HomeMy WebLinkAboutA3727 - JARVIS HARRINGTON HOLIDAY LIGHTING MO 5834 Harrington Decorating Co. , In
• Holiday Decorative Lighting
5-yr Program-Install & Mntnce
AGREEMENT #3727
M05834, 11-6-96
CITY OF PALM SPRINGS
MULTI-YEAR INSTALLMENT PAYMENT CONTRACT
HOLIDAY DECORATIVE LIGHTING
THIS MULTJ-YEAR INSTALLMENT PAYMENT AGREEMENT (herein "Agreement"), is made and
entered into this_&�- day of u_n, .�, — , 195'�., by and between the CITY OF PALM
SPRINGS, a municipal corporation, (herein "City") and Harrington Decorating Company, Inc., Huntington
Beach, California, (herein "Contractor"). (The tern Contractor includes professionals performing in a
consulting capacity.) This Agreement provides for a 5-year program for installation and maintenance of holiday
lighting, with payments therefore made on an installment basis. The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. in compliance with all terms and conditions of this Agreement,
the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A"
and incorporated herein by this reference, which services may be referred to herein as the "services" or "work"
hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and
warrants that Contractor is a provider of first class work and services and Contractor is experienced in
performing the work and services contemplated herein and, in light of such status and experience, Contractor
covenants that it shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be of good quality, fit for the purpose intended. For purposes of this
Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one
or more first-class firms performing similar work under similar circumstances.
1.2 Contractor's Proposal. The Scope of Service shall include the Contractor's proposal
or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law. All 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 having jurisdiction in effect at the time service is rendered.
1.4 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. Contractor shall have the sole obligation to pay for any fees, assessments and
taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for
the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and bold
harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against
City hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a) has thoroughly investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties
and restrictions attending performance of the services under this Agreement. If the services involve work upon
any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted
with the conditions there existing, prior to commencement of services hereunder. Should the Contractor
discover any latent or unknown conditions, which will materially affect the performance of the services
hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at
Contractor's risk until written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all
such damages, to persons or property, until acceptance of the work by City, except such losses or damages as
may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith
to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service
of the other.
1.8 Additional Services. City shall have the right at any time during the performance of
the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of
Services or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein
any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments
are subject to the written approval of the Contractor. Any increase in compensation of up to five percent (5%)
of the Contract Sum or $25,000; whichever is less, or in the time to perform of up to one hundred eighty (180)
days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively
must be approved by the City Council. It is expressly understood by Contractor that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated
therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall
not be entitled to additional compensation therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement, if any,
which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and
incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the 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$24,357.67 the first
year of the contract and $15,874.28 for each of the succeeding four years, for a maximum total contract of
$81,854.77 (herein "Contract Sum"), except as provided in Section 1.8. The Contract Sum shall include the
attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not
be entitled to any additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in the
Schedule of Compensation, in any month in which Contractor wishes to receive payment, no later than the first
(1st) working day of such month, Contractor shall submit to the City in the form approved by the City's
Director of Finance, an invoice for services rendered prior to the date of the invoice. Except as provided in
Section 7.3, City shall pay Contractor for all expenses stated thereon which are approved by City pursuant to
this Agreement no later than the last working clay of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
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3.2 Schedule of Performance. Contractor shall commence the services pursuant to this
Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)
established in the "Schedule of Performance" attached hereto as Exhibit "D", if any, and incorporated herein by
this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of
Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180)
days cumulatively.
3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for
performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods,
epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any
governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of
such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain
the facts and the extent of delay, and extend the time for performing the services for the period of the enforced
delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be foal and conclusive upon the parties to this Agreement. In no event shall Contractor be
entitled to recover damages against the City for any delay in the performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this Agreement,
this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5)
years from the date hereof, except as otherwise provided in the Schedule of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are hereby
designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to
the work specified herein and make all decisions in connection therewith:
Roger A. Harrington, President
Harrington Decorating Co., Inc.
