Loading...
HomeMy WebLinkAboutA5727 - THE JARVIS COMPANYCONTRACT SERVICES AGREEMENT Pacific Decorating Installation 2018 Holiday Lighting THIS AGREEMENT FQR CONTRACT SERVICES ("Agreement") is made and entered into on Gs( , 201 , by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Pacific Decorating Company, a ~- , ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a contractor, for 2018 Holiday Decorative Lighting ("Project"). B. Contractor has submitted to City a proposal to provide installation, maintenance, service calls, removal and storage of City -owned Holiday Decorative Lighting elements to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide installation, maintenance, service calls, removal and storage of city -owned holiday decorative lighting elements, services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terns set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. ?? 599 f DUPLICATE ORIGINAL Revised:1131/18 101 1A Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $ 20,051.62. 3.2 Method of Paymenyt. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Chanees. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3A Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. Revised: 1/31118 1?o je�4 I C 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fines, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect installation starting no earlier than October 26, 2018 and completed no later than November 17, 2018. Removal shall be started no earlier than January 14, 2019 and completed no later than January 20. 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work: Tara A. Johnsen, Operations Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any 3 Revised 1131118 7�ns�n. t decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Tara A. Johnsen Operations Manager 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 4 Revised: 1131/16 ?K13'M, I or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a parry to this Agreement. 7.2 Desian Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party'; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any tern, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non -design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non - design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. $ Revised: 1/31118 81 Recorda. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 6 Revised: 1131/18 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; Iayoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, 7 Revised 1131118 including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquita Canyon Way Palm Springs, California 92262 To Contractor: Pacific Decorating Company Attn: Tara A. Johnsen P.O. Box 850 Grass Valley, CA. 95945 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. $ Revised 1131116 7205W) I 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 9 Revised:1131118 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: �d By: David H. Ready, PhD 1 A City Manager APPROVED AS TO FORM: ATTEST By-, &--I - 1. P�jBy: w Edward Z. Kotkin, fow kfithony r City Attorney City Clerk APPROVED By CU MAGER Ow (-0 51di Date: .\ Date: "CONTRACTOR" Pacific Decorating Company By:. —a Tam A. Johnsed Operations Manager qlz4rc 0.& SeeAtfa W Not To Exceed �� CA Acknowledgemeei Without The Express Written Authorization Of The City Maraaier Revised 1131/18 730599 1 CALWOVAU ALL*URPOW AMOWLEDGYENT C r4L 000E 8110 A nsoay pbfc or od w allow.. the own& M I wilts c* dw jCjM" d tots irtdvidtai thins sow do docigms to Wild Ala aer IS, b sasched, snd rode euhk tss& accuracy. v vai ft of lttw dacuvioL 8fab of CWMWWAM �,, f y Oarty dQ y Onnh�� 2di�t>Omno. arN. biwrt AiW�,WWa�td TNbe of ble cw► pwoenely mppond TT • 3 N Nwrhwof s aomqv- wle prored to ma an the bsais of als9 to be ?! tdtos , non hh*w b the t ID-1, ina4unwtt and b lute waded the sane In 'i+i sdhorited aapa�y� and 1tiM! v the � an Ufe itebtanetrd Uu peteort�sy: =-My upon b@W d which the peraan etseaded tlta il,ofnartwtt I atrbify under PENALTY OF PERJURY tender the tours d the Stab of CaMm is the the knepoinp psra¢sph is ttue and oprredt KAYO EIERMANN MINIM MY Notary Public -California Nevada County Commission p 2235584 ' My Comm. Expires Mar 24. 2022 ofMdWyPub& Piece Mabry 9sd Ab►v Though M aee6, 180PUMINE ccM V %Ig M lnibrrradon d deter aR nUM elf Bw dotcunw* or beud�iwrt maffimb nwt of M !bm to an unkidwicW dbamwrL Dwaiptim of Adeohal Docupwit n" ogwu Title v Type of �Gi' �c-f11 0 ��w De WWd Dry li Mo bw at Pagm ' r Sow" Othw Thm Nwesd Abavc ^ c4ped"O"I Wimad t7 stow) aiwwa� Monwamulm Oaporati OMW —Thep C-Ponds Of — — TiM�, t): O Penner — ❑ Lin ftd 0liwrwsl� O Partnw — Q Limiisd E3 owtwal O Irs6viduai o Atbntey In Fed i3t#Mdtdl ❑ Ant w y it Fed E3 Truotee O Ouaden or Cornmallor O Tnm1r _ E3 Arden or Conewwoh r OOthwr p Other. Sigttw I$ flepwnatIW SWW Is Rew-W&I'`, WM4 NeOerttlb Nsbwy AnicoMor • wwl66ottWHIAry org • 14BOG M NOTARY V 4 0 490.af n nwn I5W 1 I Revised: 1/31/18 t2l►4t><1 I EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees WSJ Schedule of Performance 12 Revised: 1/31118 720599.1 Account # 1517 PACIFIC DECORATING COMPANY INSTALLATION CONTRACT This contract entered Into by and between Pacific Decorating Company (herein after "Installer") and City of Palm Sorings (herein after "Customer"). Witnessed that the parties hereto do mutually agree as follows: ARTICLE I TERM OF CONTRACT The term of this Contract schedule, with respect to each item of installation listed here in; 209 Shooting stars: 95-5 Point Stars: 3 Skylines: 1-22' Rotating Christmas Tree Deer Family is for a term of 122mmo_nths. Commencing October 2018. ARTICLE II STATEMENT OF WORK Installer shall install, remove and store decorations for customer. Location of installation: City of Palm Sorings, various locations. Installation will start no earlier than October 26,2018 and must be completed no later than November 17, 2018. Removal shall be started no earlier than January 14. 2019 and completed no later than January 20, 2019. Installer shall not be liable for delays of installation or removal of decorations caused by weather, acts of God or civil unrest. ARTICLE III PAYMENTS Customer shall pay to Installer for the performance of this contract a price of 20 051.62, which shair constitute total compensation to Installer. Installer is under no obligation for performance of this Contract unless executed Contract Is returned and payment Is made by the payment due date. PAYMENT SHALL BE AS FOLLOWS: 50% $10,025.81 due upon receipt of Contract return date, prior to installation 50% $10,025.81 due u-aon receipt or within 30 days of invoice. ARTICLE IV WARRANTY Installer warrants all work shall be performed in a workman like manner. Except for the warranty of performance in a workman like manner. Installer makes no other warranties, expressed or implied. In any event, Installer shall not be responsible for loss of decorations cause by any reason whatsoever, including but not limited to: theft, fire, vandalism, or act of God. ARTICLE V PRODUCT DISPOSAL Upon cancellation of contract, Customer will be responsible for disposal of their product. Customer shall notify Installer 48 hours before picking up their product or pay Installer to dispose of product. ARTICLE VI INSURANCE Installer shall obtain a policy of Insurance insuring installer and Customer against liability for loss suffered by third parties with respect to the installation of said decorations in the amount of $1,000,000.00. Installer will provide Customer with proof of insurance, if requested by Customer, at no charge. Customers may be added as Account # 1517 additional insured upon request at no charge. Any and all other insurance required by law or by the Customer shall be the Customer's sole Responsibility. ARTICLE VII SITE PREPARATION AND PLOT PLAN The location for the Installation of the decorations shall be furnished by customer and must first be approved by Installer or its representative as to feasibility for installation. Customer will be responsible for securing any permission, permits, and licenses necessary for proper installation of decorations from owners, lessees, lessors, city, state and other governmental authority. Customers will be responsible for all necessary fees. Installer is given permission to install decoration hardware items including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items will be left in place between seasons. ARTICLE Vill ELECTRICAL SOURCE AND CURRENT Customer shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 8 feet of the decoration installation site, for distance greater than 8 feet Customer will be charged for extension cords. To be billed with second installment. Customer warrants that the electrical connection supplied shall be suitable for the intended purpose. Customer shall be responsible for payment for electric current consumed by decorations. ARTICLE IX SUBCONTRACTORS AND ASSIGNMENTS Installers have the option to assign all or part of its rights and obligations under the terms of this Contract. Any such assignment shall not relieve Customer of its duty of performance under any of the terms or conditions of this Contract. ARTICLE CONFLICT OF APPLICABLE LAW If any paragraph or provision of this Contract is declared contrary to public policy unenforceable in law or equity, then in that event, that portion shall be deleted from this Contract, and remaining portions shall remain in full force and effect. ARTICLE XI DEFAULT In the event of a default of any payment of any sums due hereunder, or in the performance of any other covenant herein, and if customer fails to cure said default within three (3) days after written notice from Installer, or if Customer becomes insolvent, or ceases to do business as a going concern, or makes an assignment for the benefit of creditors or any proceeding or petition under the Bankruptcy Act as amended is filed by or against customer, (including a proceeding for reorganization, arrangement, or extension) then in such event, Installer at it's sole option shall have the right to terminate this contract as to any and all items of installation, and Installer shall thereupon by entitled to recover from customer the excess, if any, of the amount of payments reserved in the Contract for the balance of the stated term. ARTICLE XII SERVICE CALLS There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation including but not limited to vandalism, weather or acts of God. In the event the problem is not related to installation Installer will charge Customer an additional $70.00 per hour including travel time. If adequate power or proper electrical connections are not available at installation site at the time of installation Account # 1517 and Customer wishes Installer to return to the installation site to connect the electrical at a later date there will be an additional charge of $70.00 per hour Including travel time. ARTICLE XIII ADDITIONAL TERMS None X Dates to be mutually agreed upon by installer and customer Executed this contract on date set forth by their signatures: TARA A. JOHNSEN CUSTOMER DATE: July 31, 2018 DATE: Johnsen Commercial Services dba PACIFIC DECORATING COMPANY PO Box 850 Grass Valley, CA 95945 opemtions(@,Pacificdecoratingco.com PACIFIC DECORATING COMPANY Commercial Decoration Installation Pacific Decorating Company P.O. Box 850 Grass Valley, CA 95945 operations@pacificdecoraiingco.com (877)530-2224 47-1254695 58410-Facilities Maintenance FCMT Facilities Director 425 N. Civic Drive Palm Springs, CA 92263 Invoice P .et. 07/31/18 Bill To: _ Accounts Payable 425 N. Civic Drive Palm Springs, CA 92263 Account M ��l No. Terms Due Date 1517 7 Net 80 09/29/18 Item Deactiptton Amount 1 2 Total Contract Amount $20051.62 1st Installment Now Due 0.00 10,025.81 Total $10,025.81 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) 13 Wised: V31118 720599 1 i INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: I. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($I,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 14 Rev sad 1131/18 7205414 1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials. employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work -performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or'for any and all work -performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 15 Revised 1131118 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severabiiity of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 16 Revised: 1131/13 7-10599.1 CONTRACT SERVICES AGREEMENT JOHNSEN COMMERCIAL SERVICES dba THE JARVIS COMPANY for Installation of 2017 Holiday Decorative Lighting THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into onWDAMW U 2017, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Johnsen Commercial Services dba The Jarvis Company ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a contractor, for 2017 Holiday decorative Lighting, ("Project"). B. Contractor has proposed to provide installation, maintenance, service calls, removal and storage of City -owned Holiday decorative lighting elements to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide installation, maintenance, service calls, removal and storage of City -owned holiday decorative lighting elements, as services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 ComplIance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. Contract Services Agreement 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1A Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation_ of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $ 19,096.78 (sum includes cost of services, optional services at City discretion of $2500 and S25 for issuance cost of insurance certificate) 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 AIRpropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Contract Services Agreement 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier tenninated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect until July 31, 2018, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor, Tara A. Johnsen, Operations Manager is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. Contract Services Agreement C 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 _Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Tara A. Johnsen Operations Manager 5. