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_ Gamparry: jarvis Company XRef: J, i MNRS9IV_7&0 3 2 3--8811 7 0�`- Paid:
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CITY OF PALM SPRINGS
CONTRACT SERVICES AGREEMENT FOR
INSTALLATION OF HOLIDAY DECORATIVE LIGHTING
THIS CONTRACT SERVICES AGREEMENT(herein"Agreement")is made and entered into
this el day of 2006, 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 Six Hundred Twenty One Dollars and Twenty Cents
($19 621.20) ("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.
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
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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 following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general liability
insurance written on a per occurrence basis with a combined single limit of a least
$1,000,000 bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broadform property damage, products and
completed operations. The General Liability Policy shall name the City of Palm Springs, its
officers, employees, and agents, as additional insured in accordance with standard ISO
additional insured endorsement form CG2010(1185) or equivalent language.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in
such amount as will fully comply with the laws of the State of California and which will
include $1,000,000 employer's liability.
(c) Business Automobile Insurance. A policy of business automobile liability insurance
written on a per occurrence basis with a single limit liability in the amount of $1,000,000
bodily injury and property damage,Said policy shall include coverage for owned, non-owned,
leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including professional liability
insurance in a minimal amount of$1,000,000 if contract has professional liability exposure,
as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance. The insurer shall waive all
rights of subrogation and contribution it may have against the City, its officers, employees and
agents, and their respective insurers. In the event any of said policies of insurance are canceled,
the Contractor shall, prior to the cancellation date, submit new evidence of insurance in
conformance with this Section 4.1 to the Contract Officer. No work or services under this
Agreement shall commence until the Contractor has provided the City with Certificates of Insurance
or appropriate insurance binders evidencing the above insurance coverages and said Certificates of
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Insurance or binders are approved by the City.
The contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of any
person or person for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the
subcontractor to maintain the same polices of insurance that the Contractor is required to maintain
pursuant to this Section.
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;
(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.
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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, 2007.
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
parry. 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 priQrto
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 Discriimination. 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.
62 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.Q. Box
2743, Palm Springs, California 92263, and on 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 parry by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
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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 Severabilitv. In the event that part of this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competentjunsdiction,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
party's consent to or approval of any act by the other parry 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 parry 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 parry, (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)
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IN WITNESS WHEREOF,the parties have executed and entered into this Agreement as of the date
first writlen above.
- - CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By!i7J���
- C Clerk E� 9(� City Manager
APPROVED BY�CITY MANAGER
Contractor Address: \yko b q pl 9
The Jarvis Company f• gppRp AS TO N1:
PMe 239
1145 2nd Street, Suite A
Brentwood,CA 94513 By:
Title: '
CONTRACTOR: Check one:_Individual_Partnership Corporation
Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President,or any Vice President:
AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer).
V3y: 4 L cw Ate(J_ i" By:
iSigriatu (notarize , j tariz Signature o d)
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State of 1'rtil ) �l }l
County of 1%nAjVt(AAU'Jas Countyof �ss y�
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personally'(-yfA ni J,Qayni ._,fpj)f6j app ared personally .r-j, — Vj o � Nf appeared
personally own to me or rove Yo me on the basis of personally known to me.W proved to me on the basis of
satisfactory evidence)to be the personKwhosc nameO is/ire satisfactory evidence)to be the personKwhose name iE
subscribed to the within instrument and acknowledged to me that subscribed to the within instrument and acknowledged tomethat
KisholoWy executed the same in F s/her/Keu authorized sly( hey executed the same in Pt�Flaieirauthorized
capacity( s), and that by t Wher/tpeu slgnalureA on the capacity and that by h�lb/ -irsignature(�) on the
instrument the person(s),or the entity upon behalf of which the instrument the person1,8f or the entity upon behalf of which the
porsono).�ii;ted,executed the instrument, person(s,Yacted,executed the mstmment.
WITNESS my hand and official seal. WITNESS my hand and o cial seal.
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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
5, 2006. 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 15,2007(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 years program.
Should the City not continue with the decorative lighting program in 2007, the City shall request
delivery of all City owned equipment and materials to a City storage location determined by the
Contract Officer.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
B.1 The requirement for a Performance Bond is waived.
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
SCHEDULE OF PROGRAM COSTS:
Christmas Tree installation at City Hall $ 1,836.45
Seasonal Decorations installation Downtown $ 17,784.75
Total for program $ 19,621.20
"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.
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