SAMPLE_AGREEMENT_FOR_VENDOR_SERVICES.pdf

AGREEMENT FOR VENDOR SERVICES

BETWEEN THE CITY OF THOUSAND OAKS

AND

VENDOR

THIS AGREEMENT, made and entered into this day of 2026, by and between the CITY OF THOUSAND OAKS, a municipal corporation (herein referred to as "City"), and VENDOR (herein referred to as "Vendor").

The City and Vendor agree as follows:

1. RETENTION AS VENDOR

City hereby retains Vendor, and Vendor hereby accepts such engagement, to provide the products as described in Section 2.

2. DESCRIPTION OF SUPPLIES

Vendor shall supply materials, parts, and fittings to the City, in a timely manner, as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and at discounted cost, attached as Exhibit “B” both attached hereto and incorporated herein.

3. COMPENSATION AND PAYMENT

(a) Maximum and Rate. The total compensation payable to the Vendor by City, for any products delivered under this Agreement WILL NOT EXCEED the sum of $100,000 annually, (herein "not to exceed amount"). Pricing discount shown on Vendor’s schedule, attached as Exhibit B, shall remain in effect until December 31, 2030.

(b) Payment. Vendor will provide City with written verification of the actual supplies ordered and received, which written verification will be in a form satisfactory to the City. All payments will be made within 30 days after the receipt of a properly prepared and submitted invoice.

(c) Invoices. Invoices will only be issued after City’s acceptance of the goods and/or products. Invoices must state that they cover, as the case may be, complete or partial delivery, and must show unit quantities and unit prices. Invoice will not be paid unless and until the requirements have been fully met.

4. PRODUCT PRICING

Vendor will be solely responsible for the maintenance of the Agreement, and will document all additions, deletions, manufacturer’s discontinuance of products/equipment, and all associated variables, including pricing revisions. Any changes, substitutions, additions, deletions and/or pricing revisions must be reviewed and approved by the City and Vendor in writing prior to any inclusion in the Agreement. Pricing discount will remain fixed throughout the term of the Agreement.

5. ORDERING REQUIREMENTS

Vendor will provide the ability for City to order via Fax, telephone, direct mail, email, online/website, and/or walk-in orders.

6. PRICES, DISCOUNTS AND CHANGES

Vendor agrees, for the period of this Agreement, that prices for products covered herein will be based on the discount percentage proposed in Exhibit B, except where lower prices may be offered by Vendor.

7. FAVORED NATION CLAUSE

All of the benefits and terms granted by Vendor herein are at least as favorable as the benefits and terms granted by Vendor to any previous buyer of the items described, listed or similar to those in this Agreement. Should Vendor enter into any subsequent agreement with any other buyer, during the term of this Agreement, which provides for benefits or terms more favorable than those contained in this Agreement, then this Agreement will be deemed to be modified to provide City with those more favorable benefits and terms. Vendor will notify City promptly of the existence of such more favorable benefits and terms and City will have the right to receive the more favorable benefits and terms immediately.

8. TERM, PROGRESS AND COMPLETION

The term of this Agreement is from the date first written above to December 31, 2030, unless Agreement is terminated as provided for herein.

9. NO ASSIGNMENT

This Agreement is not assignable by Vendor without City’s prior consent in writing.

10. HOLD HARMLESS AND INDEMNITY

(a) Hold Harmless for Vendor's Damages. Vendor holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Vendor's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Vendor, to Vendor's employees, to Vendor’s Vendors or subVendors, or to the owners of Vendor's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.

(b) Defense and Indemnity of Third Party Claims/Liability. Vendor shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Vendor’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Vendor, or should City otherwise find Vendor’s legal counsel unacceptable, then Vendor shall reimburse City its costs of defense, including without limitation reasonable legal counsels fees, expert fees and all other costs and fees of litigation. Vendor shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Vendor’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement.

Vendor’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee.

However, without affecting the rights of City under any provision of this Agreement, Vendor shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Vendorwill be for that entire portion or percentage of liability not attributable to the active negligence of City.

(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.

11. MINIMUM SCOPE AND LIMIT OF INSURANCE

Without limiting Vendor’s indemnification of City, and prior to commencement of Work, Vendor shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below in a form that is satisfactory to City.

Coverage shall be at least as broad as:

(a) Automobile Liability: Vendor shall, at Vendor’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Vendor arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

(b) Worker’s Compensation: Vendor shall, at Vendor’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Vendor, its employees, agents and subcontractors.