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, Contract Services Agreement or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non -design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non - design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. Contract Services Agreement o 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the perfontiance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownershi of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8A Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the tern of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. Contract Services Agreement 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Lezal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. Contract Services Agreement To City: City of Palm Springs Attention: City Manager? City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Johnsen Commercial Services dba The Jarvis Company Attn: Tara A. Johnsen P.O Box 850 Grass Valley, CA 95945 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. Contract Services Agreement IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By - David H. Ready City Manager APPROVED O FORM: i Eddie Kotkin, City Attorney APPROVED BY UrY MANAGER ATTEST y_k,'lq, A.qj A5V I By Kathie Hart, Interim City Clerk "CONTRACTOR" Johnsen Commercial Services dba The Jarvis Company Date: By: 1- 6 Tara A. ohn n Operations M nager Contract Services Agreement CAUFORKIA ALLY ACKNOA1tIupwm CnRL CODE § 1189 x<.a,a•ai.n�c.v..r,n�.r..nfL'i�flin n i.. ..iM,� M.a •n�o.m +r,c `.,^ r�6raClSyt`s �" ^..�•�r- - a, ee -,� A rxxry 1nAfe or new drrcar ocmpi nrl ft aerrTimma veFam cr* to denIq of the iced kkisl %ft SOW the document to va+ir*+ the carptrc e is ausehsd, and not are rustAkmw aonuracy, or vafdiy of do dommnt state of c ) cour++y of -,J. ) to Jamie H" and Tft of the off CW pareorv* appeared _ 1 �n e{ e-,x marneN af SOWN.._ who proved to me on fhe basis of eatiafa I ry evidence to be the person(a) whose nffitrn[aj Were subeeribed to the within radn eertt and acknowledged to me that ha/a uMmy executed the acme in heAwAh w auBronzed cupw* w* and that by hwAvvAhwi aignallure(s) on the irwbtar ant the persan(e), or the entity upon behalf of which the pereen(e) acted executed the inslnunent DAVID J. ELLIOTT Notary Public-Cafifornie Nevada County Commission C 2192413 My Comm, Exores May 17, 2021 Plana Notrsr blew! Above I certify undsr PENALTY OF PEFUURY order the taws of the State of that the f7-"o ng pategraph is true mid m WTF?A y aeal. Signa6ae of Akd ary RdArrc OP 70M LL 7lratgh theta aacffan is �>at t�tirlg tfsia frdbrrnatisxr can deter sAar�iien oJthe document or . ftaerairlart# � of ttse lfxm to sir eorrt�prxfarf dtratmenf, Description of AttacheF�Egwjx) / Title or Type of Damn�L L7aratmret Ehtee t �(Q ��� � Number of PqR Other Than Narnad Abam: /A 10 /e Cap—ly fee) CU&Md by Sig—r(p) Signers Norris l7 Corporate Oft- — Tmaft ❑ Partner — ❑ Lasted ❑ t iertersf ❑ trrSviduei ❑Attorney in Fnd ❑ Tnrelse ❑ Guwdm or Coneervah r 1301111W. Signer to Reprasatifing: Signora Narw ❑ Corporals Officer -- Tbe(a): ❑ Pwtnar — ❑ LkMW ❑ Genenal ❑lnrfivkkW ❑Attomey n Fad ❑ Trustee ❑ (3uandien or Cow er ❑ Other- Signer to Represaning: C2014 Neliond f+lofaty Aseoc;etien • www�Na6oruiNafary Qp • 1-80aU3 HUTARY 04IM4M41827) Yarn tk= Contract Services Agreement EXHIBIT "A" CONTRACTOR'S SCOPE OF SERVICES/WORK Including, Schedule of Fees e Schedule of Performance Contract Services Agreement Account # 1517 THE JARVIS COMPANY INSTALLATION CONTRACT This contract entered into by and between The Jarvis Company (herein after "Installer") and City of Palm Springs (herein after "Customer"). Witnessed that the parties hereto do mutually agree as follows: ARTICLE I TERM OF CONTRACT The term of this Contract schedule, with respect to each item of installation listed here in; 209 Shooting stars; 95-5 Point Stars; 3 Skylines; 1-22' Rotating Christmas Tree Deer Family is for a term of 12 months. Commencing October 2017. ARTICLE II STATEMENT OF WORK Installer shall install, remove and store decorations for customer. Location of installation: City of Palm Springs, various locations. Installation will start no earlier than October 26,2017 and must be completed no later than November 17, 2017. Removal shall be started no earlier than January 14, 2018 and completed no later than January 20, 2018. Installer shall not be liable for delays of installation or removal of decorations caused by weather, acts of God or civil unrest. ARTICLE III PAYMENTS Customer shall pay to installer for the performance of this contract a price of $19096.78, which shall constitute total compensation to Installer. Installer is under no obligation for performance of this Contract unless executed Contract is returned and payment is made by the payment due date. PAYMENT SHALL BE AS FOLLOWS: 50% $9,548.39 due upon receipt of Contract return date, prior to installation 50% $9,548.39 due upon receipt or within 30 days of invoice. ARTICLE IV WARRANTY Installer warrants all work shall be performed in a work -manlike manner. Except for the warranty of performance in a work -manlike manner, Installer makes no other warranties, expressed or implied. In any event, Installer shall not be responsible for loss of decorations cause by any reason whatsoever, including but not limited to: theft, fire, vandalism, or act of God. ARTICLE V PRODUCT DISPOSAL Upon cancellation of contract, Customer will be responsible for disposal of their product. Customer shall notify Installer 48 hours before picking up their product or pay Installer to dispose of product. ARTICLE VI INSURANCE Installer shall obtain a policy of insurance insuring Installer and Customer against liability for loss suffered by third parties with respect to the installation of said decorations in the amount of $1,000,000.00. Installer will provide Customer with proof of insurance, if requested by Customer, at no charge. Customers may be added as Account # 1517 additional insured upon request at no charge. Any and all other insurance required by law or by the Customer shall be the Customer's sole Responsibility. ARTICLE VII SITE PREPARATION AND PLOT PLAN The location for the Installation of the decorations shall be furnished by customer and must first be approved by Installer or its representative as to feasibility for installation. Customer will be responsible for securing any permission, permits, and licenses necessary for proper installation of decorations from owners, lessees, lessors, city, state and other governmental authority. Customers will be responsible for all necessary fees. Installer is given permission to install decoration hardware items including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items will be left in place between seasons. ARTICLE VIII ELECTRICAL SOURCE AND CURRENT Cuomer shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 8 feet of the decoration installation site, for distance greater than 8 feet Customer will be charged for extension cords. To be billed with second installment. Customer warrants that the electrical connection supplied shall be suitable for the intended purpose. Customer shall be responsible for payment for electric current consumed by decorations. ARTICLE IX SUBCONTRACTORS AND ASSIGNMENTS ................... .--........ .. Installers have the option toassignall or part of its rights and obligations under the terms of this Contract. Any such assignment shall not relieve Customer of its duty of performance under any of the terms or conditions of this Contract. ARTICLE X CONFLICT OF APPLICABLE, LAW If any paragraph or provision of this Contract is declared contrary to public policy unenforceable in law or equity, then in that event, that portion shall be deleted from this Contract, and remaining portions shall remain in full force and effect. ARTICLE XI DEFAULT In the event of a default of any payment of any sums due hereunder, or in the performance of any other covenant herein, and if customer fails to cure said default within three (3) days after written notice from Installer, or if Customer becomes insolvent, or ceases to do business as a going concern, or makes an assignment for the benefit of creditors or any proceeding or petition under the Bankruptcy Act as amended is filed by or against customer, (including a proceeding for reorganization, arrangement, or extension) then in such event, Installer at it's sole option shall have the right to terminate this contract as to any and all items of installation, and Installer shall thereupon by entitled to recover from customer the excess, if any, of the amount of payments reserved in the Contract for the balance of the stated term. ARTICLE XII SERVICE CALLS There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation including but not limited to vandalism, weather or acts of God. In the event the problem is not related to installation Installer will charge Customer an additional $70.00 per hour including travel time. If adequate power or proper electrical connections are not available at installation site at the time of installation Account # 1517 and Customer wishes Installer to return to the installation site to connect the electrical at a later date there will be an additional charge of $70.0.0 per hour including travel time. None X Dates to be mutually aoreed upon by installer_ customer ...... . .. ...... .... ......... . . . . . ............... -- ................... customer . ... Executed this contract on date set forth by their signatures: . CUSTOMER .. . I .1 . 11 I . DATE: 7 DATE: Johnsen Commercial Services dba THE JARVIS COMPANY PO Box 850 Grass Valley, CA 96946 INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) Contract Services Agreement INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also cant' workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and Contract Services Agreement contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work -performed with the City" maybe included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or 'for any and all work -performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the aspiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Contract Services Agreement 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. S. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. Contract Services Agreement CONTRACT SERVICES AGREEMENT JOHNSEN COMMERCIAL SERVICES dba THE JARVIS COMPANY for Installation of 2016 Holiday Decorative Lighting THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on Oesabee' z-1 , 201k , by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Johnsen Commercial Services dba The Jarvis Company ("Contractor"). City and Contractor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of a Contractor, for 2016 Holiday Decorative Lighting, ("Project"). B. Contractor has proposed to provide installation, maintenance, service calls, removal and storage of city -owned holiday decorative lighting elements to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide installation, maintenance, service calls, removal and storage of city -owned holiday decorative lighting elements, as services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon Scope of Performance, Schedule of Fees and Special Requirements. Contractor warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. ] Revised: 5/5/16 720599.1 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Contractor shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Contractor. Delays shall not entitle Contractor to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $19,096.78 (sum includes cost of services, optional services at City discretion of $2500 and $25 for issuance cost of insurance certificate) 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 2 Revised: 5/5/16 720599.1 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, if Contractor notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect until July 31, 2017, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Contractor may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor, Tara A. Johnsen, Operations Manager, is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified services and work It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 3 Revised: 515/16 720599.1 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Contractor shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the services required, except as otherwise specified. Contractor shall perform all required services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor's work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Tara A. Johnsen Operations Manager 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Contractor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, 4 Revised: 5/5/16 720599.1 or local law or ordinance, and from errors and omissions committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor's indemnification obligation or other liability under this Agreement. Contractor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Contractor is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Contractor shall indemnify, defend (at Contractor's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Contractor's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Contractor, its agents, employees, or subcontractors, or arise from Contractor's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Contractor's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Contractor shall require all non -design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Contractor shall require all non - design -professional sub -contractors, used or sub -contracted by Contractor to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. $ Revised: 5/5/16 720599.1 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above -referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Contractor shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. Revised: 5/5/16 720599.1 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. 