HomeMy WebLinkAboutDISPLAY CITY, INC. 1City of Santa k °a G 200
-Clerk of the Cou,..d C J
AGREEMENT TERMINATION
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Please complete this form when the attached agreement is no longer 20 8 M S- 53
in effect. Return form to the Clerk of the Council Office (M -30). _ ANA
Call 647 -5237 if you have any questions. A;-
LEI
The agreement with
No. 1/ - 0200 6 -03 7 -03 a was completed on
and final payment has been made.
4 N- 2006 -031
Amendmob
N- I0016- 031 -0I
N - -.006-031-oa
Revised 07 -23 -07
Department aDA / AdjyL c;n -
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Date:
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N-2006-037
CONSULTANT AGREEMENT
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THIS AGREEMENT made and entered into this ~ day of ,2006 by
and between Display City, Inc., a California corporation (hereinafter "Consultant' 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 (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field
tree lighting maintenance.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant 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
Consultant shall provide maintenance for the tree lights hung at Second Street Mall, as
set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $4,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. 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 the date first written above and terminate on
December 31, 2006, unless terminated earlier in accordance with Section 12, below. The term of
this Agreement may be extended upon a writing executed by the Executive Director of the
Community Development Agency and the City Attorney.
.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant 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.
3
9. 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 telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
With courtesy copies to:
Executive Director of the Community Redevelopment Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6736
and:
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Display City, Inc.
5507 Windward Avenue
Long Beach, California 90814
telefacsimile (562) 961-5659
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 telefacsimile, 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 local holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, 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 Consultant. The parties
4
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 Consultant nor
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 are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant 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 consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the Agency upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. 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.
15. PROFESSIONAL LICENSES
Consultant 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,
5
the City of Santa Ana and all other governmental agencies. Consultant 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.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
.
CITY;a:aa
DAVIDN.REAM
City Manager
ATTEST:
PATRICIA E. HEAL
City Clerk
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
'y
By: i,
Laura Sheedy
Assistant City Attorney
~~
PATRICIA C. WHITAKER
Executive Director
Community Development Agency
~tL~
ERIC PETERSON
Principal
Tax ID # I~ - 42-1 Cfg7 J
REC MMENDED FOR APPROVAL:
6
ESTlMATE
000320
Date:
03.10.06
Display City, Inc.
5507 Windward Avc.
Long Beach, CA 90814
ph (S62}961-S6S7
fx (562-) 961~5659
ericCpeterson@charter.net
www.displayCity.nel
Install Date:
Shinoine: Via:
RenID:
Terms:
POI:
Please sign this estimate and fax to
(562-) 961.5659 to indicate your approval.
1 - 3 weeks
Local Install
EP
Upon Receipt
Bill To:
City of Santa Ana
Redevelopment Department
20 Civic Center Plaza M-25
Santa Ana, CA 92701
contact Danen Mercado
phone 714-647-6549
fax
Shinto:
Artist Village Tree Lighting Program
Santa Ana Downtown
Santa Ana, CA 92701
contact
phone
email
Danen Mercado
714-647-5403
DMercador'cllci,sanI8-anaca,us
anti Descri tion Unit Price Extended
Artists Village Tree Lighting Program Maintenance.
Display City will replace all failed light bulbs, adjust light
lines, secure any lines that have come dislodged, redirect
any lamps and check all connections for waterproofing.
All new "u" staples will be installed on tree trunks.
250 bulbs SLWG-8 replacement lamps 2.15 537.50
1 lines Miscellaneous materials, staples, connectors and grow tape. 380.00 380.00
32 labor Estimated man-hours for refurbishment" 40.00 1,280.00
"Maintenance will require two men, manlift truck,
da}1ime installation, Santa Ana to turn lights on during
the day for a two day installation maintenance.
This proposal is a not - to - exceed this quantity. Actual
materials used and hours will be on final bill.
Buyer Signature Subtotal $2,197.50
Title Tax 7.75% 41.66
Freight 78.00
Seller Signature: Eric Peterson Total 4:2 ry17.16
Title:
Principal
~T"=-
Cancellation subjeclto 15% restocking fee. This contract shall be construed and governcd in accordance with the laws of the State ofCA.
:-<ot a Partnership or Joint Venture. Arbitration of Disputes- any dispute or claim in law or equity arising out of this agreement be
decided by neutral binding arbitration. The unsuccessful party in such action agrees to reimburse the successful parly therein for its
reasonable expenses and attorney's fees. Contraclor not responsible for vandalism or Acts of God.
Products installed, removed, and maintained by Display City Sub Contractor
Storage in Gated and Monitored Industrial Property Located at 400 South Grand Ave. Santa Ana, CA
Products procured by Display City. Installations organized by Display City.
Maintenance and questions handled by Display City, Inc.