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing
principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing
principals shall be responsible during the term of this Agreement for directing all activities of Contractor and
devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the
foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor
without the express written approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be designated by
the City Manager of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Contractor shall refer any decisions which
trust be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Aeainst Subcontracting or Assienment. The experience, knowledge,
capability and reputation of Contractor, its principals and employees were a substantial inducement for the City
to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole
or in part the services required hereunder without the express written approval of the City. In addition, neither
this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered
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voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written
approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor,
taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including
any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or
any surety of Contractor of any liability hereunder without the express consent of City.
The City's policy is to encourage the awarding of subcontracts to persons or entities with offices
located within the jurisdictional boundaries of the City of Palm Springs and, if none are available, to persons or
entities with offices located in the Coachella Valley ("Local Subcontractors"). Contractor hereby agrees to use
good faith efforts to award subcontracts to Local Subcontractors, if Local Subcontractors are qualified to
perform the work required. In requesting for the City to consent to a subcontract with a person or entity that is
not a Local Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith efforts may be
evidenced by placing advertisements inviting proposals or by sending requests for proposals to selected Local
Subcontractors. The City may consider Contractor's efforts in determining whether it will consent to a
particular subcontractor. Contractor shall keep evidence of such good faith efforts and copies of all contracts
and subcontracts hereunder for the period specified in Section 6.2.
4.4 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 herein. City shall have no voice in the selection, discharge,
supervision or control of Contractor's employees, servants, representatives or agents, or in fixing their member,
compensation or hours of service. Contractor shall perform all services required herein as an independent
contractor 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. 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. City shall not in any way or for any
purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a
member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 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:
Comprehensive General
Liability Insurance
Blanket Contractual Coverage Bodily Injury $1,000,000 each occurrence
Property Damage $500,000 each occurrence
Independent Contractor Coverage Bodily Injury $1,000,000 each occurrence
Property Damage $500,000 each occurrence
Products and Completed Operations Bodily Injury $1,000,000 each occurrence
Coverage Property Damage $500,000 each occurrence
Personal Injury Coverage $1,000,000 aggregate (combined limit
applicable to Bodily Injury and Property Damage)
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Comprehensive Automobile Liability Bodily Injury $500,000 each person
Insurance (Applicable to Owned, $1,000,000 each occurrence
Non-Owned and Hired Vehicles) Property Damage $250,000 each occurrence
Worker's Compensation Insurance Statutory Limits of State of California
(Employer's Liability) $1,000,000 each accident
a. 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 shall
indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons
retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement.
b. Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of
$500,000.00 per person and $1,000,000.00 per occurrence and property damage liability limits of$250,000.00
per occurrence and $500,000.00 in the aggregate or (ii) combined single limit liability of$1,000,000.00. Said
policy shall include coverage for owned, non-owned, leased and hired cars.
C. Additional Insurance. Policies of such other insurance, including professional
liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City, its officers,
employees and agents as additional insureds. 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. All of said
policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty
(30) days prior written notice by registered mail to the City. 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 5.1 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 Insurance or binders are approved by the City.
The Contractor agrees that the provisions of this Section 5.1 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 persons for which the
Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section 4.3 of this
Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to
maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1.
5.2 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, but excluding such claims or liabilities
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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:
d. 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;
e. 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;
f. 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.
5.3 Performance Bond. Concurrently with execution of this Agreement, Contractor shall
deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the
City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the
Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety
and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be
unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the
Contractor promptly and faithfully performs all terms and conditions of this Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall
be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the
most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are
of a financial category Class VII or better, unless such requirements are waived by the Director of
Administrative Services or designee of the City ("Director of Administrative Services") due to unique
circumstances. Due to changes in conditions affecting the market for insurance or affecting the performance of
this Agreement, the need may arise to increase or decrease the amount or type of insurance required hereunder.