7 Revised: 515/16 720599.1 To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: Johnsen Commercial Services dba The Jarvis Company Attn: Tara A. Johnsen P.O. Box 850 Grass Valley, CA 95945 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third -party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. g Revised: 5/5/16 720599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. Date: t o Z 'y z,etb APPROVED AS TO FORM: By:4&4"Vj Doug as C. Holland, City Attorney "CITY" City of Palm Springs otDavid H. Ready City Manager ATTEST B ames Thompson, City Clerk "CONTRACTOR" Johnsen Commercial Services dba The Jarvis Company Date: 10 hal Ice By: 1- - r,- L- Tara A. Johnspi Operations Manager APPROVED BY CITY MANAGER 9 Revised: 5/5/16 720599.1 CALIFORNIA ALL4iIRAOSE ACKNOWLEDGMENT CIVIL CODE § 1180 A rmw� public cr adw a 5m co nVw" item aerrerrf ea suds ttca ider=y of the irdW dt®! rlio signed ft ducu nun to whwhthia cwtificaft a attached and not the raMdneam aoc err vd ty of tttat doammrt State of Cefifamis ((�� ,,, ) County of �l rl &p too ) axle Here Insert Alone and Tift of fire Officer personally app—rad T;CN..aA A. _Y)Ry-45a N Nwnsk of" who proved to me an the basis of satisfactory evidence to be the wftose narrte)trQare mAWbed to the withal uotna tent and edarowf to me that hal executed the awns in h svltwrized �, and that by ai�ehue on the inabvment the persarti, or thus entity upset behalf of which the P--Nl executed the umbtanent. I certify under PaiAt_TY OF PERJURY under the terra of the Slate of Catifernm that the fwagoing paragraph R SO EANN OCHOA M true and c offwL COftltd. Y 2147tT23 hand and a fFtcisi seal NOTARY PUNLIC-CAIIFORNWN IA SM BERWWOIfdO CWM w coat. E laRclt a,. = Somd rrs of Alotwy Puhr= Pkme Akftry seat Above oParauiwL Thouo Eris sacfran is opffatai- conVA rug this mh m shoo can dater alteration of fhe document or frauduiarrt tsattechmant of this form to an urvrrtarmW document Description of Atieeited Documsnt Title or Type of Document Number of Pagem 3igrter(a) Other Than Named Above Cap -dyes) Mimed by Signers) Signer's Nwns: ❑ C mparata, officer — T )- ❑ Partner — ❑ LOnitsd ❑ General ❑ Individual ❑ Attorney in Fad ❑ Trustee ❑ Guardian or Corrrervator ❑ Other - Signer Is Reprs sartW Signers Name: ❑ Capondo Officer — Triads): ❑ Partner — ❑ Lunited ❑ General ❑ Irdrvidiud ❑ Attorney in Fact ❑Trustee ❑ Guardian or Conservator fl Other Signer Is Rap*e:serdi tq W014 Nabanrd Am=Ld a wwwl+Nabwta9Js>Hry_org ,1400.U8 NdTARY (1 ADO-6754227) item 45907 10 Revised: 515/16 720599.1 EXHIBIT "A" A-1 SCHEDULE OF PERFORMAMCE A-2 SCHEDULE OF FEES A-3 SPECIAL REQUIREMENTS l 1 Revised: 5/5/16 720599.1 EXHIBIT "A-1" SCHEDULE OF PERFORMANCE Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All Downtown decorative lighting elements shall be installed, tested and operational no later than November 4, 2016 (one week before the Veterans' Day Parade). These Downtown decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area. All other decorative lighting elements shall be installed, tested and operational no later than November 18, 2016 (the week prior to the Thanksgiving Holiday). These other decorative lighting elements include the following: One 22' Rotating Christmas Tree at Francis Stevens Park, a four -piece deer family at the entryway to the City on Highway I I I North Palm Canyon Drive and 300' feet of garland and lights in front of City Hall. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 20, 2017 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive years' program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2015, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. F. There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2,500. 12 Revised: 5/5/16 720599.1 EXHIBIT "A-2" SCHEDULE OF FEES SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,571.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT *as per paragraph B of Exhibit "A ", bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation ($9,548.39). 1/2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,548.39). SERVICE CALLS: After decorations are installed, there will be no service call charges allowed for an installation related problem. In the event the problem is not related to installation, Contractor will charge the City an additional 7$ 0.00 per hour including travel time, for service. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2,500.00. 13 Revised: 5/5/16 720599.1 EXHIBIT "A-3" SPECIAL REQUIREMENTS The requirements for a performance Bond is waived. 14 Revised: 5/5/16 720599.1 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self -Insured Retentions, and Severability of Interests (Separation of Insureds) 15 Revised: 5/5/16 720599.1 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor's performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 16 Revised: 515/16 720599.1 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor's services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. 17 Revised: 5/5/16 720599.1 In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor's obligation to provide them. 7. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Contractor guarantees payment of all deductibles and self -insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 18 Revised: 5/5/16 720599.1 o CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT The Jarvis Company Installation of Holiday Decorative Lighting ,,[HIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 1 day of 004kV , 2015, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Nineteen thousand ninety six dollars and seventy eight cents ($19,096.78). ("Contract Sum" plus $25.00 to be named as additional insured on certificate of insurance). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Tara Johnsen is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. Page 1 of 11 ORIGINAL BID ANEVOR AGREEMENT 3.2 Contract Officer. Director of Maintenance and Facilities, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "C", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; Page 2 of 11 (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2016. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, director indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California, 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Page 3 of 11 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting parry on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) Page 4 of 11 below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs Date: �0 �a •1� By.'� David H. Ready ��. City Manager APPROVED AS TO FORM: Douglas olland, City Attorney Dater , Date: APPROVED BY CITY COUNCIL ATTEST %AL 1yib— tx By. --- mes Thompson, City Clerk "CONSULTANT" The Jarvis Company PO Box 850 Grass Valley, CA 95945 By: a - /— - (Signatur ) By: (Print Name and Title) (Signature) (Print Name and Title) Page 5 of 11 CALIFORNIA• • • • ..R..7a .A2.TL:r4, T,I.;+.R. T**A1n -or, 1.CR..yl. w :.R *A }: OR._.TQ-�w .Tp.R .TO.R .TS!.R1.%*I A notary public or other officer cornpteling This certificate verifies only the identity of the individual who signed the docurnoint to which this cedir'ocate is attached, and not the truthfulrum, accuracy, or validity of that document. State of California ), County of N 2u 01r ) On �S `1ac�\s before me. �. Date Mere Insert NAme and Title d the Officer personally appeared 1avc� JoSQ V� Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in his/her/their authorized capacity(ies), and that by hider/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. JOSHUA PERRY Commission # 2036747 Z=+s Notary Public - California z Z Nevada County r My Comm. Ex Tres Au 12, 2017 I certify gander PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official Signatu Signature Pf Notary Piece Notary Seat Above OPTIONAL Though this section is cpWnal, completing this intimation can deter alteration of the document or fraudulent reattachment of this form to arr unintended document. Description of AtWahed (Document Title or Type of Document: Number of Pages: Signer(s) Document Date: Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — D Limited O General El Individual C Attorney in Fact C1 Trustee 0 Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: * Corporate Officer — Title(s): Partner — ❑ Limited �:] General =' Individual Attorney in Fact D Trustee Guardian or Conservator 0, Other: Signer Is Representing: ��QtRI{t4u�7�3S� t eG`s i.N1C r."�� � L�3C�5dL�X 4Y?:tL ^ sTG4��«�nGsif �FC�CC°G CYi�Ci'r3CRIV1A;WA__1V_f 022014 National Notary Association • www,NationWNatary.org - 1-800-US NOTARY (1-800-876-6827) Item #5907 Page 6 of 11 EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 4, 2015. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at Francis Stevens Park, a four piece deer family at entrance to the City and 300' feet of garland and lights in front of City Hall.. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 16, 2016 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2015, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. F. There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2,500.00. Page 7 of 11 EXHIBIT "B" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,571.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $19,096.78 *as per paragraph B of Exhibit "A', bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation ($9,548.39). 1/2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,548.39). SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2,500.00. Page 8 of 11 G EXHIBIT "C" SPECIAL REQUIREMENTS B.1 The requirements for a performance Bond is waived. Page 9 of 11 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR The Jarvis Company INSTALLATION OF HOLIDAY DECORATIVE LIGHTING THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 21st day of October, 2014, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Nineteen thousand seventy one dollars and seventy eight cents ($19,036.78). ("Contract Sum" plus $25.00 to be named as additional insured on certificate of insurance). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Tara Johnsen and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. ME ORIGINAL Blu AND/OR AGREEtff 3.2 Contract Officer. Director of Maintenance and Facilities, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontractinq or Assiqnment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "D", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; -2- (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2015. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. -3- 6.5 Interpretation. The terms of this Agreement shall oe construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) -4- below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs Date: �`� ��rJ �� By: David Ready City Manager APPROVED F( CIT �'OUNCI! 2*b0 6 4 APPROVED AS TO FORM: ATTEST By: ames Thompson, City Clerk t At Date: K)QQ0V 1Gt'r Date: "CONSULTANT" The Jarvis Company C-.� V C� By: L— (Signature) (Print Name and Title) LIN -5- (Signature) (Print Name and Title) ACKNOWLEDGMENT State of Califon Iia 11 County of �nEinZ(G�cC'J ) . On ,�� I before me, `i[, ' n ( (insert name an n itle of t. ricer) personally appeared �ai& V � who proved to me on the basis of satisfactory evidence to be the personA whose name* is/ate subscribed to the within instrument and acknowledged to me that,Alshe/tt erexecuted the same in h>ther/ttyair authorized capacity(iPsg and that by h .%/her/t4Q r signature(p) on the instrument the personO, or the entity upon behalf of which the personX acted, executed the instrument certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. T T. BROCKETT WITNESS my hand and official seal. a K:;� Commission # 2032605 Z Nc. ry Public - California Z Z ' San Bernardino County D €" My Comm. Expires Ju! 5, 2017 Signature ) EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 4, 2014. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at Francis Stevens Park, a four piece deer family at entrance to the City and 300' feet of garland and lights in front of City Hall.. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 16, 2015 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2015, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -6- EXHIBIT "B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived. -7- EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,571.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $19,096.78 *as per paragraph B of Exhibit A'; bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation ($9,548.39). 1/2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,548.39). SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -8- CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR The Jarvis Company INSTALLATION OF HOLIDAY DECORATIVE LIGHTING THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 21st day of October, 2013, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Nineteen thousand ninety six dollars and seventy eight cents ($19,096.78). ("Contract Sum" plus $25.00 to be named as additional insured on certificate of insurance). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Darren M. Jarvis and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. QRIWL BID - #AMR AGREEMEa+7 3.2 Contfu_. Officer. Director of Maintenance and Facilities, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "D", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractorwill promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; IIPM C (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2014. 5.2 Termination Prior to Expiration of Term. Either party may terminatethis Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Aqainst Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. -3- 6.5 Inters.. .ation. The terms of this Agreement shall ue construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) -4- below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs Date: I� D'1 20t'� By: David Ready City Manager U<. APPROVED AS TO FORM: ATTEST By: /Oimes Thompson, APPROVED BY CITY COUNCIL City Clerk 1 Q(b 233t l 6 •6a �1G,t 21 "CONSULTANT" The Jarvis Company PMB 239 1145 2"d Street, Suite A Brentwood, CA 94513 Date: b (Signature) (Print Name and Title) Date: Q By AS TO FOW My AUOMOY Agreement must be signed in the above by one of the f llowing: Chairman of the President or a*y Vice President) (Signature) I Lim- V e„, e le (Print Name and Title) (This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) dC Not To Exceed $ 19 ��. Without The Expr s Written Authorization Of The City s - Manager, CALIFORNIA ALL-PUt,.00SE ACKNOWLEDGMENT ��. `:. vi• - ..�5<._" �ra,_�"�a:...'�: �_ es i�•::.i c�C.'n.'�}a,: va No :,aL.