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HomeMy WebLinkAboutC-4000 pFARc9 G — �IOO �4 ••� roo - 20 alga 21 y October 11. 2016 ( itv Frank Trovao Trovao & Associates, Inc. DBA The Christmas Light Guy 12600 Westminister Avenue. Unit B Santa Ana, CA 92706 Re: Letter Agreement for the Holiday Decorations for the 2016 Holiday Season Dear Mr. Trovao: This letter shall be our Agreement ('Letter Agreement") regarding holiday decorations for the 2016 Holiday Season described below ("Services") to be provided by Trovao & Associates. Inc., dba The Christmas Light Guy ("Contractor") as an independent contractor to the City of Arcadia (the "City") for the City's Holiday Decorations for the 2016 Holiday Season ("Project"). Contractor is retained as an independent contractor and is not an employee of the City. City and Contractor are sometimes referred to herein as "Party" or "Parties." The Services to be provided include the following: Provide all labor. tools. equipment, materials, and insurance to furnish, store, maintain, install and remove various holiday decorations in the downtown area on Huntington Drive between Santa Clara and Fifth Avenue. at the Transit Plaza. and on First Avenue between Huntington Drive and Wheeler Avenue. Decorations shall be installed between November 25 and December 1, 2016; and shall be removed between January 1 and January 5. 2017, unless extended by the City in writing. Contractor shall perform all Services under this Letter 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, and consistent with all applicable laws. Contractor represents that it, 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 Letter Agreement. • Frank Trovao Trovao & Associates, Inc. Dba The Christmas Light Guy Co. October 11, 2016 Page 2 of 6 Contractor has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of equal competence upon written approval of the City. In the event that the City and Contractor cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Frank Trovao, or his designee. Compensation shall be based on the actual amount of time spent in adequately performing the Services. The total compensation shall not exceed $34,985 without written approval of the City Manager. Contractor's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City on a monthly basis as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor shall take out and maintain: (A) Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; (B) Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); (C) If Contractor is an employer, Workers' Compensation Insurance in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and (D) Contractors providing professional services shall provide Professional Liability (Errors and Omissions) Insurance of at least $1,000.000 per claim. Insurance carriers shall be licensed to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A:VII" rating according to the latest Best Key Rating unless otherwise approved by City. The City. its elected officials, officers, • Frank Trovao Trovao & Associates, Inc. Dba The Christmas Light Guy Co. October 11. 2016 Page 3 of 6 employees, agents and authorized volunteers shall be named as Additional Insureds on Contractor's policies of commercial general liability and automobile liability insurance. Contractor shall provide a waiver of subrogation in favor of City, its elected officials, officers. employees, agents and authorized volunteers on Contractor's policies of commercial general liability, automobile liability and, if applicable, workers' compensation and employers' liability insurance. Contractor's insurance policies provided in accordance with this Letter Agreement shall be primary and non- contributory as respects any insurance maintained by City, its elected officials, officers, employees, agents and authorized volunteers. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Contractor shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Contractor may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Contractor. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims. demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subconsultants, consultants or agents in connection with the performance of the Contractor's Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor'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, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor's obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or volunteers. Contractor shall keep itself fully informed of and in compliance with all local. Frank Trovao Trovao & Associates. Inc. Dba The Christmas Light Guy Co. October 11 . 2016 Page 4 of 6 state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services. including all Cal/OSHA requirements: all emissions limits and permitting requirements imposed by the California Air Resources Board (GARB) or other governmental agencies: and all water quality laws. rules and regulations of the Environmental Protection Agency. the State Water Resources Control Board and the City. By executing this Letter Agreement. Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens. including. but not limited to, the Immigration Reform and Control Act of 1986. as may be amended from time to time. Contractor shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors. sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Contractor's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder. Contractor certifies that it is aware of the provisions of Section 3700 of the California 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 agrees to comply with such provisions before commencing the performance of the Services. Finally. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement. Contractor shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement. the action shall be brought in a state or Frank Trovao Trovao & Associates. Inc. Dba The Christmas Light Guy Co. October 11 2016 Page 5 of 6 federal court situated in Los Angeles County. State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work. disputed work. claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work. disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. Contractor shall not assign, sublet. or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein. and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement. the language of this Letter Agreement shall be construed simply. according to its fair meaning. and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define. limit. augment, or describe the scope, content or intent of this Letter Agreement. Contractor warrants that the individual who has signed this Letter Agreement has the legal power. right and authority to make this Letter Agreement and bind the Contractor hereto. If you agree with the terms of this Letter Agreement. please indicate by signing and dating where indicated below. • Frank Trovao Trovao & Associates, Inc. Dba The Christmas Light Guy Co. October 11, 2016 Page 6 of 6 CITY OF ARCADIA TROVAO & ASSOCIATES, INC. DBA THE CHRISTMAS LIGHT GUY CO. Dominic Lazzaretto Signature City Manager 6/k 1 rO v9-0 trAte Name Date- PreS I cte4 ATTEST- Title , le)A4 • Date 1 .P Li A tit k I I APPROVED AS TO FORM: • 6-1Cq±AAA—..- c? Stephen P. Deitsch City Attorney Scanned by CamScanner