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HomeMy WebLinkAboutC-2761CITY 0 F /'- k RZ ( �-'A D i A P Rt 0 F E S S> 10 '.",J1 AL S E- F-, V 10 EE S A G R 1E EE MIE NI T R1 G P,,, rRD i N G F110-IlDi"kY 1JEC0tR,-'--J]ON) PPM-;R,/-�M1 - 11E S , 8, �N I D DA, PA R T - -� 1-ds Agreemient is made aid er:tEiEi�l -Ito ll 'J day o-W by and be-L-Ween the Clay of Arcadia, a chartei- city c)rcianizedl under the COnStitLI'LiOl-I amd I laws of the State of CaIiiornia with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-60211 ("City") and Trovao and Associates, Inc. DBA The Christmas Tree Light GLIV Company, a California Coro pora tio n, its principal place of business at 4628 �,a Del Prado, Yorba Linda, CA 92886' ( "Consultant "). City and COnSUltall". are sornetimesi individually referred to as "Party„ and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing holiday decoration ecoration services to public clients, is licensed in the State of California, and is famili2l, with the plans of City. 2.2 Project. City desires to engage Consultant to Fender such services for the Holiday Decoration Program 2012 and 2013 project ("Project") as set forth in this Agreement. 3. TERMS, 11 Scope of Services and Term, 3.1.1 General Scone of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately Supply the professional Holiday Decoration Program services necessary for the Pro ' iect ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Reviso-w 07/12 1 . 2 —ml. The terrn of this Agreeryien'L s,ha c o -vided 01,1_1 IJFIJE;s E_,Elrlier L e d a Lh,-, _,_Fv�ce,,:.,, withir. tne term Of I'M's Ar)re ­,,-n,,- e.�,iabl,�she,d schedules aincl deadlinc,�,-_ 3.2 R,'sr-,-onsibi lido s of- Consul"MI-If., 1 5 D Noy ennb,,�F 19, Z"12, tc c,, re i i-,. C,,,,-.) n u I a, i -i I, -.11 oj-)­!� nl­�-�` wh- an- cd,- ,D.2. 1 Coinitrol and or Su )ordinates. inJ -nden! ac� ee r`onlro; 0 ­1 L L , , The Services shall be tDerforr-ned by Consultant or under its Supervision. Consultant �vil determine the rneans, methods and details of performing the Services Subject to the requirements of this Agreement. City retains Consultant- on an independent contractor basis and not as an ernployee. Consultant retains the right to perform similar or different services for Others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not b�,:- erriployees of City arid shall at all times be under Consultant's exclusive direction and control. 'Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their perfornia rice or Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but riot limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, artd workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perforrn the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond pond to Consultant's submittals in a timely manner. Upon request or City, Consultant shall provide a More detailed schedule of anticipated performance to meet the Schedule of Services, 3.2.3; Conformance to Applicable requirements. _Bf uireents, All work prepared by _ Consultant shall be subject to the prior written approval of City, 3.2.4 SUbstitU,110[i of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one OF more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written app -oval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail OF refuse to perform the Services in a manner acceDtable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of Consultant or property, shall be promptly removed from the Project by the Consultai at the request of the City. The key personnel for performance of this Agreement are as follows: Frank Trovao. Rcvkcd 07/1 3.2,5 D- risultan"L's ReiDresenL--itive. Consultant riereby d'esignates i--rank 1! ravao, 01- his designee, to -,act as its representative for the perl orm2 nce of Ulls Agreement ("Consultant's Representative"). Consultant's Representative shall haV_- fUll authority to represent and act on behalf of the Consultant, for all purposes under this Agreement, The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination ination of� all portions of the Services under this Agreement. 3.2.7 Coordination of Services, Consultant agrees to work closeiy with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable tirnes, 328 Standard of Care', Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant re ' presents that I"; its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in, the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's -failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 ' Laws and Rp_qulations, Consultant shall keep itself Tully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law, Consultant shall be liable for ali violations of such laws and regulations in connection with Services, If the Consultant performs any work, knowing it to be contrary to such laws, rules and regulations and ci 's tai-iw:-'. —he; CitV h_r-"rE,bv rjr-,Sirij-j�:ter:� Donl�nl� clesiCane_-, i I'J a -�s 1-- pre s-f i VE, p s, �-ro rn-, an c­-� o h �S, A g re� en-i e n, t, f" n �,'s R r r e o n tai L ve NVQ L p, ��, L U nav�w- rx, A/ _)U ei- �a­ on behalf, o" the City fcw a 11 p, i rpose- 0 LJ id e, i L i Coi o n, s t-! Ir a L­ i � a I not -­t direction c%r orders, accL.1P1 fror;,, J-ny J p r c� C) h, ? -I 1_1 i ol- his desiqr,,,e,,-::, 3.2,5 D- risultan"L's ReiDresenL--itive. Consultant riereby d'esignates i--rank 1! ravao, 01- his designee, to -,act as its representative for the perl orm2 nce of Ulls Agreement ("Consultant's Representative"). Consultant's Representative shall haV_- fUll authority to represent and act on behalf of the Consultant, for all purposes under this Agreement, The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination ination of� all portions of the Services under this Agreement. 