� ,_�{. ,S.s:.l..as. State of Caiifomia personally appeared who proved to me on the basis of satisfactory evidence to be the persoo whose namoojo/ re subscribed to the within instrument and acknowledged to me that WS executed the same in Vs- authorized capacity s and that by i� ei Sig on the instrument the pe / s;1or the entity upon behalf of which the pe s) cted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is U ACOMMN� DR88R13 true and correct. NACRAMENTO OTARY PUBLIC - CALIFORNIA Q WITNESS m h d and o al. COUNTY 0 y COMM. EXPIRES OCT. 2 2015 '` a - Place Notary Seal Above Signature solawre a Notary R6®c �....... _ _�� OP77ONAL Though the mformatdon below is not required by law, It may prove valuable to persons relyktg on die document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capecity(ies) Claimed by Signer(s) Signer's Name: _ M Individual C Corporate Officer — TiUe(s): _ G Partner --- U Limited LJ General LJ Attorney in Fact 0 Trustee 0 Guardian or Conservator O Other - Signer Is Representing: PIGFIT 711t1:'t18PAINT UP SIGNET t Number of Pages: Signer's Name: _,,,,_,___ ❑ Individual I I Corporate Officer — Title(s): ❑ Partner — FI Limited U General * Attomey in Fact (J Trustee Guardian or Conservator ❑ Other: Signer Is Representing: SIGHT TliUMPPrIN: CF SIG NEA 6*200TNaAomal NotaryAswdOon•g950Ce Soto AM.,P.Q.ecMV..02-Chatsnorth,CA Bt31&2d32•�Nator%Wotaryag ftn49307 Rootdo•,Cn VI-Fre_1800-V&BA27 -6- EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 4, 2013. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at Francis Stevens Park, a four piece deer family at entrance to the City and 300' feet of garland and lights in front of City Hall. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 16, 2014 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2014, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -7- EXHIBIT "B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived. -8- EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,571.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $19,096.78 *as per paragraph B of Exhibit A'; bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation ($9,548.39). 1 /2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,548.39). SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -9- AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 5727 WITH JARVIS COMPANY FOR INSTALLATION OF 2012 HOLIDAY DECORATIVE LIGHTING The following articles of Agreement No. 5727 are hereby amended as follows: SECTION 2.0 "Contract Sum" - is hereby modified to: For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the terms set forth in the Scope of Services, in an amount not to exceed $23,856.14. SCOPE OF SERVICES (Exhlbit,"A") - is hereby revised to include: The purchase, installation, removal and storage of 300' of Pine Garland with LED lamps which includes all material and labor for installing said Garland to the front of City Hall. The intent of this Amendment #1 is to provide an additional $5,314.36 for the purchase, installation, removal and storage of 300' of Garland for the front of City Hall. Agreement Number: Original: City Engineer Approval Contract Amount: Amendment #1: Amount of This Amendment #1: Amended Contract Total: Account Number(s): 5727 October 19, 2011 $18,541.78 $ 5,314.36 $ 23,856.14 001-2451-43200 SIGNATURES ON NEXT PAGE Oil°sG NAL 1310 A'wD`0R A RLEMENT The Jarvis Company 2012 Holiday Decorative Lighting Amendment No. 1 Page 2 of 2 C APPROVED BY CITY MANAGER UYL 1�2 � 3e A�2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates stated below. "City" CITY OF PALM SPRINGS Date' �2 , /�t3 David H. Ready, Ci y M r PROVE S TO FORM: ATTEST: By: c�;���i� By: City Attorney City Clerk "FIRM" The Jarvis Company 1145 2nd Street, Suite A Brentwood, CA 94513 Date: aene Jarvis, Presid n LtvDate: By. iJ,,d Darren M. Jarvis, te President CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR The Jarvis Company INSTALLATION OF HOLIDAY DECORATIVE LIGHTING IS CONT SERVICES AGREEMENT (herein "Agreement") is made and entered into this day of V , 2012, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of Eighteen thousand five hundred forty one dollars and seventy eight cents ($18,541.78). ("Contract Sum" plus $25.00 to be named as additional insured on certificate of insurance). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Darren M. Jarvis and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. ORK-,iNAL BID AND;'OR AGREEMENT 3.2 Contract Officer. Facilities Maintenance Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "B", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay anyjudgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; -2- (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of -or -failure -to -perform -the -work:::= operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2013. 5.2 Termination Prior to Expiration of Term. Either parry may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as maybe specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. -3- 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. --- - 6.6 Integration: -Amend ment.-.1t is understood that there -are -no -oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and -cancels ----------- ---- any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Seyerability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) -4- below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated Date:_ ZOP7 City of Palm Sprin Ws By: David J. Barakian Director of Public Works/City Engineer APPROVED AS TO FORM: ATTEST B ames Thompson, to���%talZ City Clerk APPROVED BY DEPARMENT HEAD gyp, "CONSULTANT" !� w� The Jarvis Company PMB 239 1145 2^d Street, Suite A Brentwood, CA 94513 Date: l (Signature) �' 0.vvtS D),�'e� (Print Name and Title) (This Agreement must be signed in the above ,space by one of the following: Chairman of the oa , President or any Vice President) Date: �( �' I ,� By. /t (Signature) (Print Name and Title) (This Agreement must be signed in the above space by one of the following. Secretary, Chief Financial Officer or any Assistant Treasurer) -5- CALIFORNIA•ACKNOWLEDGMENT .'iJ : �,aj-�:yid::Y..1'Y..?�N.�]S_ti'�'.'�'c.'r«C.':i: %..�a� L'OL'P:3.. `�4f�.RaC:�.-�:. 'Yy,.' %.�.Vti�i� alcJ'N'�' a,S:�':.�..r]i.."A". "SlK S'.:'•z.�:�Lr,.e3�r '+>, w�wC'. <S. r.. y; State of CalifDmia County of -V I Q.CQ Y ' `' IK p.F r before me, Dam • a. T••ef � Aaer personally appeared r Ic vie J Jo r tit -S Q r r-eh Nawf W at SOFRO who proved to me on the basis of safisfactory evidence to be the persons) whose name(s) is/are subscrilvd to the within instrument and acknowledged to me that he/she/they executed the same in his/herffheir authorized 6"6capacity(fes), and that by hisftwAheir slgniiiue(s) on the ROBERTA JOYCE SHERE GAIDOUSEK instrument the person(s), or the entity upon behalf of Commission S 1941104 = which the person(s) acted, executed the instrument Notary Public - California z z a a Placer County I certify under PENALTY OF PERJURY under the laws My Comm. E ires Au 12, 2015 of the State of California that the foregoing paragraph Is true and correct. WITN my d and Plfleb l WiM S I Abm Signatuur OP77ONYAL Though the info mtfon befaw is not regUked by taut. ft nW pmw vahfabfa to pelwas rWng on the dOcwwnt and cautd prevent frau&dent rernoval and nm ttachment of this form to another document Description of Attached Document Title or'T/pe of Document: Document Date: Signers) Other Than Named Above: Capecity(lesl) Claimed by Signer(s) . Signer's Name: O Individual © Corporate Officer --- TUO(s): — 1l Partner --•- 0 Limited CI General © Attomey in Fact CJ Trustee * Guardian or Conservator © Other. Signer Is Hepmenting: Number of Pages: Signer's Name: 11 individual C3 Corporate Officer — TiUe(s): G Partner — G Limited O General C Attomey in Fact Yap of ftft hens G Trustee top at Nwft hero G Guardian or Conservator ❑ Other: Signer Is Representing: OU07NOcnalNmfyAssocabw-eMNSatoAL*-,MB=2=-Ct mwth,CAstsls2i�2.ww,uhhNor�?loreryarg Nemwfl3Ut RefxtlecGellNlFreet80tti67808E7 -6- EXHIBIT "A" SCOPE OF SERVICES -__-- �antractor..:snau:turnosh-atl_necessaryoaquipwerlt Iaboinstall7maintair remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 5, 2012. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at Frances Sevens Park, and four piece deer family at entrance to the City. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the Citywill be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 14, 2013 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive years program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timelyfor next years program. Should the City not continue with the decorative lighting program in 2013, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -7- EXHIBIT "B" INSURANCE REQUIREMENTS Prior to commencing any work, all contractors, vendors and service providers shall procure and maintain at their own expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise form or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below: A. Minimum Scope of Insurance Required 1. General Liability Insurance is require whenever the City is at risk of third -party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. 2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off - road on City property. Compliance with California law requiring auto liability insurance is mandatory and can not be waived. 3. Workers' Compensation and Employer's Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers' Compensation Insurance Requirement form. 4. Errors and Omissions coverage is required for licensed or other professional contractors doing design, architectural, engineering or other services that warrant such insurance. B. Minimum Limits of Insurance Coverage Required Under $25,000 Limits TBD by Risk Manager Over $25,000 to $50,000 $1 Million per Occurrence/$2 Million Aggregate Over $5 Million Limits TBD by Risk Manager Umbrella excess liability may be used to reach the limits stated above. C. The following general requirements apply: 1. Insurance carrier must be authorized to d business in the State of California. 2. Insurance carrier must have a rating of or equivalent to B++, VII, by A.M. Best Company. 3. Coverage must include personal injury, protective and employer liability. 4. Certificate must include evidence of the amount of any deductible or self -insured retention under the policy. 5. Contractor's general liability and automobile insurance coverage must be primary and non-contributory over any insurance the City may maintain, that is, any such City insurance shall be excess to limits stated in the certificate. D. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement (see attached) with the following endorsements stated on the certificate: 1."The City of Palm Springs, its officials, employees and agents are named as an additional insured" ("as respects a specific contract" or "for any and all work performed with the City" may be included in this statement"). -s- 2. "This insurance is primary and non-contributory over any insurance or self-insurance he City may have" ("as respects a specific contract" or "for any and all work performed with the City" may be included in this statement"). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure o mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. See Example A below. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers. See Example B below. In addition o the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy. All certificates and endorsements are to be received and approved by the city before the work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorize agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the contractor's obligation to provide them. E. Acceptable Alternatives to Insurance Industry Certificates of Insurance: • A cop of the full insurance policy which contains a thirty (30) days' cancellation notice provision ten (10) days for non-payment of premium) and additional insured and/or loss -payee status, when appropriate, for the City. • Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval. F Endorsement Language for Insurance Certificates U Example A: SHOULD ANY OF THE ABOVE -REFERENCED POLICIES BE CANCELED BEFORE THE EPIRATION DATE THEREOF, THE ISSUING NOTICE TO THE CERTIFICATE HOLDER NAED HEREIN BUT TCFAI 1117E TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KID UPON THE If,ICUDER, 1TS AGENTS OR REPRESENTATIVES. * The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium. "IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHTS OF SUBROGATION AGAINSTTHE ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFIATE ATTACHED HERETO." -9- Example B: G. Alternative Programs/Self-Insurance. Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, off -shore carriers, captive insurance programs and self-insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City's requirements. The City has recently joined SPATA (service Providers & Artisans Trade Activities Program) to accommodate smaller contractor and service providers who have difficulty in meeting the City's insurance requirements. The SPARTA Program offers a general liability program that provides the $1 million limit and, upon request, will also provide auto insurance with the $1 million limit (only in conjunction the purchase of general liability insurance). SPARTA in only available during the time your company is under contract with the City. Insurance is provided on a per project basis and is overseen by the Municipality Insurance Services, Inc. Essex Insurance Company provides coverage and is an A++ rated company. There is a 24-hour response time and coverage is immediate A quote may be obtained by calling 1-800-420-0555 or online at www.2sparta.com Type of work covered: • Personal services contracts; • General contractors and their subcontractors (certain specialty trades excluded); • Consultants; and • Providers of goods. milm Insurance Certificate Example ACCRD_ CERTIFICATE OF LIABILITY INSURANCE PROOVCER Name of Producer (insurance Agent) Address Telephone No. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMM). EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFF00M COVERAGE INSURED Name of Insured (Pennittee, Conir., Developer) Address "As required by pow4 agreement, etc. Name of Insurer lnsurance Companies must WSUI R D Name of Insurer have a minimum BOSS Ratio INSWERc. Name of Insurer ofHa-+and a Financial D Petformance RaLnS of V11. vusLlaER¢ THE POucros of wsuRANCd USTSD BELOW NAVE BMEN ISSUEO TO THE NWRED NAMEDABOVE FOR THE POUCY PMOD INDICATEM NDTWITHWAND1NGANY IaWAFX99W. TERM OR CONWION OF ANY CONTRACT OR OTHER DOCUMENT NTH RESPECT TO VMIMI THIS CVMFFCATE MAY BE ISSUED OR MAY PERTAIN. THE 143 RiANCE AFFCRDW BY THE POLMES 085CRIMIM Hsi+ IS SUBJ= TO ALL THE TERMS. I9CCLU3ION5 AND CONDITIONS OF SUCH POUMIL AGUFCE SATE UMITS SHOM MAY FMVE BEEN REDUCED BY PAID P-Ams- rnsar.wuwlm taucrMm+eec CONCYQfC07{MC eyTerwma�n &L7c '/NTgN onelruoonrl YY�If A 0DIMALuwraV nX � a owwa� ❑X oaarn GL00000000 Begin Expiration (Gen. Liability Policy No.) Date Date Must be occurrence' urve,projeca may require hi her ow go e.ulors +�a = 1000000 r >� : w .,wvw— = 1,000,000 — 000,000 a.xe.00��onre u.=ruAa�elA — X x= — rnaaueie•waraiao +2 g AWFOdOWLE uburr X AWNTO gl'AAm AUTO. raebAunx A" AL00000000 Begin (Auto l.i90ty Policy No.) Date $1,000,000 general aggregate limit is required if the limit is applied separately the permit, agreement, eta. $2.000.000 Expiration Date to co.ulFn °C"�°'b = 1,000,000 +••K �..0 oaaxwurr + mom WAA= = MkWeU� AWo general aggregate limit is required for insurance written on an o=rrawA basis_ « V- AA _ TPM a Apo = + CJG6d[+VI[JfY ^ amumm ,CiQOIOU i OcCUpil�CE + = C NO°�°�ATOMAND eW"VCKrUA=U" WC0000000 (Workers Comp. Policy No.) Waiver of subordination in favor of Certificate Holder Begin Date Expiration Date X reavwrs GAS + 11000,000 meAca.FweQ%41N = 1,000,000 1= 1,000,000 OF9CItlPT10N OF OPEAA710NBRLtailOt/6N811dEllIXCV610NN�000o mf ndodtru' AHN�cfCclw �� (See attached endorsements) The certificate holdershould be made out to the attention of the City Of Palm Springs, Altn;Crty Cleric This w111 help prevent your certificates from being sent io the wrong department w16un the city. City of Palm Springs P.O. BOX 2743 Palm Springs, CA M62 Atin. City Clerk FA.;.] e.sr tc40771:.I ZM= ANY m rid MOVE O WWW POlCEB BECANCF11.Ea DOWC TM OWMATION DATEMOWOF.DE MUM lOW01MA16 30 0AY6 M=TMNOTICET0nE CCRTVWATE IIQUX9 NMACVYOT'NE UU7. -1Tr".I:rr7 0 EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration installation $18,516.78 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $18,541.78 *as per paragraph 8 of Exhibit "A', bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS- 1/2 of total program amount prior to installation ($9,270.89). 1/2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,270.89). SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -9- AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 5727 WITH JARVIS COMPANY FOR INSTALLATION OF HOLIDAY DECORATIVE LIGHTING The following articles of Agreement No. 5727 are hereby amended as follows: SECTION 2.0 "Contract Sum" - is hereby modified to: For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the terms set forth in the Scope of Services, in an amount not to exceed $24,999. SCOPE OF SERVICES (Exhibit "A") - is hereby revised to include: Refurbish the garland forthe five point stars. SCHEDULE OF COMPENSATION (Exhibit "C") — is hereby revised to include an additional line item to be listed as follows: Refurbish Garland for the Five Point Stars $6,457.22 Also Amend "PAYMENTS TO BE MADE AS FOLLOWS" section to read as shown below: '/z of total program amount prior to installation ($12,499.50). 'h of total program amount after completion of dismantling and removal to a secure storage facility ($12,499.50). Agreement Number: Original: City Engineer Approval Contract Amount: Amendment #1: Amount of This Amendment #1: Account Number(s): 5727 October 19, 2011 $18,541.78 $ 6,457.22 001-2118-45624 (SIGNATURES ON NEXT PAGE) -1- AND/OR AGREEMENT below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs Date: If 1r1rizo ! By: David H. Ready, ana er 9 APPROVED AS TO FORM: ATTEST M AS TO FMM City Attorney Date /3' �'6• s/ APPROVED BY CITY MANAGER j0 PPROVED BY CITY MANAGER as Date: 1L is l Date: i l r B. James Thompson, IZIZa lZof / City Clerk "CONSULTANT" The Jarvis Company PMB 239 1145 2"d Street, Suite A Brentwood, CA 94513 �y: (Signature) (Print Name and Title) (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) By:,�e,A"I,n . (S ature) I I <�O �-1 L V T S, (Print Name and Title) (This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Qjficer or any Assistant Treasurer) -2- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Caiibmia " County of C1xr\mCk On � ( before me, C tt, C t e personally appeared em signRal B. CARRILLO COMM. #1892386 Z z Notary Public • California C San Bernardino County My Comm. Expires June 12, 2014 who proved to me on the basis of satisfactory evidence to be the persor*iywhose n to the within Instrument and acicnowied to me that hel�hejti>e3c�d the same inAe-802w.raulborIzed capaciW$ and that the hmment the person(sy; or the enttty upon behalf of which the person4s)-acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Calfforrlia that the foregoing paragraph is true and correct. WETNESS my had nd otfi f ai. Signature ti PIND Notar sae aowe sbWA OPTIONAL Trrough the kftmedon bedew is not regidmd by law. R may prow wlusble to persons relying on the doourrxW and could pms " haudufent rwrtowl and rsaf chmsw of this firm to ar ftw docurrmmrt Description of Attached Document Title or Type of Document: Document Date: Slgner(a) Other Than Named Above: Cepacny(las) Claimed by Signers) Signer's Name: 0 Individual ❑ Corporate Officer —Titte(s). _ 13 Partner — D Limited ❑ General © Attorney in Fact © Trustee I] Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer—Tilte(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney In Fact h Top of ❑ Th13ffit; tlwmAt ate ❑ Guardian or Conservator ❑ Otfrer: Signer Is Represer ft: u aim hMOW Read6r:Cd Fiee1-0Ofll76QA47 -3- CALIFORNIA ALL -Puff "SE ACKNOWLEDGMENT State of Q40MAWWOSh►"Vjia\ Country of l I On _Ll_r�-3— l,! before rne, care e o personally appeared 0' vv i S who pried to me on the basis of satisfactory evidence to A fd S be the person(s) whose narne(s) Ware subscribed to the NSsion C,y9� within Instrument and acknowledged to me that Q �� he/she/they executed the same in his/herAhek authorized v� OTAgr ®�' �� capaYGes), and that by his/her/their sigriiture(s) on the instrument the person($), or the w*ty upon behalf of ,n pUBU0 ti p which the person(s) acted, executed the instrumenL 9�F�99CIi 06, 1 certify under PENALTY OF PERJURY under the laws OF W ASN� of the State of California that the foregoing paragraph is true and correct. WITNESS nd and rcial seal. Signatu re vlaoa roo�ry Seal PDaM• of OPTIONAL Though the irdorr 10M WOW 18 not fW(dred by law, It they prow vekrebre to persons relylrrg on the dooumarrt and could prevent Irsudufent removal and mimahmew of on farm to arw#W dbewnend. Description of Attached Docunwnt Title or lWm of Document: Document Date: Signer(e) Other Than Named Above: Capaclty(les) Claimed by Signers) Signer's Name: * Individual ❑ Corporate Officer — Title(s): _ ❑ Partner — O Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator O Other Signer Is AspresentIng: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer — Tille(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney In Fact ❑ Thistee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Represert&a u oauavr�an•iswanwaoaan�R•ta�aosatoay.PA.eaaamz•G,�,gGAvtstsme�•esaw.h�tlwuRioaary�q then�9W Hca•d�ee:C•ItbhlFreet�ao-efE-eerr -4- C CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR The Jarvis Company INSTALLATION OF HOLIDAY DECORATIVE LIGHTING IS CONTRA T ERVICES AGREEMENT (herein "Agreement") is made and entered into this day of , 2011, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Eighteen thousand five hundred forty one dollars and seventy eight cents ($18,541.78). ("Contract Sum" plus $25.00 to be named as additional insured on certificate of insurance). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Darren M. Jarvis and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. ORIGINAL BID AND/OR AGREEMENT 3.2 Contract Officer. Facilities Maintenance Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "D", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; -2- (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2012. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third parry any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. -3- 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) -4- below. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated "CITY" City of Palm Springs Date: �By: David J. Barakian Director of Public Works/City Engineer APPROVED AS TO FORM: ATTEST ames Thompson, to/Z�/Zoe City Clerk APPROVED BY Dfqff "CONSULTANT" The Jarvis Company PMB 239 1145 2"d Street, Suite A Brentwood, CA 94513 Date: l D h -7 t Lj Date: ` g By: (Signature) 71.w l e vw la v X/ -L Prels� (Print Name and Title) ('this Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) By: (Signature) L iso Jam rux (Print Name and Title) (This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) -5- CALIFORNIA!ACKNOWLEDGMENT s .... >. .�C! .,,.:/-.L'"r \C..4] . .�:.'�i�:7aa„1ai: � :�1...9:t;:.£.ti.^,:.9>S.L.:�.':.:av!:>:..F ::.vx;:7&.'..rt;.41•: h'c.Y�c:. ..c;<:: �:.^.3.?i::,F. �>.L:R.:c :.S.�i:'..:ni:.=_�;; State of Califnmia County of Gc7n i On ( O - In- 1% before me, � �P� lz-. M024t CS, - Dam ``,�,,,,, Here m of th Exhasr personally appeared _ fi D ir.8 _ �r� 3 < NMI (a) of Stgnor(s) t;i�flli)i10�11�11fiMAtim TV V TV V TV .V'% who pmved to me an the basis of satisfactory evidence to be the person(s) whose name(s) islare sub bed to the within instrument and acknowledged to me that helshe/they executed the same in his/herAheir authorized capacify(ies), and that by his/twitheir signa6re(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument I cerMy under PENALTY OF PERJURY under the law& of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signature PWtB Netaty seal Abare 9r aturm tart' VI OPTI4NAL. Though the kftmaderT below hs nor regrdred by taw, f< met' prove valuabls to persons retying on the document and mould pmmrat traudedent Awrvyat and reaikwhment of this harm to arwttaer document, Description of Attaches Document Tltle or7ype of Document: Document Date: Signer(s) Other Than Named Above: Capecity(iesr) Claimed by Signer(s) Signer's Name: 0 Individual ❑ Corporate Officer—Ttlee(s): _ 0 Partner — El Limited ❑ General © Attomey in Fact ❑ Trustee © Guardian or Conservator ❑ Other: Suer Is Representing: qn,i tT TI Il1t�FG PFit:T GFf:IGN�Fi Number of Pages: Signer's Name: ❑ Individual 0 Corporate Officer —Thle(s): ❑ Partner — ❑ Limited 0 General ❑ Attorney in Fact Top or tiwrrb there 0 Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02907NItlerolWolaryAatlon•99s0DaSotoaha,P.O.Bwc2R02.Crle�rluah.CA9ts13�tR2.maaA4tlorm7�Otary!ag (t�nw,l9fn Rearder.CeE'TdM4ae1�Q87t3.8807 -6- CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of On /0—/8— // before me, personally appeared A JA0-V/S 6w, Al OT"Cl 7�06 L / 6 (Here insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WI SS my han and official seal. Le D. MAMEN Cornrrtission # 1952615 Notary Public - Calltornia (Notary Seal) Placer County 3 Signature of o Public Comm. Expires Sep 1 B, 2015 ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED'DOCUMENT 611rnAcT &Wvj e j_-S ,4r, XrF (Title or description of attached document) T!/-,!p:- 7A-R Y!. 4 e6 M, 4 A! t/ (Title or description of attached document conti ed) Number of Pages —5— Document Date D —/ff—/ (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individu41(s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above In the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. cerl Eying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach thisform if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or,her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. ke/she/dwy— is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form, • Signature of the.notary public must match the signature on -file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. v Indicate title or type of attached document, number of pages and date. •. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (Le, CEO, CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 4, 2011. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at City Hall, and four piece deer family at entrance to the City. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements afterJanuary 16, 2012 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2011, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -7- EXHIBIT "B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived. -8- EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,016.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $18,541.78 *as per paragraph B of Exhibit A", bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation ($9,270.89). 1/2 of total program amount after completion of dismantling and removal to a secure storage facility ($9,270.89). SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -9- JUN-24-2010 THU 02:24 PM PS PROCUREMENT FAX NO. 760 323 8238 P. 02 CITY OF PALM CONTRACT SERVICES INSTALLATION OF HOLIDAY THIS CONTRACT SERVICES AGREEMENT this W. day of , 2010, by and municipal corporation (herei "City") and The Jarvis NOW, THEREFORE, the parties hereto agree as 1.0 SERVICES OF CONTRACTOR FOR TIVE LIGHTING "Agreement") is made and entered into Bn the CITY OF PALM SPRINGS, a ny (herein "Contractor"). 1.1 §coRe of Services. In compliance ith all of the terms and conditions of this Agreement, the Contractor shall perform the work or sere (*s set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein b) reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work an services rendered hereunder shall be provided in accordance with all ordinances, resolutions, s tutes, rules, and regulations of the City and any Federal, State or local governmental agency of mpetent jurisdiction. 1.3 Licenses PermitsFees and Asses ments. Contractor shall obtain at its sole cost and expense such licenses, permits and approva s as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Conirract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with th 'Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this ref ence, but not exceeding the maximum contract amount of Eighteenthousandfive hundred fo one dollars and seventy eight cents 318.541.78'. 