If Vendor maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Excess Insurance

The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement

In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Vendor, or City will withhold amounts sufficient to pay premium from Vendor’s payments. In the alternative, City may cancel this Agreement.

City’s Right to Revise Specifications

City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Vendor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Vendor, City and Vendor may renegotiate Vendor's compensation.

Primary and Non-Contributory Coverage

For any claims related to this Agreement, Vendor's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its elected officials, officers, agents, employees or volunteers shall be excess of Vendor's insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.

Notice of Cancellation

Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.

Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to and approved by City. City may require Vendor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers

All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).

Verification of Coverage

Vendor shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without

30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Vendor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

12. MITIGATION OF DAMAGES

In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

13. EMPLOYMENT ELIGIBILITY VERIFICATION

Vendor warrants that it fully complies with all Federal statutes and regulations regarding the employment of aliens and others and that all its employees meet the citizenship or alien status requirements set forth in Federal statutes and regulations.

Vendor will indemnify, defend, and hold harmless the City, is officers, employees and volunteers from and against any liability which may be assessed against Vendor or City in connection with any alleged violation of any Federal statues or regulations pertaining to the eligibility for employment of any persons.

14. VARIATION OF TERMS

The parties hereto agree that the terms and conditions contained herein will prevail notwithstanding any variations on any acknowledgments, invoices or such other documents submitted by Vendor. The terms of this Agreement may be modified only upon written mutual consent of City and Vendor, with the exception of modification pursuant to Section 7 of this Agreement.

15. CANCELLATION OF ORDERS

City may cancel any order with respect to any supplies or equipment ordered without incurring any cancellation charges or restocking fees.

16. NON-EXCLUSIVITY

This Agreement is non-exclusive and will not in any way preclude City from entering into similar agreements and/or arrangements with other vendors or from acquiring similar, equal or like goods and/or services from other entities or sources.

City makes no representation that it or any governmental entity will purchase any minimum quantities or dollar amounts.

17. COMPLIANCE WITH APPLICABLE LAW

Vendor will comply with all applicable Federal, State and local laws, rules, regulations, and ordinances, and all provisions required thereby to be included in this Agreement are hereby incorporated herein by reference.

18. GOVERNING LAW

This Agreement, and the rights and obligations of the parties, will be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue will be in Superior Court of Ventura County.

19. TAXPAYER IDENTIFICATION NUMBER

Vendor will provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.

20. NON-APPROPRIATION OF FUNDS

Payments due and payable to Vendor for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Vendor services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.

21. MODIFICATION/AMENDMENT OF AGREEMENT

Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval by the City and Vendor.

22. CONFLICT OF INTEREST

Vendor is unaware of any City employee or official that has a financial interest in Vendor's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Vendor shall not offer, encourage or accept any financial interest in Vendor's business by any City employee or official. If a portion of Vendor's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within City or with a City franchisee, Vendor warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.

23. USE OF THE TERM “CITY”

Reference to “City” in this Agreement includes City Manager or any authorized representative acting on behalf of City.

24. TERMINATION BY CITY

City may, upon 10 calendar days written notice, terminate without cause any portion or all of the services agreed to be performed under this Agreement. If termination is for cause, no advance notice need be given. In the event of termination, Vendor will have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination will be payable by City to Vendor within 30 days following submission of a final statement by Vendor unless termination is for cause. In such event, Vendor will be compensated only to the extent required by law.

25. CAPTIONS

The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the

26. AUTHORIZATION

Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assignees, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this

27. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN PARTIES

This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.

This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services, and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged.

28. PARTIAL INVALIDITY

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

29. NOTICES

Any notice required to be given hereunder will be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY: City of Thousand Oaks Attn: Chris Meske, Senior Purchasing Specialist

1993 Rancho Conejo Boulevard Thousand Oaks, CA 91320

TO VENDOR:

30. SIGNATURES

(a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.

(b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.

(c) Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.

In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.

VENDOR:

By:

Title:

By:

Title:

CITY OF THOUSAND OAKS

Mayor

ATTEST:

Laura B. Maguire, City Clerk

APPROVED AS TO ADMINISTRATION:

Andrew P. Powers, City Manager

APPROVED BY DEPARTMENT HEAD:

Nader Heydari, P.E., Public Works Director

APPROVED AS TO FORM:

Office of the City Attorney

Tracy Friedl, Assistant City Attorney