work thereon with due diligence until the completion.All obligations to be performed by Seller hereunder shall be subject to delay or failure resulting from war,fire,labor disputes,unforeseen commercial delays,acts of God,regulations or restrictions of the Government or public authorities,or other accidents,forces,conditions or circumstances beyond its control.Completion of the Display, ready for installation,shall be deemed equivalent of actual installation in the event that Seller shall be prevented from making the installation by reason of failure or neglect of Buyer to prepare the premise for such installation as herein provided,or other default on the part of Buyer. Customer acknowledges that Arrow Sign Company’s designs and drawing are original unpublished drawings prepared for customer in a sign program designed exclusively for customer’s business.The designs and drawings are the exclusive property of Arrow Sign Company and are not to be shown to anyone outside of customer’s organization,nor to be reproduced,copied or exhibited in any fashion. Customer specifically agrees that Arrow Sign Company will be entitled to injunctive relief (in addition to all other legal remedies)in a court of competent jurisdiction,for any violation of these terms. Price is based on simultaneous fabrication and installation of all signage proposed in this agreement. I/We herewith order said Display in accordance with the above terms and conditions. SECURITY AGREEMENT GRANT:Buyer hereby grants to Seller a security interest in the Display together with any improvements,replacements,accessions and additions to the Display (hereinafter called the “Collateral”)to secure payment of all existing and future indebtedness and liability of Buyer to Seller, including all amounts due to Seller under this agreement. WARRANTIES/COVENANTS OF BUYER: (1)To pay all existing and future indebtedness and liability of Buyer to Seller,including all amounts due to Seller under this agreement. (2)To pay all expenses,including attorney fees,incurred by Seller in the perfection,preservation, realization,enforcement and exercise of Seller’s rights under this agreement. (3)To indemnify Seller against loss of any kind including reasonable attorneys’fees,caused to Seller by reason of its interest in the Collateral. (4)To maintain,preserve and protect the Collateral;not to sell,lease,transfer or otherwise dispose of the Collateral;and not to permit liens on the Collateral,except existing liens and current tax liens. (5)To execute and deliver to Seller all financing statements and other documents that Seller requests, in order to maintain a first perfected security interest in the Collateral. (6)If any of the Collateral consists of Fixtures,the Collateral subject to this security agreement includes those Fixtures.Buyer has provided Seller all information needed to make the fixture filing required to give Seller’s security interest in that Fixture Collateral priority over all third parties with an interest in the real property to which the Fixtures are attached. EVENTS OF DEFAULT:Buyer shall be in default under this agreement if (1)Buyer fails to pay any existing or future indebtedness or liability of Buyer to Seller,or any portion thereof,when due;(2) Buyer fails to make any remittances required by this agreement;(3)Buyer commits any breach of this agreement or any other agreement between Buyer and Seller;(4)any warranty,representation or statement,made by or on behalf of Buyer in or with respect to this agreement,is false;(5)the Collateral is lost,stolen or damaged;and/or (6)Buyer ceases operations,is dissolved,terminates its existence,becomes insolvent or is unable to meet its debts and liabilities as they mature. REMEDIES: UPON DEFAULT,AND AT ANY TIME THEREAFTER,SELLER MAY EXERCISE ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED CREDITOR AFTER DEFAULT,INCLUDING BUT NOT LIMITED TO THE RIGHTS AND REMEDIES OF SECURED CREDITORS UNDER THE CALIFORNIA COMMERCIAL CODE,AND DECLARE ALL AMOUNTS SECURED HEREBY IMMEDIATELY DUE AND PAYABLE. Seller’s notice of the time and place of public sale of the Collateral,or the time on or after which a private sale or other disposition of the Collateral will be made,is reasonable if sent to Buyer in the manner for giving notice at least ten (10)days before the public or private sale.Buyer must (1) assemble the Collateral and make it and all records relating to it available to Seller as Seller directs; (2)allow Seller,its representatives,and its agents to enter the premises where all or any part of the Collateral,the records,or both may be,and remove any or all of it;and (3)execute all documents and instruments on Seller’s request that Seller considers necessary or advisable to exercise its rights under this agreement.Buyer shall pay all costs and expenses of collection,including Seller’s reasonable attorneys’fees.No waiver by Seller of any breach or default will be a waiver of any breach or default occurring later.A waiver will be valid only if it is in writing and signed by an authorized representative of Seller. Docusign Envelope ID: 4AE0B2E2-28DB-477B-9BC5-D89B4701E1B7 SIDE LETTER OF AGREEMENT This agreement shall serve as a Side Letter to the Agreement for Services for the Gourmet Alley Wayfinding Signs between the City of Gilroy (“City”), a municipal corporation located at 7351 Rosanna Street, Gilroy, California, and Arrow Sign Company (“Contractor”), having its principal place of business at 1051 46th Avenue, Oakland, California. This Side Letter shall be effective on November 20, 2024. Purpose The purpose of this Agreement is to confirm the Contractor’s commitment to maintain insurance levels and types as specified by the City’s insurance requirements. Agreement 1. Insurance Requirements The Contractor agrees to maintain the following insurance coverage types and limits throughout the term of their contract with the City: • Commercial General Liability Insurance with a combined single limit of not less than $1,000,000 per occurrence. • Professional Liability Insurance (if applicable) with coverage of not less than $1,000,000 per occurrence or claim and $2,000,000 in aggregate. • Automobile Liability Insurance for owned, non-owned, or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence. • Workers’ Compensation Insurance as required by California state law, including employer's liability insurance with a limit of $1,000,000. All insurance policies shall name the City of Gilroy, its officers, agents, and employees as additional insureds where applicable and provide 30 days’ advance written notice to the City of any cancellation, nonrenewal, or material change in coverage. 2. Compliance Documentation Contractor agrees to provide valid certificates of insurance and additional insured endorsements evidencing compliance with these requirements prior to commencing any services and upon renewal or request by the City. 3. Incorporation of Main Contract This Agreement supplements and is subject to the terms and conditions of the main agreement between the City and Contractor. In the event of any conflict, the insurance provisions in this Side Letter Agreement shall prevail. 4. Duration This Agreement shall remain in effect for the duration of Contractor’s provision of services under the main agreement (Gourmet Alley Wayfinding Signs) unless terminated earlier in writing by the City. Docusign Envelope ID: 4AE0B2E2-28DB-477B-9BC5-D89B4701E1B7 5. Miscellaneous • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California. • Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. • Venue for any legal action relating to this Side Letter shall be exclusively in Santa Clara County. • No Third-Party Beneficiaries. This Side Letter is exclusively for the benefit of the parties hereto, and no third-parties shall be deemed to be beneficiaries hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. City of Gilroy By: ___________________________ Name: ________________________ Title: _________________________ Date: _________________________ Arrow Sign Company By: ___________________________ Name: ________________________ Title: _________________________ Date: _________________________ Approved as to Form ______________________________________ City Attorney ATTEST: _______________________________________ City Clerk Docusign Envelope ID: 4AE0B2E2-28DB-477B-9BC5-D89B4701E1B7 Contract Control 12/24/2024 Oscar Chavez City Administrator Jimmy Forbis 12/24/2024