2.2 Method of Payment. Provided terms of this Agreement, Contractor shall be paid Compensation. Contractor is not in default under the outlined in Exhibit "C" Schedule of •I- C,�",,�,,7) F T JUN-24-2010 THU 02:25 PM PS PROCUREMENT FAX NO, 760 323 8238 P. 03 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. hereby designated as being the principals and represo behalf with respect to the work and services specified therewith. ren M. Jarvis and Darlene Jarvis are res of Contractor authorized to act in its n and make all decisions in connection 3.2 Contract Officer. Jan Anderson, Fa ilities Maintenance Manager, is hereby designated as being the representative the City authorize to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officers'). The City Manager of City shall have the right t designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition A ainst Subcontractin or Assignment. Contractor shall not contract with any entity to perform in whole or in part th work or services required hereunder without the express written approval of the City. Neither thi Agreement nor any interest herein may be assigned or transferred, voluntarily'or by operation of I w, without the prior written approval of City. Any such prohibited assignment or transfer shall be oid. 3.4 Independent Contractor. Neither th City nor any of its employees shall have any control over the manner, mode or means by which Con actor, its agents or employees, perform the services required herein, except as otherwise set fort . Contractor shall perform all services required herein as an independent contractor of City and s II remain under only such obligations as are consistent with that role. Contractor shall not at any ti a or in any manner represent that it or any of its agents or employees are agents or employees f City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall rocure and maintain, at its sole cost and expense, in a form and content satisfactory to City, duiing the entire term of this Agreement including any extension thereof. The City's requirements a re contained in Exhibit "0", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees and employees against, and will hold and save them and i actions, suits, claims, damages to persons or property, los; omissions or liabilities, (herein "claims or liabilities") that m, firm or entity arising out of or in connection with the negligee activities of Contractor, its agents, employees, subcontrac arising from the negligent ads or omissions of Contractor negligent performance of or failure to perform any term, Agreement, whether or not there is concurrent passive or, its officers, agents or employees but excluding such cL negligence or willful misconduct of the City, its officers, responsible to the City, and in connection therewith: o indemnify the City, its officers, agents ach of them harmless from, any and all es, costs, penalties, obligations, errors, y be asserted or claimed by any person, t performance of the work, operations or :ors, or invitees, provided for herein, or iereunder, or arising from Contractor's irovision, covenant or condition of this alive negligence on the part of the City, ims or liabilities arising from the sole agents or employees, who are directly .2- JUN-24-2010 THU 02:25 PM PS PROCUREMENT FAX NO. 760 323 8238 P. 04 (a) Contra r will defend an any of said claims or liabilities and ill pay all costs attorneys' fees incurred in connection herewith; ion or actions filed in connection with expenses, including legal costs and (b) Contra c r will promptly pay ny judgment rendered against the City, its officers, agents or employees for an such claims or I a ilities arising out of or in connection with the negligent performance of or failure to perform such rk, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the ev nt the City, its o i rs, agents or employees is made a party to any action or proceeding filed or projecuted against C or tractor for such damages or other claims arising out of or in connection with the negligent perfc rrr ance of or failure to perform the work, operation or activities of Contractor h reunder, Contra r agrees to pay to the City, its officers, agents or employees, any and all coslpand expenses nc urred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attomeys' fees. 6.0 TERM 5.1 Term. Unless a rlier terminated Agreement shall continue in full force qrntil July 31, 201 5.2 Termination Prior to Exoiration c this Agreement at any time, with wior�it'out cause, upo party. Upon receipt of the notice of ter%nination, the Cc services hereunder except as may pec ifically apprc termination by the City, Contractor shall be entitled to cc the effectiveness of the notice of termir ation and for sw by the Contract Officer and City shall entitled to rei excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Again its heirs, executors, assigns and all pe discrimination against or segregation c creed, religion, sex, marital status, nati, Contractor shall take affirmative actior are treated during employment without national origin or ancestry. ions claiming un any person or c nal origin, or anc to ensure that al: egard to their rac -3- with Section 5.2 below, this Tn. Either party may terminate ty (30) days' written notice to the other for shall immediately cease all work or by the Contract Officer. In the event of nsation for all services rendered prior to ditional services specifically authorized ,cement for any compensation paid in mtractor covenants that, by and for itself, r or through them, that there shall be no ip of persons on account of race, color, ;ry in the performance of this Agreement. cants are employed and that employees color, creed, religion, sex, marital status, JUN-24-2010 THU 02:25 PM PS PROCUREMENT FAX NO. 760 323 8238 P. 05 6.2 Non -liability of City Officers and Er City shall be personally liable to the Contractor, or any s default or breach by the City or for any amount which ma successor, or for breach of any obligation of the terms of 6.3 Conflict of Interest. No officer or i any financial interest, direct or indirect, in this Agreeme participate in any decision relating to the Agreement financial interest of any corporation, partnership or assoi interested, in violation of any State statute or regulation.. or given and will not pay or give any third party any moni Agreement. I� oygg . No officer or employee of the ;cessor in interest, in the event of any become due to the Contractor or to its its Agreement. iployee of the City shall have nor shall any such officer or employee ich effects his financial interest or the ition in which he is, directly or indirectly, e Contractor warrants that it has not paid or other consideration for obtaining this 6.4 Notice. Any notice, demand, req est, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Offs uv, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case 3f the Contractor, to the person at the address designated on the execution page of this Agree ent. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance With the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other ru a of construction which might otherwise apply. 6.6 Inteoration-, Amendment. It is unde ood that there are no oral agreements between the parties hereto affecting this Agreement and I lis Agreement supersedes and cancels any and all previous negotiations, arrangements, agreemE nts and understandings, if any, between the parties, and none shall be used to interpret this Agreei ient. This Agreement maybe amended at any time by the mutual consent of the parties by an ins rument in writing. 6.7 Severabi li . In the event that part o this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court c f competentjudsdiction, such invalidity or unenforceability shall not affect any of the remaining porn ns of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprive either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.6 Waiver. No delay or omission in the defaulting party on any default shall impair such right or i party's consent to or approval of any act by the other party shall not be deemed to waive or render unnecessary the o subsequent act. Any waiver by either party of any defaL waiver of any other default conceming the same or any of exercise of any right or remedy by a non- emedy or be construed as a waiver. A ,equiring the party's consent or approval her party's consent to or approval of any It must be in writing and shall not be a her provision of this Agreement. .4. JUN-24-2010 THU 02:26 PM PS PROCUREMENT FAX NO, 760 323 8238 P. 06 i i 6.9 Attorneys' Fees. If either party to This Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized Ond existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. i IN WITNESS WHEREOF, the City.and the Contractor have caused this Agreement 6ko, fbogy �t dav,and year first above written, pl f'tt VkU 1 ANH(�Gtr,K, ATTEST: CONTENTSAPPROVED: CITY OF PALM SPRINGS, CA. City Clerk ate: b �f Z bl0 .�.. Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The seoond signature Mgg be from the Secretary, Assistant secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CONTRACTOR NAME. Address Contractor Address: APPROVED AS TO FORM The Jarvis Company PMB 239 1145 2no Street, Suite A i City At ney Brentwood, CA 94513 AckilOwWwat Anew Date. 7—( --to Check pne _ Indivldual _ Partnership,K_ Corporation By i Signatru otarized) -5- +� a+NreJ t3 �` �x�ltt�rcMri�uaa C 0 State of California County of �ievaaa On Date before me, L - P—o-L,,j---' IV +a -r Pu-6 11, It ere Insert Name and Title f the Officer personally appeared U S( ---J aN '-j 1 .... of Signer(s) Comm. #1770 ? NOTARYO GWAh Egon Sep• I& M Place Notary Seal Above AN A p Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. who proved to me on the basis of satisfactory evidence to be the person whose name is/arse subscribed to the within instrument and acknowledged to me that Ae/she/theq executed the same in 4i&/her/tl;K* authorized capacity(iee), and that by -his/her/th& signatur06) on the instrument the person(X, or the entity upon behalf of which the person(,S) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand .and official seal. Signature v Signature of Notary Public Desciription of Attached Document Sew as Title or Type of Document: Cv—c+ Document Date: Lo - a-y r to Number of Pages: Signer(s) Other Than Named Above: k-c t��a-'r J S 1-5---���- Capaci$y(ies) Ciaimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Office(— Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: R IGHT T_r.FiUN1B O_ F 9IGNE§ Top . Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): — El Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: 7MH TiHUMBP,RIN7y OF SIGNER, %4`ga5907 Riorder!CL�ll-Fre 1-800-8 6-6 27 ©2007 National Notary Association - 9350 De Soto Ave.. P.O. Box 2402>Chatsworth, CA 91313-2402-www.�lationaiNotary.org Item k5907 Reorder'CallToll-Free 1-800-976-6227 JUN-24-2010 THU 02:26 PM PS PROCUREMENT FAX NO. 760 323 8238 P. 07 EXHIBIT W SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor ana materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 5, 2010. The decorative lighting elements include the follgwing: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown.�area, one 22' Rotating Christmas Tree down- town , and four piece deer family at entrance to the CitY. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable Qectrical connections as are customarily used in the electrical trade or required by Underwriter's l_aporatory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to toe Contractor, or to be charged by the Contractor for the cords on the final invoice. The City :warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures an'd requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 17, 2011 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements: when not in use in a safe manner until implementation (if any) of successive year's program. AnY damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor 19 a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2010, the City shall request delivery of all City owned equipment and materials to a Pity storage location determined by the Contract Officer. -s- JUN-24-2010 THU 02:26 PM PS PROCUREMENT FAX N0, 760 323 8238 P. 08 EXHIBIT "B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived; i -7- JUN-24-2010 THU 02:26 PM PS PROCUREMENT FAX NO. 760 323 8238 EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,016.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $18,541.78 'as per paragraph B of Exhibit `A", bulb repairs and replacemepts are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/7 of total program amount prior to installation P. 09 1/Q of total program amount after completion of dismantling and removal to a secure storage facility. SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to insta'llation; Contractor will charge the City an additional 70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation siteto connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2600.00. -e- CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR INSTALLATION OF HOLIDAY DECORATIVE LIGHTING THIS CONTRA T SERVICES AGREEMENT (herein "Agreement") is made and entered into this — day of , 2009, by and between the CITY OF PALM SPRINGS, a municipal corporation (he in "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Eighteen Thousand Five Hundred Forty One Dollars and Seventy Eight Cents ($18, 541.78). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Darren M. Jarvis and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. H:\Users\WPPUBLIC\10 AgreementWarvis Co. Agreement.doc July 28, 2009 (2:31 PM) I' ND/Cek 3.2 Contract Officer. Jan Anderson, Facilities Maintenance Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "D", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; -2- (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2010. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. H:IUsers%WPPUBL1C110 AgreementsUarvis Co. Agreemenkdoc July 22, 2009 (5:46PM) -3- 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a non - defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. -4- B Y Signature (Notarized) 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CITY OF PALM SPRINGS, CA. City Clerk Date: �f25f Z009 CONTENTS APPROVED: By City Manager Date: �J d Corporations require two notarized signatures. One signature must be from Chairman of Board, President, orany Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. Contractor Address: The Jarvis Company PMB 239 1145 2"d Street, Suite A Brentwood, CA 94513 CONTRACTOR NAME: Address v�aaci -4_ 145l3 By =tja� igna re (Notarized) 7� lied $`� Not To Exc Tess r ten Wlthoat The ExQf The Ctty Authorization Manager. e ':� 1179 Date Check one _ Individual _ Partnership T Corporation H.IUsers%WPPUBLIC110 AgreementsUarvis Co. Agreement.doc July 22, 2009 (5:46PM) APPROVED BY ICI MANAGER -5- EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no later than November 7, 2009. The decorative lighting elements include the following: 209 Shooting Stars, 95 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at City Hall, and four piece deer family at entrance to the City. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 18, 2010 (the end of the Palm Springs International Film Festival) in a secure storage facility, or delivered to any facility or location directed by the City in writing. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2009, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -6- EXHIBIT °B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived. . H:IUsers1WPPUBL1C110 AgreementsVarvis Co. Agreement doc July 22, 2009 (5:46PM) -7- EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $16,016.78 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $18,541.78 `as per paragraph B of Exhibit "A", bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2of total program amount prior to installation. 1/2of total program amount after completion of dismantling and removal to a secure storage facility. SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -8- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS COUNTY OF e File No: () APN No: On CA A Q1 L-4- k f) Dd)f)!�, before me, ce bQ,j- pa _� t,,.QNotary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. AAAAAA Signature ,c/ BETTYMOREINGWALKER COMM. 0792672 N0URYMW—C4LMXA p to cowscahCawtly " Ontm. Eapiriq Mar 2, Y01>Z b. This area for official notarial seal. OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. ❑ INDIVIDUAL ❑ CORPORATE OFFICER(S) TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY -IN -FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE DATE OF DOCUMENT Reproduced by North American Title Company 11/2007 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Nevada I t Date personally appeared �5F pL OF R. BERGTHOLD m Commission #1693626 < NOTARY PUBLIC - CALIFORNIA 3) > ° NEVADA COUNTY ucoAN�� MY COMMISSION EXPIRES OOCCT�OBER 10, 2010 Place Notary Seal Above R. Bergthold, Notary Public who proved to me on the basis of satisfactory evidence to be the person($) whose name6oare subscribed to the within instrument and acknowledged to me that heA Ch-dthey executed the same in his Ie f#keir authorized capacity(ies), and that by his(gAheir signature(t) on the instrument the person(rl, or the entity upon behalf of which the person(,)'acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS7t2tj al Signature tary P OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): _ ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER �G`�L�T.�:�:�:t:�c'L�X;`�Latyt'��7c'. �v�Lz>°�T�ai�i:�"L�:c.�L•���(..�;:ccG�G�c 02007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 < www.NationalNotary.org Item 85907 Reorder: Call Toll -Free 1-800-876.6827 SU1#'R4"Y OF INSURANCE REQUIREMENTS FOR CITY CONTRACT'S Instructions to Contractors/Vendors/Service Providers: .Prior to commencing any work, all contractors, vendors and service providers shall procui and maintain, .at their own cost and expense for the duration of their contract with the Cit 'appropriate insurance against claims for injuries to persons or damages to property whic -may arise from or in connection with the performance of the work or services. The types c insurance required and the coverage amounts are specified below: A. Minimum Sco a of Insurance a wired 1. General Liability insurance is required whenever the City is at risk of third -part claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. 2. Automobile Liability Insurance is required orgy when vehicles are. used -by ; contractor, vendor or service provider in their scope of work or when they are drivel Off -road on City property. Compliance with Caftmia law requiring auto liabilit insurance is mandatory and can not be waived.. 3... Workers' Compensation and Employer's Liability. Insurances is required for an, contractor, vendor or service provider that has any employees a# any time during the period of this contract. Contractors with no employees must complete a Request fo Waiver of {Workers' Com ensatio� Insurance l�eauirement f�. 4: Errors and Omissions coverage- is .required for licensed or. other professione. con#ractors'doing design, architectural, engineering or other services that warrant such insurance. B. Minimum Li its of Insurance Coverage Re uired Under $25,000 Limits TBD by Risk Manager Over.$25,000-to $5,000,000 $1. Millionyper Occurrence/$2 Million Aggregate Over $5 Million Limits TBD by Risk Manager Umbrella excess liability. may be used to reach the limits stated aboue. C. The foliowinElcrenof re trirements apply: 1. Insurance carrier must be authorized to do business in the State of California. 2.: insurance carver must have a rating of or equivalent to, B+ Comany. +, Vfl, by A.M. Best p 3. Coverage must include personal injury, protective and employer liability. . 4. Certificate most include evidence of the amount of any deductible or self insurE retention under the policy. 5. Contractor's general liability and automobile insurance coverage mu_ s_be primes a: non:.Dntdbutory over any insurance the City may maintain, that is, any such CI insurance shall be excess to limits stated in the certificate. D, Verification of Incur nce covers e . may be provided :- (1) an approved G nera! and/i Auto _94-bgKif Endorsement Form f r the Ci of Palm SplifVs or (2) an acceptab Certifiicate of Liability insurance Coverage- with an approved Additional lnsurE Endorsement.(seeattached) with the fogowing endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees and agents are named as a additional insured" ("as respects a specific contract" or "for -any and all work performe with the City" may be included in this statement). 2: This i ma and non-contributo over an Insurance or self-insuranc the Cfty ma y_ ev ("as respects a specific contract" or "for any and all work perForme with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration dal thereof, the issuing company all/ mall. 30. days wd en notice to the Gelfificate Holdc named." Language such as, "endeavor. to" mail and "but failure to mail such notic shall impose no obligation or liability, of any kind upon the company, its agents c representative" is not acceptable and must be crossed out.- See Example A below. 4. Both the Workers' Compensation and Employers' Liability policies shall contain th insurer's waiver o ubm9at o- in favor of City, its elected officials, officers, emplbyee: agents and volunteers. See Example B below. In addition to -the endorsements listed above, the City of Palm Springs shall be named th, certificate holder on the. policy. All certificates and endorsements are to be received and approved by the t'ity before wort commences. All certificates of insurance must be authorized by a person with authority tc bind cpverage,-whether that is the authorized- agent/broker or -insurance underwriter. Fallur( to obtain the required documents prior to the commencement of work shall not waive th( contractor's obligation to provide them. ir. Acceptab! Alternatives to insurance Industry Certificates of Insurance: • A copy of the full insurance. policy which contains a thirty (30) days' caricellatior notice provision (ten (10) days for. non-payment of premium) and additional Insurec and/or loss -payee status, when appropriate, fob- the City. Binders ands Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval -2- F. Endorseme t Language for Insurance Certificates Example A: 1 ! ... ! «.ram-. .• . 1 1 i ITS . OR . PRESIDMATAq3g. 3 *Yhe brokerlagent can include a qualifier stating "10 days notice fi nonpayment i i u `ZT IS UNDERSTOOD AND AGREED THAT THE COMPANY WANES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACKED HERETO." Example B: G. Alternative Programs/Self insurance Under certain circumstances, the City may accel risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, of shore carriers, captive insurance programs and' self-insurance programs as verification c insurance coverage. - These programs are subject to separate approval once the City he reviewed the relevant audited financial statements , and made am determination that :th Program provides sufficient coverage to meet the CIVs requirements. The City has recently. joined SPARTA (Service Providers. & Artisans Trade Activitle Program) to accommodate smaller contractors and service providers who have difficulty I meeting the Clwhs insurance requirements. The SPARTA Program .offers a genera liability program that provides the $1 million limit and, upon. request, will also provide auto Insu:rance with the $.1 million limit (only in conjunction with the purchase of general liabiiit insurance). SPARTA is only available during the. time your company is under contract with the City. Insurance Is provided on a per project basis and is overseen by the Municipality. Insurance Servides,. Inc. Essex Insurance . Company provides coverage and is an A++ ratee company: There is a 24-hour response time and coverage is immediate. A quote may be obtained by calling 1-800-420-0555 or online at www.2sparte.com . Type of work covered: • Personal services contracts; • General contractors and their subcontractors (certain specialty trades excluded}; • Consultants; and • Providers of goods. -3 Insurance Certificate Example ACORD,; CERTIFICATE Of LIABILITY INSURANCE PitODUOER THIS CER ATE 1$ InUED AS A MATTER OF INFORMATION Nam r Naof Producer (Insurance Agent) ONLY AND CONFER6 IJO RIGHTS UPON THE CERTIFICATE Address HOLDER. THIS CEKTWMTE DOES NOT AMEND' OR Telephone No. ALTER THE VERA AFFORbFM BY THE POLICIES BELOW. 04VMM AFFORDING COVERAGE INSURED wJSmRE'RA: 'Narm of hlsurer (Ipff= penlesmust Name of Insured (PannifiW, Contr., Developer') w xe: Name of insurer h4lve e.. rnu lRefinj Address tomma ame of fnaurer of B++ an a ff ola *As Mulred bypenW4 ,agreement etc. wrs"a Performs R of Wit. wa�Iraa �: -COVERAGES . TIMPOIX" OF iZP-M. —M UOYED BL•1ORHAVEBEEN TO ABOVE FOR THEPOLJCI' WDICA NOTWITFiSTANDw1GANY REQUW12MERr, WW OR OONgiigy OF AkY CONTRACT (*MOTHER DOC , MHrTH RESPECT TO. MIfHICH THIS Ct3iTw9CATE MAY BE ISSUED OR MAY PERTAIN. THE W8URAkC .AFFORDED.9Y THE POLIM DESCRW Kad3N IS SUBJECT TO ALL THE TERMS, OWLISMS ARID CONDtTI%M OF SUCH POU=. ACQREQATE l fdliS [Ul HAVE OM RI MUCED RYPAW C& AWS.- LTR tMOFwWwce Fq�,.r � ua rcuart�wtwit - M Oe�eua u EACHo00URREWX 1 OGO 000 A Q. ure.nr G400000000 Begin Expiration � O1rAoe • NAM [�f °°� (Gen. Llabllily Percy No.) Date Date Pr uu.aAOVV-Mtr .000 Must be 'occurrence" nOoaFaAtE Q . WiILMOREMIELMIfA4HgllER .00rPnr�oo t Lerg el , 13ds may ulre highercaverage B x �o "v O1N®""�" Auto uCy j Begin ` Expiration 'E"°"'i0� ` 1 000 000 ( abW Poll No. Date DatePCHOWAMAnW ��m• , HW"AUTM r14AM s A1A°' $1,000q ,e,000 general aggregate Omit 1s riad if the limit is applied separately to >r the -permit, a m etc $2 000 red"'°q general aggregate limtt Is required for orRr.uAzooercr : Am Insurance written on an occurrence basis. >.wr _ AM own r06 t >7 MmurT VAM OOCUFRE = $ 00JiMg1NCE . A60SO M S r _ s 00WONAUMAND WC000WW X CrUASKVr (Workers Carrie: Policy No.) Begin Expiration EAAOCOHtY Waiver of subordination In Date Date ELW"W-r— s 1,000,000 favor of Certificate Holder I - 1 5 1.000.000 oEsc�larrroaaForeurrosenaunoresnral+aFrrocou�ona�ovEueraooasra�eelrr�uLPncvsipala (See attached endorsements) The certdcate holder should be made out to the attention of the City of Petra wings, Atin:Clly Clerk This will help prevent your certif ates from being sent to the wrong department within the city. C tT1FICA11 HE?LDER AMk0"AL v1 Lek A CANC&LAT bN WKKXDAWr0FTHE AW&OMWOM P0UCMff8ECNf0u6DDGFV ETW80 City of Palm Springs { - DAw mamDrti Tm Isswn *&umm MNIL 30 DAYS WRrrTM k0TIOE TD THE P.O. Box 2743 CEWMCATE VOUXM XW ED TO TM LEFT. Palle Springs.. CA 92262 Attn: City Clerk ACOra0,25S (7Nn 8 elan CeRPARE CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR INSTALLATION OF HOLIDAY DECORATIVE LIGHTING HIS CONTRACT ERVICES AGREEMENT (herein "Agreement") is made and entered into this day of , 2008, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and The Jarvis Company (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Three Thousand One Hundred Twenty Seven Dollars and Twenty Six Cents ($23,127.26. ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "C" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. Darren M. Jarvis and Darlene Jarvis are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. H:\USERS)WPPUBLIC\08 AgreementsUarvis Co. Agreement 0808.doc ORIGINAL August 25, 2008 (10:32AM) r -1 - AND/OR�t{iei�r_ le; iiV I 3.2 Contract Officer. Jan Anderson, Facilities Maintenance Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE, INDEMNIFICATION AND BONDS 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof. The City's requirements are contained in Exhibit "D", Summary of Insurance Requirements for City Contracts. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims WUSERSIWPPUBUC108 AgreementsUarvis Co. Agreement 0808.doc August 22, 2008 (8:46AM) - 2 - arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attomeys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until July 31, 2009. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third parry any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. WUSERSIWPPUBLICI08 AgreementsUarvis Co. Agreement 0808.doc August 22, 2008 (8:46AM) - 3 - 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A parry's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. (SIGNATURES ON NEXT PAGE) H:IUSERSIWPPUBLICI08 AgreementsUarvis Co. Agreement 0808.doc August 22, 2008 (8:46AM) - 4 - IN WITNESS WHEREOF, the City and the Contractor have caused this Agreement to be executed the day and year first above written. ATTEST: CITY OF PALM SPRINGS, CA. City Clerk CONTENTS APPROVED: ... By e ' City Manager Date: --y /� Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. Contractor Address: The Jarvis Company PMB 239 1145 2"d Street, Suite A Brentwood, CA 94513 CONTRACTOR NAME: Address �v- w o 813 �By�n� Signature (Notarized) APPROVED AS']W FORM: By: 11ou67'fs C. Hol City Attorney Date: APPROVED BY CITY MANAGER nkL \al a rWal Check one Individual _ Partnership Corporation By "' J/-)� ja4 ig a (Notarized) �- WUSERSWPUBLIC108 AgreementsUarvis Co. Agreement 0808.doc August 22, 2008 (8:46AM) I&V 0 CALIFORNIA•ACKNOWLEDGMENT �.,�.`,��..s�S,s�.,: ,.,�.,L,t,: ,2,: ,•,1,a�.FJ a�?.,:?.,�.,�,�� ��,.c�•,�. oa. �t,.a.,c,.,�<,c,C,c�C,r.,7s,�.v.., ti�.,�<,�C,��,?aS,c��..c�.,c�.,A<,s�c as ��� Az., State of Californiaq County of / �/� �GC�� On pS ZQO before me, L/3t a . /U® Av- rc4 Pk,i,1 ��C. ate Here Inse ame and Title of the Officer personally appeared (.� S� ��y V" ame(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person ,0) whose name Is/ar&subscribed to the within instrument and acknowledged to me that 44e/she/tip executed the same in 4;�is/her/t4eir-authorized capacity(ies), and that by hisfher/theeir signatureA on the instrument the personA, or the entity upon behalf of which the person(Wacted, executed the instrument. LORA BELK Commission # 1770027 1 certify under PENALTY OF PERJURY under the laws ,. Notary Public - California zof the State of California that the foregoing paragraph is Nevada county t W Comm. Sep23, 2011 rue and correct. WITNESS my h,j a nd officia a I. Signa�re,6-tA_-) Place Notary Seal Above Signature of otary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): _ ❑ Partner — ! Limited [_ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHTTHUMBPRINT OF SIGNER Top . 02007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NabonaiNotaryorg Item #5907 Reorder: Call Tall -Free 1-800-876-6827 G CA�L RORNIA ALL-PURPOSE ACKNOWLEDGMENT State I ,f California Coun-� - of On -- before me, ome ers o r eliY appeared a P BETTY h1OREING WALM v COMM. #f 79X7Z m NorARrt�. Contra Cuts C Comm. E1= vlrho proved to me on the basis of satisfactory evidence to be the Person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sheRhey emoAgd the same in hWherAheir authorized caPack4ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is Uue and correct, wrrNESSmy hand and official seal. Ph— N—y Seel Above Signature OPTICJIVAL 7t n> rgh the infon»atdon below is not requirled by law, it may prove valuable to Persons relying on the dxument and could prevent fraudulent remo vat and reaGachment of this form to another document. 1Descril tion of Attached Document Title ar 1 (Pe of Documerrt- DocwTl s it Date: Sigr*"(s Other Than Named Above.- Capacfi y(ies) Claimed by Signer(s) Signet's dame l ❑ lndivi lual & CerP( rate Officer—Tdle(s): ❑ PErtn ,r— ❑ Limited ❑ General ❑ Attorr ey in Fact - - ❑ Trusk a Top of thumb here ❑ Gtlarr fan or Conservator, ❑ Otl- er '' Signer Is 4epresenting. 0200 om KMW AV,e j fl Number of Pages: Signer's Name: Q individual ❑ Corporate Officer — Title(s): l] Partner— 0 Limited ❑ General ❑ Attorney in Fact ❑ Trustee Tap rb thumb here ❑ Guardian or Conservator ❑ Other. L-j ..,-_ �. unaap� ba PO.Box2402•(LCA 9131&2402•�,w�alfonatN °trY"g Item a59W ReorderCa7T n-F ,_,00.V6.68V Signer Is Representing: £'d OLZO-M-GZ6 silor euelie4 dto:g0 g0 LO 300 EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and store holiday decorations for a one year period as follows: A. All decorative lighting elements shall be installed, tested and operational no laterthan November 7, 2008. The decorative lighting elements include the following: 174 Shooting Stars, 57 Five -Point Stars, and 3 Skylines in various locations in the Downtown area, one 22' Rotating Christmas Tree at City Hall, and four piece deer family at entrance to the City. The locations for installation of the decorations shall be determined by the City and approved by the Contractor as to feasibility for installation. City shall be responsible for securing any permission for installation from owners, lessees, lessors, state, and any other governmental authority. Contractor shall be allowed to install decoration hardware items, including but not limited to faceplates, cables, and anchor points within a reasonable time prior to actual installation dates. All hardware items shall remain in place between seasons. City shall furnish adequate electrical power and suitable electrical connections as are customarily used in the electrical trade or required by Underwriter's Laboratory within a reasonable area, not to exceed 20 feet of the decoration installation site. For distances greater than 20 feet, the City will be given the option of either providing extension cords to the Contractor, or to be charged by the Contractor for the cords on the final invoice. The City warrants that the electrical connection supplied shall be suitable for the intended purpose and the City shall be responsible for payment for all electricity consumed by the decorations. B. Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting elements. C. Contractor shall respond to all observed failures and requests for service and correct any reported outages shall be repaired within twenty-four hours. D. Contractor shall remove and store all decorative elements after January 18, 2009 (the end of the Palm Springs International Film Festival) in a secure storage facility. E. Contractor shall store all decorative lighting elements when not in use in a safe manner until implementation (if any) of successive year's program. Any damaged decorative lighting elements shall be replaced at sole cost and expense of Contractor in a manner timely for next year's program. Should the City not continue with the decorative lighting program in 2009, the City shall request delivery of all City owned equipment and materials to a City storage location determined by the Contract Officer. -6- EXHIBIT "B" SPECIAL REQUIREMENTS B.1 The requirement for a Performance Bond is waived. WUSERSIWPPUBLIC108 AgreementsUarvis Co. Agreement 0808.doc August 22, 2008 (8:46AM) -7- EXHIBIT "C" SCHEDULE OF COMPENSATION SCHEDULE OF PROGRAM COSTS: Christmas Tree and Seasonal Decoration Installation $20,602.26 Additional Option Service at City's Request (if needed) 2,500.00 Additional Cost for Issuance of Insurance Certificate 25.00 TOTAL CONTRACT AMOUNT $23,127.26 *as per paragraph B of Exhibit "A", bulb repairs and replacements are included in the total cost above. PAYMENTS TO BE MADE AS FOLLOWS: 1/2 of total program amount prior to installation. 1/2 of total program amount after completion of dismantling and removal to a secure storage facility. SERVICE CALLS: There will be no charge for Service Calls, after decorations are installed, for an installation related problem. Problems not related to installation, include but are not limited to vandalism, weather, or acts of God. In the event the problem is not related to installation, Contractor will charge the City an additional $70.00 per hour including travel time, for service. This shall also apply if adequate power or proper electrical connections are not available at installation site at the time of installation and the City wishes the Contractor to return to the installation site to connect the electrical at a later date. The Contract Officer will have the authority to request Service Calls, if needed, under the terms of this Agreement, for a maximum of 24 hours of service at a cost not to exceed $2500.00. -8- EXHIBIT "D" ,.°, 7 A LM S,F .y V y� SUMMARY OF INSURANCE REQUIREMENTS FOR CITY CONTRACTS Instructions to Contractors/Vendors/Service Providers: Prior to commencing any work, all contractors, vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below: A. Minimum Scope of Insurance Required 1. General Liability Insurance is required whenever the City is at risk of third -party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. 2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off -road on City property. Compliance with California law requiring auto liability insurance is mandatory and can not be waived. 3. Workers' Compensation and Employer's Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers' Compensat' ent form. 4. Errors and Omissions coverage is required for licensed or other professional contractors doing design, architectural, engineering or other services that warrant such insurance. B. Minimum Limits of Insurance Coverage Required Under $25,000 Limits TBD by Risk Manager Over $25,000 to $5,000,000 $1 Million per Occurrence/$2 Million Aggregate Over $5 Million Limits TBD by Risk Manager Umbrella excess liability may be used to reach the limits stated above. C. The following general requirements apply: 1. Insurance carrier must be authorized to do business in the State of California. 2. Insurance carrier must have a rating of or equivalent to B++, VII, by A.M. Best Company. 3. Coverage must include personal injury, protective and employer liability. 4. Certificate must include evidence of the amount of any deductible or self -insured retention under the policy. 5. Contractor's general liability and automobile insurance coverage must be pri end non-contributory over any insurance the City may maintain, that is, any such City insurance shall be excess to limits stated in the certificate. D. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement (see attached) with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees and agents are named as an additional insured" ("as respects a specific contract" or "for any and all work performed with the City" may be included in this statement). 2. "This insurance is vrimary and non-contributory over any insurance or self-insurance the City may have" ("as respects a specific contract" or "for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. See Example A below. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers. See Example B below. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy. All certificates and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the contractor's obligation to provide them. E. Acceptable Alternatives to Insurance Industry Certificates of Insurance: • A copy of the full insurance policy which contains a thirty (30) days' cancellation notice provision (ten (10) days for non-payment of premium) and additional insured and/or loss -payee status, when appropriate, for the City. • Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval -2- F. Endorsement Language for Insurance Certificates Example A: SHOULD ANY OF THE ABOVE -REFERENCED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR To MAIL 30 DAYS* WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT F ^ H r rn E TO MAIL SUCH NOTICESHALL T r lk IPOSE NO OBLIGATION OR LhkBILIT OF AN-Y- RqD LTO T THE INSURER, US AGF�WS OR REPRESENTATIVE . *The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium. " "IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO." Example B: G. Alternative Programs/Self-Insurance. Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, off- shore carriers, captive insurance programs and self-insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City's requirements. The City has recently joined SPARTA (Service Providers & Artisans Trade Activities Program) to accommodate smaller contractors and service providers who have difficulty in meeting the City's insurance requirements. The SPARTA Program offers a general liability program that provides the $1 million limit and, upon request, will also provide auto insurance with the $1 million limit (only in conjunction with the purchase of general liability insurance). SPARTA is only available during the time your company is under contract with the City. Insurance is provided on a per project basis and is overseen by the Municipality Insurance Services,. Inc. Essex Insurance Company provides coverage and is an A++ rated company. There is a 24-hour response time and coverage is immediate. A quote may be obtained by calling 1-800-420-0555 or online at www.2s.parta.com . Type of work covered: • Personal services contracts; • General contractors and their subcontractors (certain specialty trades excluded); • Consultants; and • Providers of goods. -3- Insurance Certificate Example ACORD CERTIFICATE OF LIABILITY INSURANCE MWM �"�"" PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Name of Producer (insurance Agent) Address Telephone No. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED INSURER A: Name of Insurer Insurance Companies must Name of Insured (Permittee, Contr., Developer') INSURERS: Name of Insurer have a min'mum Bests Rating Address *As required by permit, agreement, etc. INSURER Name of Insurer of U. Mum Financial INSURER rr. Performance Rating of V11. INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SIS LTR TYPE OF SMURANCE POLICY NUMBER POUCr EFFECTIVE DATE(NNMDH11 POLICY EI�IAAIiON DATfi0WMWM Lam A GENERAL LJABARY X Culp MADE �X� G1-00000000 Begin Expiration (Gen. Liability Policy No.) Date Date Must be occurrence" Large projects may reuire hi her covers e EACH OCCURRENCE ! 1,000,000 mmw— i MEn Elw IF PERSONAL A ADM MWN ! 1,000,000 GENERALADGREGATE W2,000,000 OENL AOOREOATE LIMB APPLE$ PER: — X PRO — PROOUCTB-ODYPATPAOO i B AUTOMOIR E UASU T X ANYAUTO ALL OWNED AUTOS BCIBSOIILEO AUTOS wREO AUroe NON-0rAlE0 AUT09 AL00000000 Begin (Auto Liability Policy No.) Date $1,000,000 general aggregate limit is required if the limit is applied separately the permit, agreement, etc. $2 000 000 Expiration Date to eoMmNEO ! 1,000,000 NJURY P"'O") BodL.rwAmr i PROPERTY DAMAGE (P `•"'"" i GARAOELNBILI,Y general aggregate limit is required for insurance written on an occurrence basis. I AMOONLY-EAA=00ff ! OTHER THAN EAA= AUTO ONLY: AGO i ! E=ESS IIABRRY OCCUR ❑COMB MADE OEDUC7IBLE RETENTION f EACH OCCURRENCE i AOOREOATE ! i i ! C WORIO:.RS COMPENSATION AND EMPIDYEPZLLABUM WC0000000 (Workers Comp. Policy No.) Waiver of subordination in favor of Certificate Holder Begin Date Expiration Date X Rr 11 ELEAAGcm- i 1,000,000 EAaBEASE-EAEMPLOYM i 1,000,000 1,000,000 OTHER DESCRIPTION OF OPERATIONSA.00ATIONSNEHICLEB/EXCUMONSI ADDED BY END ORS W E NTISPECIAL PROVISIONS (See attached endorsements) The certificate holder should be made out to the attention of the City of Palm Springs, Attn:City Clerk. This will help prevent your certificates from being sent to the wrong department within the city. f SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF, THE ISSUING INSURER MAIL 30 DAYS WRITTEN NOTICE TO THE P.O. Box 2743 CERTIFICATE HOLDER NAMED TO THE LEFT. Palm Springs, CA 92262 Attn: City Clerk ArORn 75-c [7M7T 0 ACORD CORPORATION 1988