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
7
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04/17/2006 MON 13:03
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FAX 714+565 4020 CITY OF SANTA ANA ~~~ CDA-MAIN
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BRIAN ROBINSON
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ACOBJ}. CERTIFICATE OF LIABIUTY INSURANCE I llIItt ~rn)
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-- tIlIll CERrACAlIi 1$ !$Sum .liS ,. ''''if''''' Of' 1NF<lRIIA.'T1OM
PHILIP B. ROBINSON INSVRANCE a.." ",lID ca. .~ 1101 IIICIMTS UPOH: Ttt. ceRnACA.115
HOLDaO. ....S _J"rE DO~ NOT A_!l, -.... ""
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- ....... ..AMERICAN STATES INSURANCE CO
DISPLAY CITY INC --
5507 WINWARD AVE ....... '" .-
LONG BE~~, CA 908'~ ~D:
562 96,1 - 657 .,
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-.tAT PeRT" 'ftE INSUfWIfCE ~ClIiD aV ntr;. POJClIES DeSCAlIED HEJteN IS ~r TO All. 1l4i 1&IMS, E)CClUSlO~ JIlIIIO CQNOrtlONs C)I. st.JCt-oI
POr.ICfC, JGQWr..4Tf: l"lTS SHOWN MIW H^-VI: KiN AEOlJCEtJ BY' 1'".1,1I; ~. -
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!,-_........ 01CG63S0S1 9-17-05 9'7-015 0H;ItllCQrl>'81O<. ".000.000
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......... GF'~""""'" .~___~ ..,..IID'- .......'-...-~
SIGN MFG * IF CANCELED FOR NON~AYMEN'l' 10 DAY NO'I'ICE IS GIVEN
CERTIFICATE HOLDER IS NJ\.MED AS ADDITIONAL INSURED ON THE GENERAL LIABIL1'l'Y &
EXOliSS L.U.B:I:Ll;,):,V 'POLICIES.
CEJrn~CA"'" HOL.OEA ..JI~",,,,___"-~ ""_LLA1lCN
C.I.'J.'Y OF SANTA """ ~~..,._~..-....zIHeJ'-'~IIJllMIa""'~
20 CIVIC CENTkR PLAZA IMIE ~_ 'DIE _ ..... WlU- -- 10 111M. .J..L PiMa WRfT'FD
SANTA ANA. CA 91701 1IO'IIC.'It~1H.r.~ttO"""~!D'lMt.UfT._, . \r"'-- .. ..
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FAX 714+565 4020 CITY OF SANTA ANA ~~~ CDA-MAIN
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BRIAN ROEINSCN
PAGE B2
ADDmONAL INSURED RNDORSEMENT
FOR COMMERCLA.T GRNF.RAL lJABlI,ITY PQUCY
InsurmceCompany 1I,meR." f'L.I'l S~.ft"J ~!; a,
1bis /:ndorsem=m modi1il=l ~uch lno\lX2lllCC!lS i3 Affo!<lod by the provioions of Pnlicy
# /) I C r? {., JS'nSJ reJalini to the following:
L The City of Santa Ana, 20 Civic Center PI~ Santa Ana, California 92701; ibl
oflicen, _ploy_ "ll"'IlS, vollJfltcers and feIIfC5Clltatives are named as additional insured
("additional insuted") with regM! to liability and defense of suits arising from tlx op~rations and
USC8 performed by or on behalf of the named insured.
2, Withresp..eno claims arising out ofthc: 0pera1i0llS and Ul<espcrfonned by or on
beb.lf of tho ~ .insuted, such ~ as is aB'crd.cd by this policy is primary alId is nor
adc:IilionallO or CDlltributiJIg with any otbc:r insurance carried by or for the b==6t oftlu:
addHiunal Wsutcd..
3. This in..urance lIIlPUes separately to each inSlll'ed &pinS! whom claim is made or
suit is brought except with resp<<t to the ~s limiu; of liability. TIlt; inclusion atllllY
peI'SOll or ~iza1ioD as an ins1nd shall !lOt affeet any right which such pawn or m:ganiz.ation
would bave lIS a claimant If DO! SO iMludecL
4. With Rspoc:t to till! addiliooal iflSured, Ihi$ iasarance sball not be con..s\1ed, or
lll3lerialJy reduced in CO'VCl3gC or limits except alter thirty (30) days written notice bas been
g1val to the City orsauta ADa,' 20 Civic c....ter ~ S..nta ADa, C.:\lifomia 92701,
(Completion of !be following, inclndine: coU1lte:r$l~ is req1lired to IXI8.ke this ODdonicme.at
effective.)
Effe<:tive
~olicy #
IllSuM to
l/--7/~ /". . this endorsement form as a part of
t:>~~f t.:I'2jrl
'Vi ~n f ." .:1",1'1('_
I Named InsW'ed
CO~gIled by -C3, .L
A:uthori%ed Reprcst:ntative'
Exhibit 5, P"'8" 2 or 4
$2/i