3.2.7 Coordination of Services, Consultant agrees to work closeiy with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable tirnes, 328 Standard of Care', Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant re ' presents that I"; its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in, the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's -failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 ' Laws and Rp_qulations, Consultant shall keep itself Tully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law, Consultant shall be liable for ali violations of such laws and regulations in connection with Services, If the Consultant performs any work, knowing it to be contrary to such laws, rules and regulations and WithOU', giving written notice fij the CitV, C01-11SUItallf Shall be ,,olely, responsibic--_-., foi- a, 'f;i ci a I's, ­usis arising therefrom. Consultant s' iak de�enc,', 'in �-rnnlf­ --mid hoko' Cit , its ot directors, ov-1,iC,,:,, 1­_,, en1pdoyees an,0 agentss T -ee and I armless, put S!-jFn-,, -Lo 11_1e I indcrnnificl_a,tion Provisions, of this, iroi- an'! ckaim or iiab'Hiv arisin- olJ4 of a n v L s I�E.J!Ure or a�leged f,-,�ilure to CorijjD'\, WiL�_� sl joh Iav%­,:;, rules or i e q li i c71 L 1 o ns. irnmi,oration R eforrri and ('."o n t F_,1 l A ,t. C o n s u It a n acknowledges -'that Consultant, and ail subcontractors hired' by Consultant to Derfornn services under this Agreement, are aware of arid understand the Immiciration Reforrn and Control Act ("IRCA"). Consultant is and shall remain in corripliance with the IROP, and shall ensure, that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers arid employees, frOFT-1 any liability, damages or causes of action arising out of or relating to any clain-is that Consultant's employees, or the ern ' ployees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and/or any other claims based upon alleged INCA violations committed by Consultant or Consultant's subcontractor(s). 3.2,10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall no commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required Linder this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section,- provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additions! insureds under the Consultants policies of insurance. ',.2.10.2 Minimum Recuiremenfs. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, employees, agents and volunteers as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope (I U L Insurance. 'overage shall be when cor-nmercialiy available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, ex ' plosion, collapse, and underground, products and completed operation; (2) Automobile Liability: insurance ervjces OFfice Business Auto coverage for any auto owned, leased, hired, and DOrrcwed by C'onsultanL or- for w1hich 'CORSult-21FI-L IS responsible; and (3" 1,11orkers" J con-)Pvnsallonj an_­` Uabifit l: VVoFller_,- CompenSaliDi-I inKjranse 3u r11_D11Ci1J1reC,i by the Sta tc mf-,1o,,/e,-'s Liabili"y 1nsur,,-,inc­Z. Of Caijforrda and E 7 C �F 'fic 1c CS, -molovees, aaen�s and" voiunteers shiali C i d!,actoi �,I iFls, ol ­1 1 11 listed as additional insured. Any de(JUCti.1-)l!_1S ur self--ins,.,red rele--�n`[Jons niusi !De declare,_- to and Pp,,-,)roved by City amd conform to the requirements, provided in Secticn herein. (B) MinifllUm Limits of Insurance. Consultant shall maintain limits no less than: (1 ) General Dabflity: s1,000,000 combined single limit per Occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $ 1,000,000. If Commercial General Liability insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liabilii�l.- $1,600,000 combined single limit per accident for bodily injury and property damage,- and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Ernploveis Liability limits of $11,000,000 per accident for bodily injury or disease. Professional Liability. Not applicable. 