HomeMy WebLinkAboutA8398 - PACIFIC DECORATING COMPANY CONTRACT SERVICES AGREEMENT
2019 Holiday Decorative Lighting Elements
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and
entered into on e , 2019, by and between the City of Palm Springs, a
California charter city and municipal corporation ("City"), and Pacific Decorating
Company, a California corporation, ("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 Contractor for 2019 Holiday Decorative
Lighting Installation and Storage, ("Project").
B. Contractor has submitted to City a proposal to install, maintain, remove,
and store, the City's 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, respond to service calls,
removal and storage of City-owned Holiday 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 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.
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.
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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 $20,051.62.
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
ServicesMork 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.
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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 for an initial term
commencing October 1, 2019, and continuing through September 30, 2020. Installation
of Holiday Decorative elements is to commence no earlier than October 26, 2019, and
completed no later than November 17, 2019. Removal shall commence no earlier than
January 14, 2020, and completed no later than January 20, 2020, unless extended or
altered by written mutual agreement of the parties.
4.5 Termination Prior to Expiration of Term. Termination Prior to Expiration
of Term. City may terminate this Agreement for its convenience at any time, without
cause, in whole or in part, upon giving Contractor thirty (30) days written notice. 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 such notice, City shall pay Contractor for Services
performed through the date of termination in accordance with the Contract Documents.
Upon receipt of such notice, Contractor shall immediately cease all work under this
Agreement, unless stated otherwise in the notice or by written authorization of the
Contract Officer. After such notice, Contractor shall have no further claims against the
City under this Agreement. Upon termination of the Agreement under this section,
Contractor shall submit to the City an invoice for work and services performed prior to the
date of termination. Contractor may terminate this Agreement, with or without cause,
upon thirty(30) days written notice to City.
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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 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 Subcontractina 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:
Barry Steinhart General Manager
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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, 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
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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.
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
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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.
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.
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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; layoff 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, 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.
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720599.1
To City: City of Palm Springs
Attention: City Manager/City Clerk
3200 E. Tahquitz 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.
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.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: By:
David H. R ,
City Manager
APPROVED AS TO FORM: ATTEST
By. 3By:
J ff li ger hony Meji
City Attorney City Clerk
"CONTRACTOR"
Pacific Decorating Company
Date: n(4�� ..Z� c( By :
Tara A. Jo ffnsen
(President)
Date:
(Name)
(Secretary)
APP O EC GfTY MANAGER
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720599.1
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720599.1
EXHIBIT "A"
CONTRACTOR'S
SCOPE OF SERVICESMORK
Including,
Schedule of Fees
And
Schedule of Performance
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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 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 2019.
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
26,2019 and .must be completed no later than November 17, 2019. Removal shall be
started no earlier than January 14, 2020 and completed no later than January 20, 2020."
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 $20051.62,
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% $10,025.81 due upon receipt of Contract return date, prior to installation
50% $10,025.81 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 or liable for loss of
decorations cause by any reason whatsoever, including but not limited to: theft, fire,
vandalism, civil unrest, wind exceeding 35 M.P.H. or any 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
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 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 $80.00 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$80.00 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 JOHN EN CUSTOMER
DATE: September 2, 2019 DATE:
Johnsen Commercial Services dba
PACIFIC DECORATING COMPANY
PO Box 850
Grass Valley, CA 95945
operations(apacif icdecoratingco.com
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)
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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.
1.1 Notice of Cancellation. Contractor has requested its insurer to modify its
insurance endorsement cancellation provisions to delete any exculpatory wording and
wording stating, in effect, that failure of the insurer to mail written notice of cancellation
imposes no obligation on insurer. Contractor's insurer has refused to modify such
language or guarantee that insured and the City, as additional insured, will be timely
notified of any cancellation of Contractor's insurance required under this Agreement;
particularly with respect to Commercial General Liability and Worker Compensation
Insurance in accordance with Exhibit B.Therefore, Contractor now agrees that should
any insurance policies under this Agreement be cancelled before the expiration date for
any reason, Contractor shall immediately notify the City, as named additional insured, of
the policy cancellation. Failure of Contractor to immediately notify the City of the
cancellation of any required insurance by the issuing company shall be considered a
material breach and default of this Agreement and all services provided by Contractor
shall cease until such time as evidence of sufficient and comparable replacement
insurance naming the City as an additional insured is provided to the City as a cure.
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;
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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
X 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.
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 VI I, 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.
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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. fro r "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.
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.
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