HomeMy WebLinkAboutBRIGHTLIFE DESIGNS, LLC (3)INSURANCE NOT ON FILE A-2024-124
WORK MAY NOT PROCEED
CITY CLERK
DATE: AUG 2 9 1014
AGREEMENT FOR HOLIDAY DECORATION, INSTALLATION,
c 4 R t � � REMOVAL AND STORAGE BETWEEN
(Jult,e CAs6) -W' BRIGHTLIFE DESIGNS AND CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this 20th day of August, 2024 by and
between BrightLife Designs, LLC, ("Contractor"), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of
California ("City").
RECITALS
A. On February 28, 2024, the City issued a Request for Proposal No. 24-023A ("RFP"), by
which it sought a contractor to install, remove, and store holiday decorations for several
areas in the City of Santa Ana. Contractor submitted a timely and responsive proposal
which has been selected by the City.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Scope of Services - Exhibit A,
attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for
City, the rates and charges identified in Compensation - Exhibit B. The total amount
to be expended during the term of this Agreement shall not exceed S 144,400.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. City and
Contractor agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House (ACH) transfers. Contractor agrees to execute the
City's standard ACH Vendor Payment Authorization and provide required
documentation. Upon verification of the data provided, the City will be authorized to
deposit payments directly into Contractor's account(s) with financial institutions.
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Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on September 1, 2024 and continue through February 1,
2027, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent Contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works 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 Contractor under this Agreement ("Documents & Data"). Contractor
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 under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor 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 use not within
the purposes intended by this Agreement shall be at City's sole risk.
G. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, to obtain and maintain insurance, as described below, for the
entire Term of this Agreement, against claims for injuries to persons or damage to property which
may arise from or in connection with services, products and materials supplied to City. Total cost
of such insurance shall be borne by Contractor.
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MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met
with primary and umbrella/excess insurance policies.
2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any
auto (Code 1), with limit no less than $1,000,000 per accident for bodily injury and property
damage.
3. Workers' Compensation: as required by the State of California, with Statutory Limits,
and Employer's Liability Insurance with limit of no less than $1,000,000 per accident,
policy or employee, for bodily injury or disease.
If the Contractor maintains broader coverage and/or higher limits than the minimum requirements
for each line of coverage shown above, the City requires and shall be entitled to the broader
coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds, under Contractor's CGL and Automobile Liability
policies, with respect to liability arising out of work or operations performed by or on
behalf of the Instructor including materials, parts, equipment, and personnel furnished in
connection with such work or operations.
2. Contractor's Insurance company(ies) agrees to waive all rights of subrogation against
City, its City Council, its officers, officials, employees, agents, and volunteers for losses
paid under the terms of any policy which arise from work performed by Contractor under
this Agreement.
3. For any claims related to this contract, Contractor's insurance coverage shall be primary
and any insurance maintained by City, its City Council, its officers, officials, employees,
agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring
that Contractor's insurance shall apply separately to each insured against whom a claim is
made or suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policy(ies) required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given to
City. Ten (10) days prior written shall be provided to City for policy cancellation or non -
renewal due to non-payment.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
20 Civic Center Plaza, Santa Ana, CA 92701. The name and location of project must be
included in the Description of Operations section of each certificate.
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f3iI11109MMI
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements (or copies
of the applicable policy language effecting coverage required by this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work
begins.. However, failure to obtain the required documents prior to the work beginning shall not
waive the Contractor's obligation to provide them. The City reserves the right to require complete,
certified copies of all required insurance policies, including endorsements required by these
specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. 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.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
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or documents provided by Contractor to the City pursuant to this Agreement.
9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
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applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
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17. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director,
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
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To Contractor:
Joe Castro
Owner/Designer/Legal Compliance
Bright Life Designs, LLC
16351 Gothard St., Ste C
Huntington Beach, CA 92647
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signatures on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
CITY OF SANTA
Alvaro Nunez
City Manager
CONTRACTOR:
I
By�G (&If' At 4L -'LX L 2e
Andrea Garcia -Miller Na Joe CKstro
Assistant City Attorney Title: Owner
RECOMMENDED FOR APPROVAL:
Michael L. Garcia
Executive Director
Community Development Agency
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EXHIBIT A
SCOPE OF SERVICES
(a
CITY OF SANTA ANA
EXHIBIT I
SCOPE OF SERVICES
The Contractor shall install, remove, and store holiday decorations for several areas in the City of Santa
Ana as specified below.
A. Annual Proposal and Safety Inspection
1. Annually, during the months of July -August, Contractor is responsible for:
a. Providing a proposal for holiday decor for City's consideration,
b. Refurbishment recommendations,
c. Identification of new locations for holiday decor, and
d. Itemization of the cost per season/use.
2. Prior to installation each year, Contractor must perform a comprehensive inspection of all
decorations and lights to ensure safety and to identify any signs of wear.
3. A comprehensive plan for the annual replacement and refurbishment of decorations is
required to ensure proper working order, safety, and a consistent visual appearance each
year.
B. Electrical Component Installation
All installation of electrical components must adhere to the highest standards of safety and best
business practices for outdoor electrical installation and use.
C. Installation & Removal Timeline
The installation of holiday decorations is scheduled to take place during the 2"d or 31 week of
November, annually. All holiday decorations must be removed by the 1It or 2"d week of January
each year for annual cleaning and storage.
D. Installation & Removal of City -Owned Decorations
1. The Contractor is expected to handle the installation, removal, and storage of 79 Light Posts,
each adorned with 10' sections of decorated garland (two per pole).
2. Additionally, the Contractor is required to manage the installation, removal, and storage of a
total of 158, 24" red bows with gold trim with which each Light Post will be decorated,
equating to 2 bows per pole.
3. The Contractor is also to provide five (5) 10' sections of decorated garland with 24" red bows
and gold trim for additional decorations, as well as provide suggestions for specific additional
opportunities for decoration.
E. Advisory Services for Specific Additional Decorations
1. Provide recommendations and lease options for two large or four small/medium illuminated
accent decorations to be strategically placed in key locations within Downtown Santa Ana
and other areas in the City, such as large parking structures.
2. Provide at least two suggestions and lease options for holiday decorations or lighting
opportunities (e.g., snowflakes) capable of illuminating walls or buildings within the
Downtown area and other areas of the City.
City of Santa Ana RFP No. 24-023A Page 18 of 54
(a CITY OF SANTA ANA
3. Provide suggestions for string lights that hang parallel to 4th Street, affixed to the light poles
from French Street to Ross Street. Include cost of removal of existing lights.
F. Locations
Locations for decorations are throughout Downtown Santa Ana (DTSA) and are as follows:
• 4th Street between Mortimer & Ross Street
• 3rd Street between Mortimer & Ross Street
• Plaza Calle Cuatro
• Second Street Promenade, 2nd & Broadway
• Skyline at 4th & Spurgeon
• Skyline at 4th & Broadway
• Other locations as recommended by the contractor
City of Santa Ana RFP No. 24-023A Page 19 of 54
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