In the event the Director of Administrative Services determines that there is a need for a change in insurance
coverage, the Contractor agrees that the minimum limits of the insurance policies and the performance bond
required by this Section 5 may be changed accordingly upon receipt of written notice from the Director of
Administrative Services; provided that the Contractor shall have the right to appeal a determination of increased
coverage by the Director of Administrative Services to the City Council of City within ten (10) days of receipt
of notice from the Director of Administrative Services,
6.0 RECORDS AND REPORTS
6.1 Records. Contractor shall keep, and require subcontractors to keep, such books and
records as shall be necessary to 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 times during normal business hours of City, including the right to inspect, copy,
audit and make records and transcripts from such records. Such records shall be maintained for a period of
three (3) years following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required.
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7.0 ENFORCEMENT OF AGREEMENT
7.1 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.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party
shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party
shall continue performing its obligations hereunder so long as the injuring party commences to cure such default
within ten (10) days of service of such notice and completes the cure of such default within forty-five(45) days
after service of the notice, or such longer period as may be permitted by the injured party; provided that if the
default is an immediate danger to the health, safety and general welfare, such immediate action may be
necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to
take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or the
Contractor's right to terminate this Agreement without cause pursuant to Section 7.8.
7.3 Retention of Funds. Contractor hereby authorizes City to deduct from any amount
payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may
be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages
suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor's
acts or omissions in performing or failing to perform Contractor's obligation under this Agreement. In the
event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any
indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any
payment due, without liability for interest because of such withholding,an amount sufficient to cover such
claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the
obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.
7.4 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 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.
7.5 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 and
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.
7.6 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 declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damages. Since the determination of actual damages for any delay in
performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach
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of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of one
hundred dollars ($100.00) per day as liquidated damages for each working day of delay in the performance of
any service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may
withhold from any monies payable on account of services performed by the Contractor any accrued liquidated
damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any termination
of this Agreement except as specifically provided in the following Section for termination for cause. The City
reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written
notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice
may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves
the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written
notice to City, except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall
immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.
Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all
services rendered prior to the effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the
Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced
hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of the
Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of
Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the
Contractor shall be liable to the extent that the total cost for completion of the services required hereunder
exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment
of the amounts owed the City as previously stated.
7.10 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. Attorney's fees shall include attorney's fees on any appeal, and
in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery and all other necessary costs the court allows which are incurred in
such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMIPLOYEES: NON-DISCRIMINATION
8.1 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.
8.2 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,
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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.
8.3 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 insure 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.
9.0 MISCELLANEOUS PROVISIONS
9.1 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. Either party may change its address by notifying the other party of the
change of address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Intepretation. 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.
9.3 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.
9.4 Severability. 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 a 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 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.
9.5 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 parties have executed and entered into this Agreement as of the date
first written above.
SIGNATURES ON NEXT PAGE
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CITY OF PALM SPRINGS,
a municipal corporation
ATTEST: By: /CZ' X1�
City Manager
City Clerk
APPROVED AS TO FORM: y'yF�Ne C9Y OaD6F9al
mo
U Attorney � i 17
CONTRACTOR: /J
By:
Na f and Title
By:
Name and Title
Address: r U ZX s14 to
10
• EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall furnish all necessary equipment, labor and materials necessary to install, maintain, remove and
store the decor for a star-theme holiday decorative lighting program for a five year period as follows:
EQUIPMENT:
A. Clear non-blinking minilights sufficient to wrap 150 palm trees to a height of 12 feet;
B. Clear non-blinking minilights sufficient to adorn (approx) 30 shrubs and (approx) 15 trees, and extra garland
applied to Frances Stevens Building in Frances Stevens Park.