3.2,10A Insurance Endorsements, The insurance r)oJicies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance, policies: (A) General Liability. The general liability policy shall be endorsed to state that- (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way, (B) Automobile Liability. The automobile liability policy shall be endorsed to state that- (I) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which `the Consultant is responsible; Reviscd 071112 �ind (2) th,­ insurance coverage shall be primary insurance as respects, the City, its s 'I i - t o i s, o a 1 s , o ff ic e r s,, e, if ci st d -e,, employees, agents and volunteers, OF if xcess, shal' tand, in DY-1 Unbroken chain of I coveF2Xje eXcess of the Consultant's scheduled undel-lyinc coverage. Any insurance or self-irVSLlrance n-iF-iintained by -the, City, its dF,,-z,-,C-'Lors, officers, erniDlovcnes, acien"Is and volunleers shall be eX,cess of Vhe (__,'onsult ain" L insurance sl­iall not be called UID017, t,'-) COn1Fi,,'-_)Ut1G1 VIi'Ll-1 It in E],11W Wal' j Y M) Workers' Con-iDensation and` I Covera(ae. _i-he insurer shall agree to waive all rights of subrogation against the City, Its directors, officials, officers, employees, agents and volunteers for losses paid under the, terms Of the insurance policy which arise from work Performed by the Consultant:. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in lin-fll or scope of l coverage; provided, however, that in the event of cancellation due solely to non-payment of premium, ten (10) days notice of cancellation for non - payment 0, 1 premium may instead be giver) to the City.; and (B) any failure to comply witin reporting porting OF other provisions of the Policies, Including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the L scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.0 ' Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the Option of the City, either: (1) the insurer shall reduce OF eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, clair-ris and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a Current A.M. Best's rating no less than A:VII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.3 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates Of insurance and endorsements effecting covet-age required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall he signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on R viscd 07112 6 forms provided by the City if requested. Copies of air certificates and endorsements = n-ius'L L)e received and approved by the City he_roFe work conin-jences, The City reserve:; 'he r'ght to require complete, certified of all re, aired insuranc e policies, at u:ny erne. a V, 4 Consultan' shal; execute and rnaim NC,tk a I c, avoid i 1-tj U FY or d a r- al Cie to a .r! V pers3r, or pror­)erty. In Cal-Ning OUI irs, Sei-vices, flh" C01-11SUltant shall at all 'times be in COMP[liOnce wit! -, aH' appliClabie local, staie and federal laws, rules and regulations, and shall exercise ET necessary precautions for the safety of employees appropriate 'to the nature of the work a-ri'd the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life, protection and life saving equipment UipMent and procedures: (D) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach, Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Thirty Three Thousand, seven hundred forty two dollars (133,742.00) far the first year of lease 2012/2013 and twenty eight thousand five hundred eighty four dollars ($28,584.00) for the second year lease 2013/2014 without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.12.2 Payment of Compensation. Consultant shall submit to 'City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or, since the stall of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 0.3.3 Reimbursement for Expenses. Consultant shall not be reirribUrsed for any expenses unless prior written authorization is obtained from the City. R",kod 07/12 7 21,.1)A Extra Work. At any time during the ten-f-1 of t1his Agreement, Irl"it, L inav reo,:-�es 'that ' CO]"SUItan' P,,'Lrforn-,, Lxtra Wor". AS Used herein, "Extra Work'" nneanls any vVjrk which is determined by City io be necessary for thv, propel cornj--)Ie1:1on of file Pro:'e—', but Wh;ck the parties did rim reasonably an.ti-,Pate ,A/ould be at the- I f, I L - I H ' Agreement. Consullani Shall not PeFrorrn, noi be compensated ior, execullOr OF 11-11S -X'L' WOFtk VJtFOLlt XiOF written -M-hOFL'E,11i0-Trom CI' ". ',° Re resn'aitive, 3.4 Accounting Records, 3.4.1 lain complete; Mlaintenance and Insnection. Consultant shall IT13iF1 and expenses incurred under this an a` accurate records with respect to all cost- Agreement. Ali such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make, transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceeding-Q, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. u.5 General Provisions. 3.5.1 Termination of Agreement, 3.5.1.1 Grounds for Termination, City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services, which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause, 3.5.1.2 affect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is torrrdnated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 1Delivery of Notices. All notices ' permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Rcvi�vd 07/121 Consultant: 'Trovao and Associates, Inc. D—PA -1-he Christmas T; ee Light Guy lornr)an , 4628 Via De� Prado Yorks: Linda, C,6, 92886 C i t v: C i 1- v cc) ic A r,"- di ?40 West F-I'Lintincton, Drive Arcadia, CA 9100-i Attn: Dorninic Lazzarefto, City Mariager Such notice shall be deemed made when personally delivered or when mailed, forty- eight ('48) hours after deposit in the U& Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method Of service. Ownershio of Materials and Confidentiality. 