Loading...
HomeMy WebLinkAbout090208 Agmt Dektra-Lite for Banner Manuf-InstallationREQUEST FOR AGENCY ACTION AGENCY BOARD MEETING DATE: SEPTEMBER 2, 2008 TITLE: AGREEMENT WITH DEKRA -LITE FOR BANNER MANUFACTURE AND INSTALLATION EXECUTIVE DIRECTOR RECOMMENDED ACTION AGENCY SECRETARY USE ONLY: i�'10; c�trrnieni�a ate: Hireta�c�� APPROVED As Recommended 7' U As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the Executive Director and Agency Secretary to execute the attached agreement with Dekra -Lite in an amount not to exceed $22,000, for a term ending June 30, 2009, subject to non - substantive changes approved by the Executive Director and Agency General Counsel. The Redevelopment Agency has been working with the Santa Ana Merchants Association regarding installation of banners along the South Main Corridor from First Street to Warner Avenue. The banners will be double faced on the street side of every other street light pole in order to provide a uniform distribution along the corridor. The Agency will be responsible for the cost of manufacturing and installing 66 banners. All liability and maintenance for the banners will be the responsibility of the Merchants Association. Dekra -Lite has over 20 years of experience in design, creation, and installation of professional banners and will manufacture and install these banners within the South Main Street Corridor. For several years, Dekra -Lite has worked successfully with City staff on other projects at the Santa Ana Regional Transportation Center and in the Downtown. 4 -13 Agreement with Dekra -Lite for Banner Manufacture and Installation September 2, 2008 Page 2 FISCAL IMPACT Funds are available in the South Main Commercial Corridor - Other Contractual Services Account (account no.553- 951- 6291). APPROVED AS TO FUNDS AND ACCOUNTS: "ham, Y1 H Ue cam r"q Nancy T. Edwards j„ Francisco Gutierrez Q Assistant Director Executive Director Community Development Agency Finance & Management Services Agency CJN /NTE /GL /mlr 090208 AgreeDekra -Lite 4 -14 AGREEMENT FOR MANUFACTURE AND INSTALLATION OF BANNERS THIS AGREEMENT, made and entered into this 2nd day of September, 2008 by and between DEKRA -LITE, a California corporation (hereinafter "Contractor "), and the Community Redevelopment Agency of the City of Santa Ana, a public body corporate and politic (hereinafter "Agency "). RECITALS The Agency desires to retain a contractor having special skill and knowledge in the field of manufacturing and installing decorative street barriers. A. Contractor represents that Contractor is able and willing to provide such services to the Agency. B. 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 manufacture and install banners along the South Main Corridor from First Street to Warner Avenue in Santa Ana, as set forth in Exhibit A to this Agreement. Agency may request additional banners or services during the term of this Agreement. Said request shall be made in a writing, executed by the Executive Director of the Agency, which details the services to be provided and the cost of such services. 2. COMPENSATION a. Agency agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The contract award for such services pursuant to the Contractor's Proposal shall not exceed Nineteen Thousand Twenty Eight Dollars ($19,028.00). The project budget allows for additional funds for contingencies, subject to prior Agency approval, supported by adequately documented approved change orders /invoices, in the amount of Two Thousand Nine Hundred and Seventy Two Dollars ($2,972). Therefore, the total sum to be expended under this Agreement shall not exceed Twenty Two Thousand Dollars ($22,000.00). b. Payment by Agency shall be made as follows: • Fifty percent (50 %) upon delivery of manufactured banners • Fifty percent (50 %) upon installation of banners. 4 -15 Payment shall be made within seven (7) days following receipt of proper invoice evidencing work performed, subject to Agency 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 Agency. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2009, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Assistant City Manager for Development Services and the Agency Attorney. 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 Agency. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the Agency 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. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the Agency, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply Agency with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the Agency Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 4 -16 c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the Agency upon execution of this Agreement and shall be approved in form by the Agency 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 Agency. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the Agency, 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 Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the Agency, including fees and costs for special counsel to be selected by the Agency, regarding any action by a third party 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. 7. CONFIDENTIALITY If Contractor receives from the Agency 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 4 -17 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. 8. 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. 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 Agency: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and Executive Director of the Community Development Agency City of Santa Ana 20 Civic Center Plaza (M -25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6939 Agency Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Contractor: DEKRA -LITE Mike Sterling 3102 W. Alton Avenue Santa Ana, California 92704 Telefacsimile (714) 436 -0612 A party may change its address by giving notice in writing to the other party. 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 4 -18 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 Agency holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Agency 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 Agency 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 nor the Agency. 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 Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Agency and any such assignment, transfer, delegation or subcontract without the Agency's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Agency's ability to have any of the services which are the subject to this Agreement performed by Agency personnel or by other consultants retained by Agency. 12. TERMINATION This Agreement may be terminated by the Agency upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the Agency shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. 13. DISCRIMINATION Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 4 -19 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 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 Agency 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 Agency fully, including reasonable costs and attorney's fees, for any injuries or damages to Agency 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. // // // // // // 4-20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Secretary APPROVED AS TO FORM: JOSEPH W.FLETCHER Agency General Counsel C Laura Sheedy Assistant Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA CYNTHIA J. NELSON Executive Director DEKRA -LITE MIKE STERLING General Manager Tax ID# 4 -21 EXHIBIT A SCOPE OF SERVICES Qty Description Unit Price 66 36" x 60" Fancy Banners (4 Designs) $108.00 4 color process digital banner printed on 13 oz Industrial grade Matte finish vinyl sewn back to back for a total weight of 26 oz. 3 Year No -Fade Warranty 66 Windbreaker Single Set 36" w /Band -It 6 Year Warranty (Arms 36 ") 1 Custom Art Design Charge $85.00 Fee waived 1 Custom Banner Set Up - $340 Fee Waived 66 Installation of new banners and permanent Windbreaker bracket sets. Includes removal cleaning and storage of banners. Subtotal Tax Freight TOTAL Install date September 11 -18, 2008 50% due on delivery of manufactured barriers 50% upon installation of barriers 8 4 -22 $ 89.95 $ 0.00 $ 0.00 $ 75.00 Total $7,128.00 $5,936.70 $ 0.00 $ 0.00 $4,950.00 $18,014.70 $1,012.52 $0.00 $19,027.22 EXMBIT 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: 1. The Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; their 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 Community Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (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 4-23 THIS PAGE LEFT BLANK INTENTIONALLY 4 -24