C. Clear non-blinking minilights sufficient to wrap (approx) 15 palm trees and adorn (approx) 5 trees in Amado
Park;
D. (Approx.) 600 feet of lighted, branched 14" garlands to trim buildings and sufficient clear non-blinking
ramilights to adorn 4 trees in The Village Green;
E. One 40-foot star-theme cross-street skyline decoration (approximate dimension);
F. One 60-foot star-theme cross-street skyline decorations (approximate dimension);
G. One 40-foot lighted and garland covered star-theme cross-street skyline decoration for permanent structure
for Alejo Welcome Arch (approximate dimension);
H. Four non-blinking minilight assemblies to wrap palm trees at Tramway Road vicinity and ground-mounted
deer sculptures consisting of: 1 ea. 5 1/2' silouette standing buck; 1 ea. 4 1/2' silhouette standing doe; 1 ea. 3'
silhouetted doe and fawn; and, 1 ea. 6 1/2' silhouetted alert stag.
Items E, F, G, the ground-mounted deer sculptures in H, and the garland in B&D above shall become the
property of the City of Palm Springs upon installation in Year 1 (1996), subject to Contractors's obligation to
store and inspect same as provided below. All remaining equipment belongs to the Contractor.
SERVICES:
A. All decorative equipment/materials described above to be installed and tested to ensure satisfactory
(operating) condition, and placed into operation.
B. Contractor to periodically inspect lighting decorations to ensure working condition and to replace all burned
out bulbs.
C. Contractor to respond and restore to working order within 24 hours of Contractor's observation or receipt of
reports of conditions of non-operation of decorative lighting elements.
D. Contractor shall install complete system no later than the day before Thanksgiving (November 28 this year)
and remove and store all decorative elements at the end of the Palm Springs International Film Festival (mid to
late January (January 31 this year).
E. Contractor shall store all decorative lighting elements when not in use in a safe manner as provided in
Section 1.6 until implementation 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.
At the end of the Year 5 (2000) program all equipment/materials owned by the Contractor shall be removed.
The City-owned equipment/materials shall be transported to a location within the City by the Contractor per the
direction of Contract Officer.
EXHIBIT "A"
SCOPE OF SERVICES
11
EXHIBIT "B"
SPECIAL REQUIREMENTS
A. The City shall own the cross-street decor and garland trim upon completion of the first years payments.
B. In addition to replacing defective lights, Contractor shall replace all the miniature lights each year with new
lights.
C. The requirement for a Performance Bond is waived.
D. The Jarvis Company of Byron, California, is the approved subcontractor for installation and maintenance of
decorative lighting elements as described herein. Contractor remains responsible for performance of all
obligations hereunder including any work performed by The Jarvis Company.
E. Notwithstanding this is a 5-year installment payment Agreement, after the Ist year the City may, pursuant to
Section 7.8, terminate this Agreement for any reason and without cause, unless the decorations have been
installed for that year, in which case the Agreement may only be terminated for cause until the end of that
holiday season. In the event of termination without cause, Contractor shall within 15 days deliver all
decorations owned by the City to the City without any charge therefore. City shall not, thereafter, be liable for
any further installment payments whatsoever.
EXHIBIT "B"
SPECIAL REQUIREMENTS
12
0 0
EXHIBIT "C"
SCHEDULE OF COMPENSATION
SCHEDULE OF PROGRAM COSTS:
Year 1 (1996) $24,357.65
Year 2 (1997) $15,874.28
Year 3 (1998) $15,874.28
Year 4 (1999) $15,874.28
Year 5 (2000) $15,874.28
PAYMENTS TO BE MADE AS FOLLOWS:
1/2 of yearly program amount prior to installation;
1/2 of yearly program amount after completion of dismantling and removal to secure storage facility, except as
separately provided for the end of year five.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
13
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
INSTALLATION:
All decorative lighting elements shall be installed, tested and operational on the day before Thanksgiving in each
of the program years.
LIGHTING MAINTENANCE:
Contractor shall periodically inspect and make necessary repairs and bulb replacements to all decorative lighting
elements.
Contractor shall respond to all observed failures and requests for service and correct any reported outages shall
be repaired within twenty-four hours.
REMOVAL:
In each program year the decorative lighting elements shall be removed after the closing of the Palm Springs
International Film Festival (usually mid- to late January).
STORAGE:
After removal Contractor shall store lighting materials until installation during the next program year.
TERM:
The term of this agreement is for five (5) holiday seasons from the effective date of this Contract through
February 1, 2001.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
14
--------------------------------------------- --------------------------------------------------------------------------------
ISSUE. DATE (KN/DO/YY)
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UCER THIS
TE
SSUED AS
OF
MONTEZ—ALAMEDA INS AGENCY CONFFRSRNO RIGHTSIUPON THE CERTIFICATE HOLDER.THISICCERTTIFICATE
UNITED AGENTS INS SERVICE INC DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
IP.O. BOX 2910 iPOLICIES BLLOW.
TURLOC( CA 95381 -------------------------------------------------------------------------i
(FAX �09-632-2395 CWiPf11-[ES -�FF0PRD-I-M6' C Q V E�,�CE
(PHONE: 209 526-8210 h----------------------------------- ---------- ----
`----------------------h
209-632-2393 COIrIPANIY SGOTTSDALE INSURANCE CO. LiEcElvLck
----------- --------.,eiECEIVEL RioANY ----------------------------------------ZP 2.5 1997
;INSURED g GOLDEN! EAGLE IRIS. CO.
IJARVIS Co. ---------------------------'. ,._, —t
CEP 019971-------
P 0 BOX 77G COMPANY ° `rR-0r-
IBYRON, CA. 94511 C —
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----------_______..____..__________l---------_________________________________h
ICoMPANY
D
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C0VEFnu',�ES
THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED 17EL041 HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CFRTiFICAfE: 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 POLICILS. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
h--- -------------------------------h--- -------------- h-----y---------- a y --------------------------------
LORi TYPE OF INSURANCE POLICY NUTIBER �DATEC(,,,EFUD/YY)EiPOOLICDOTEl,,EXPIRAT�OIJi LIMITS
i_._ _ ._.._.__.. YY
----------------_______h___...----------------..L---------------_}---------..-------i.------------.__..___.....---------1.___...._______p
A '(rENERAL LIABILITY I CLS0357973 07/05/97 1 07/05/98 IGENERAL AGGREGATE S 2000000
X COMMERCIAL GENER L L.IABILITYI I I IPRODUCTS-COHP/OP AGG. �'U 1000000
. [ �CIAIMS BADE X OCCUR. PERSONAL & ADV.INJURY S 1000000
BIER'S & CONTR9 T R'S PROI'.I EACH OCCURRENCE 1R 1000000 1
1 1 IEIRE DAMAGE(Any one fire) 19 160000
MED.F.XPENSEII Any One P2P9011)iS
+---+----------------------------------------------------------------------i-----------------h---------------------------I-------------'I'
B AU OMOBILE LIABILITY CCP-435435-01 j 09/18/97 09/18/98 COMBINED SINGLE l� 1000000
ANY AUTO LIMIT
ALL OWNED AUTOS I IBODILY INJURY H
X,SCHEDULED AUTOS
I I I I I ((Poi pparson) I I
X HIRED AUTOS BODILY INJURY A
X,NON-OWNED AUTOS Per accident)
PROPERTY DAMAGE ID I
---------------
!CA AGE LIABILITY AUTO ONLY - EA ACCIDENT IW
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ANY AUTO I IOTHLR 1HAN AUTO ONLY: ,EACH ACCIDENT I,
AGGREGATE ,8
------------------------------- -----------------(------------------- -------------
' IEXCESS LIABILITY EACH OCCURRENCE is '
� 1UMBRELLA FORH AGGREGATE Is 1
OTHERli UMBRELLA
------------- ------ -------- I- -------;----------------------------------'t---------------------__....__A$
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WORKERS COMPENSATION ARID ]WC STATUTORY [ ) OTHER
EMPLOYER'S LIABILITY LIMITS I .
THE PROPRILTOR/ EL EACH ACCIDENT
PARNTERS/EXECUTIVE ( � INCL EL DISEASE-POLICY LIMITS
OFFICERS ARE: l EXCL ; ;EL DISEASE-EA EMPLOYEE ;3
----------------------------------+------------------h--- ------------1----------------- ---------------------------h---- --_...---'t
A OTHER FIRE LEGAL CLS0357973 07/05/97 07/05/98 N 160,000.00
I I I I I I I
jDESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
I
I
NON PAYMENT OF PREMIUM 10 DAY CANCELLATION NOTICE.
------ ------------------------------------------------- - ----------------------
------------ - -----------
ICrrcIAF1i_r;TF I'1010_I't I4_„fvC-L-;L_f) T�iaDls; I
AND ADDITIONAL INSURED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALM SPRINGS EXPIRATION DATE THEREOF, THE ISSUING COMPANY T&L EPi )VOR TO NAIL
MATT; CITY CLERIC, 30 DAYS WRITTEN NOTICE TO 'ME CERTTIFICATE HOLDER NAMED 'TO THE LEFT
P 0 BOX 2143 LEFT BUT FAILURE TO h ',1 SUCFI NOTICE SHALL IMPOSE NO OBLIGATION OR
PALI'1 SPRINGS, CR. 92263 2743 LIABILITY OF ANY I---- UP01 "� COVIPy RIJY, ITS RGFNI OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIIE
IR. ALAMIDA j
.,_____,------..___._..-..-__.________,_____._.__-_..___-____i---------..-------------_____..______________.__-_________________________F
flCO,xL 25--S ( './95 ) LC7 A.(--0FRf) C0FRP0RA T I01V 1.963C
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_Q RD,M CERTIFICAS- OF LIABILITY INSUONCE 2/25/2D002)
PRODUCER MONTEZ-ALAMEDA INS. AGENCY THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
P.O. BOX 2910 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
429 E. MAIN STREET HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
TURLOCK CA 95381 ...,.-
(209) 632-2393 INSURERS AFFORDING COVERAGE
INSURED INSURERA. ALLIED INS A NATIONWIDE COMP
THE JARVIS COMPANY INSUHERB'
PO BOX 776 INSURER C: Yg r-U
BYRON, CA. 94514 INSURER
INSURER E. —
e',o r'
COVERAGES 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.
INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE MM/DD/VV DATE MM/DD/VV
GENERAL LIABILITY EACH OCCURRENCE $ 1, 000, 000
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one lire) $ 100, 000
CLAIMS MADE M OCCUR MED EXP(Any one person) $ 5, 000
A ACP GLO 782061370 7/7/2001 7/7/2002 PERSONAL s ADV INJURY 5 1, 000, 000
GENERALAGGREGATE S 2, 000, 000
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGO $ 2, 000, 000
X POLICY PRO- LOC
ECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
ANY AUTO (Ea accident) $ 11000, 000
ALL OWNED AD FOS
BODILY INJURY $
X SCHEDULED AUTOS (Per person)
A ACP BA 782061370 7/7/2001 7/7/2002
HIRED AUTOS
BODILY INJURY $
NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC S
AUTO ONLY AGO S
EXCESS LIABILITY EACH OCCURRENCE $
OCCUR ❑CLAIMS MADE AGGREGATE $
$
DEDUCTIBLE $
RETENTION S $
IAIU
WORKERS COMPENSATION AND TORY LIMITS ER
EMPLOYERS'LIABILITY
E L EACH ACCIDENT $
E.L.DISEASE-EA EMPLOYE $
E.L.DISEASE-POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS,LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
See Supplemental Information Page(s)
CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: _ CANCELLATION
SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
CITY OF PALM SPRINGS DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYSWRITTEN
ATTN: CITY CLERK, PATRICIA SANDERS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
3200 TAHQUITZ CANYON WAY IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
PALM SPRINGS, CA. 92662 REPRESENTATIVES.
AUTHOHIZ):pjiEP TAT]
VE �
ACORD 25-S(7/97) O AMRD CORPORATION 1989
LM.LPW 0.9.5 on 2/25/02-14 41 by UserName LP:LPW 0.9 8 on 225/02-14 42 by UserName PF A.0.1