3,5.3.'1 Qocum.e.nts & Data: Licensing of Intellectual Propel. This Agreement creates a non-exclusive and perpetual license for City to COPY, use, modify, rOL1,90, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or work's of authorship -fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or Caused to be prepared by Consultant under this Agreement { "Documents & Data"), Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares Dares under this Agreement, Consu I tai it re ' Dresents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard, to Documents & Data which were prepared by design ' professionals other than Consultant or provided to Consultant by the City, City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such h use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the Performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services OF the Pro ' iect. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia,, photographs of the Project, or any publicity pertaining to the Services or the Revised OT 12 Project in any magazine, trade paper, newspaper, television or radio produc tion or other similar medium without the prior. Written consent of City. 3.5.4 CcLoqpe,r-_Aion,- Further Acts. The ;marries shall fully coo[Derat-e vdtih one another, and snap take any additional acts or sigh any additional documents as n--la-v be necessary, appropriate or convenient to attain the.`. F)Urpcsas of Ll 2.5.E--, Inter reification ? ;7 - I To the fullest extent permitted by law, Consultant shall �� � �D L - Lt- defend, indemnify and hold the City, its officials, officers, erriployees, volunteers and agents free and harmless from any and all claims, demands, Causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, In any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, OF relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's choosing, at ConsultanVs own cost, expense and risk, any and all Such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any Judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs ;Incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its Fes ' pective officials, officers, agents, employees and Fe[,-)resentatives, notwithstanding that no adjudication of the underlying facts has Occurred, and whether or not Consultant has been named In the claim or lawsuit, 13.5.6 Entire Agreement_ This Agreement contains the entire Agreement of the Parties, with respect to the subject matter hereof, and supersedes all prior negotiations, understandings Of' agreements. This Agreement may only be modified by I �: a writing signed by both Parties. 3 3.5-,.7 Cl)ovemina Lavv, This si-iall be gc,;venied t)V the iav,!s o` the State: of Califs >rniae V,,L-,,nue shall ba, in Los Angeles Col"11ni'l/. I 3.J,B `im�, o' Es-sence. T me is of the essenc.e foi each, and, every provision Of this Agreement. 3.5.9 gjjy��jght to Errip- lov - Other COrISUl-L@nfS. City reserves right to eIT#Oy other Consultants in connection with this Project. 3.5.10 Successors and Assigns, This Agreement shall be binding on the Successors and assigns of the Parties. 3.5.11 Assiqnment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer, 3.5.12 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deerned calendar days and not: work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement., The captions of' the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment. Modification, No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14-Waiver, No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, beriefit, privilege, or service Voluntarily given or performed by a Party Shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Part' Beneficiaries. There are no intended 'third party beneficiaries of any right or obligation assumed by the Parties. 3.51116 Invalidity: Severability. If any portion of this Agreement is de--!aFe,-, invalid, illegal, or oihenivise unenforceable by a court of corn'Detent iffisdiction, the Fer'CIPlining PFOViSiOnS Gh.3-11 CQ1-1!i1--iUe in full force and effect. L F ��,ncj VV2 - -ItS fl]Ellt ii. 112S 3,5.,17 P-rohibited inheres�s. Consulfant maintair"S - r FLI I not employed r10F retained al-iy company or person, other tiicf; "1. a bona fide er,-)-' v,,orkinc solely for Consultant, -'0 SoliCii OF SEMM, this /'- greerne,-Jt, FL)110-101', L warrants that it has not paid no, has it agreed to pay any corni any OF person, other than a bona fide employee working Solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3,5.1 8 Equal 0—r)r)ortunitv Emr)[oment. Consultant represents that it is an equal opportunity em ' ployer and it shall not discriminate against any subcontractor, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs OF guidelines curre c ntly in effect or hereinafter enacted. 15.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labol, Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to 11 comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Aqreer-nent. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement, Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. I zCyi.;Cd 0 Y! 2 D.6 SUbcontracting. IGA Prior Appa-wal Reouired.. Consditam snail not subconl:,raiclt arty o 'ion of the W01-k Fecuired by this Agi-eemen'l, except as expressly stated JheFekr',, a V "hOU'L L VI L Dn0[_ WI-ii ' tE'R aj'D[DF0V2! 01 City. Subconti-acts, if any, shall Col�ta in a provis-ior, er 4 nn a k i n a thiern subiec, to 311 Qr0ViSi0,'!S SdPU13ted in this Agreern IL. In Witness vviieFe0f the Jr-'anties have exaGUILed this Prof-Essional SeiviceS AgFeernent on the date set forth below. CITY OF ARCADIA Dominic Lazzarettt� .� City N/Ianaaer Date" I ATTE' A , it y Cie , APPROVED AS TO FC)RM.- steps en R Deitsch City Attorney R viscd 07i 1 Date, Dominic LazzaFe �,JCity Manager EXHIBIT "A" SCOPE OF SERVICES Provide holiday decorations as shown on attachc-�,,d "Scope of Work" I i - I 7 TUT Holiday Liaaht Display Its � u tr It 1 SLOP` OF WORK We will provide at[ labor, tools, equipment, materials, and insurance,, to furnish, store, maintain, install, and remove all displays. We n'iairrmin a large storage facility that enables us to keep a large inventory of materials necessary to meet our customers' demands. Any additionat raterials can be purchased and /or leased as necessary. We will inspect and maintair, decorations on a weekly basis, and respond to any service call within 24 hours acid /or same dray. All lights and displays will be LED For the City of Arcadia we are proposing to install the following: 93 single custom designed banners measuring 16" x 48.5" installed on decorative light poles. Banners chosen, "Season's Greetings" snowman and candy cane are presented on Figure 1. in addition to banners, we will install 9-foot pre -tit garland and Z 18" red bows on each pole (see Figure I a). Removal, and re- installation of current city banners will be conducted as needed. Installation equipiaent required: Scissor lift and ladders. • Pole mount decorations on a total of 36 marbetite street light poles. All pole mount decoration are LED lit and poles will be wrapped in garland or ribbon depending on chosen option. Pole mount decorations chosen, snowman and candy cane are presented on Figure 2. installation equipment required: Bucket truck with boons tift. a Oversized 36" red glitter ornaments with LED spotlights, bow, and sparkled snowflake decorations for 2 monuments located at 5"' Ave. and Huntington Dr (see Figure 3). Instatlation equipment required: Ladders. Custom light and props display for 1 monument located at Santa Clara St. and Huntington Dr. Snowman display chosen for this monument (see Figure 3a). Instatlation egtriprnent required: Ladders. 1 Skyline decoration across Huntington Dr. at 1" St. Tri- Candle wreath skyline chosen is presented on Figure 4. Installation equipment required: Bucket truck with boom lift. Exhibit°B" SCHEDULE OFSERVICES � Install and remove holiday decorations effective November 2U12— January 2n^��� and November 2O13— January 2014 Exhibit "C" COPAPENISATION Per attached Project Cost cl-I THE' a Flolida L� iLht_Di }r)la,, 2012 -2013 Proiect: Cost Demrotive Light Poles Materiats: $22.00 per banner x 98- 52,156.Ov S27.00 Dei pre tlt Partand w /DowS { 9t Labor for instattation and removal: $45.00 Der li0ht pole x 98 - 54,410.00 Marbelite Street Poles Materiats: 5300.00 per decorative note mount x 3E> - S'i0,800.00 Labor for installation and removat: $150.00 per decorative pole mount x 36 - $5,400.00 2 Monuments of 5 "' St, and Huntington Dr. Materials: 5750.00 per monument x 2 - 51,500.00 Labor for instattation and removal $300.00 per monument x 2 = 5/600.00 Additions for 2 Monuments of 5th Ave. and Huntington Dr. Materiats: 5315.00 per monument x Z - S630.00 Labor for instattation and removal $300.00 per moiument x 2 = $600.00 Monument at 5unto Clara and Huntington fir. Materials: 51,300.00 per monument x 1 = 51,300.00 i Labor for instattation and removal: i $900.00 Der monument x 1 - $900.00 Skyline Materiats; $1,600.00 per skyline x = $1,600M, Labor for installation and removal: 51,200.00 per skyline x 1 - _ $1,200.00 I' Proiect Cost Proposal Grand Total: $33,742.00 TuT t t l.iiCHT, CU'V to �v 2013 -20714 Project Cast. Decorative Light Poles Materials: t 516.50 per banner x 98 $20,25 per pre -lit garland w; bows x 98 = 51 '981.50 Labor for instatlation and removal: $,15.00 per light poie x 93 = 54,4'10.06 Morbelite Street Poles Materials: $225.00 per decorative pole mount 36 - $8,100.00 Labor for installation and removal $150.00 per decorative pole mount x 36 = $5,400.00 2 Monuments at 5 °i St. and Huntington Dr. Materials: $562.50 perrnonument x 2 - $1,125.DO Labor for installation and removal• $300.00 per monurent x 2 = $600.40 Additions for 2 Monuments of 5th Ave. and Huntington Dr. Materials: 5236.25 per monument x 2 - `472.50 Labor For installation and removal 5300.00 per monument x 2 = S600.00 Monument at Santa Clore and Huntington Dr. Materials: $975.00 per nnonurnent x 1 = 5975.00 Labor' for installation and removal $900.00 per monument x 1 = $90UO Skyline Materials: $1,200.00 perskyhne = $1,200.00 Labor for installation and removal: $1,20100 per skytine X 1 = $1,200.00 Proiect Cost Proposal Grand Total: