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HomeMy WebLinkAboutEXTERIOR PRODUCTS, INC. 3 -2013I r.'.?.f?:;E ON FlLF A J-???' ?4ZJ '"F. ?',? ,; ?? y?,su?zF,Fd ? ???IR?S N-2013-003 _ ?/-0??3 -/-3 _._cRiC OF C !i1`iL:iL. `' i E- ?lAN "t 5 2013 AGREEMENT FOR INSTALLATION. REMOVAL, bs C-??CZ> AND STORAGE OF FLAGS ? ?r r. EcJ.13Gr? THIS AGREEMENT, made and entered into this 151 day of January, 2013 by and between Exterior Products, Inc., a California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation (hereinafter "City"). > RECITALS A. City desires to retain a contractor having special skill and knowledge in the field of labor, manpower and machinery to install, remove and store American flags. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standazds as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide the City with the labor, manpower and machinery to replace, install, remove and annually store thirty-five (35) American flags per special event date six times per year in the Downtown area, as set forth in Exhibit A to this Agreement- 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The contract award for such services pursuant to the Contractor's Proposal shall not exceed Five Thousand Dollazs ($5,000.00). b. Payment shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2013, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Community Development and the City Attorney. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1 ,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i? Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Community Development Agency, City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6939 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: Exterior Products, Corp. 1031 N. Shepard Street Anaheim, California 92806 Telephone (714) 632-3509 Telefacsimile (714) 632-3589 A party may change its address by giving notice in writing to the other party. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Clerk of the Council Bv: 1(31" CITY OF SANTA ANA Paul Walters City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa Storck Assistant City Attorney Interim Executive Director Recommended for Approval: Nancy T'. EAvards Community Development Agency Exterior Product ntractor ric Peterson Principal CA License #947006 kX!-IiE31?' ?'? Exterior Products, Corp. 1031 North Shepard Street Estimate 005655 Anaheim, CA 92806 Phone; (714) 632-3509 Date IY/21/Y2 Fax: (714) 632-3589 emai/: jr aL7exterlorproducts. net webs/te: www.exter/or roducts.net Start Sh/ Data Sh/ /n VIa Re ID Terms S ecla/ In Hse OCI n 30 For Year 2013 B/// To: City of Santa Ana Sh/p To: Amer/can Flag Insta/!at/on Adminlstrat/ve Serv/ces Olvlslon M-25 On 4th Street between 20 C/v/c Center Plaza French and Ross Santa Ana, CA 9270Y Santa Ana CA Contact: Terr/ Eggers Phone: 714-647-5378 emaf/ TeggersCa?santa-ana.org Contact: Jesse A/v/drez Ce1/: 714-448-9348 e-ma/I: uantlt Descr! t/on Un/t PNce Extended Labor manpower & machinery to /nsta//, remove & store 35 Amer/can Flags annua//y. Mart/n Luther K/ng Insta// Jan 18 remove Jan 22 2013 682.50 Pr@s/dents Day Instal/ Feb 15 remove Feb 19 2013 682.50 Memor/a/ Day Insta// Mey 24 remove May 28 2013 682.50 Independence Oay Instal/ Ju/y 3 remove July 8 2013 682.50 Labor 8t Sept 11 Insta// Aug 30 remove Sept 12, 2013 682.50 Veterans Day Install Nov 8 remove Nov 12 2013 682.50 4 Rep/acement Flags same qua//ty 3x5' as ex/sting 44.50 178.00 /nc/udes hardware and proper d/sposa/: Each date and service Is bT/!ed /ndlvTdually Contractor's License # 947006 Tax ID # 27-1383763 Subtotal 4 273.00 Quote Vai/d Unt//: 12/31/20 ti X Tax 7.75% Y3.80 ?--5? customer s/gnature Freight ?- --? Tote/ 4,286.80 Se//er Signature: Er/c Peterson Title: Princ/pa/ Please sign th/s est/mate and fax to: 714-632-3589 to /ndlcate your approve/. Deposit Rema/nder CancelZatiosm suZtject to i59S restockhai/-fee. Thts contract shall be consta-eeed acid poveitited in accordance wi[la [he laws of the State Qf CA. No[ a Pm•nters ip or Joint Venha•e. Arbtn•atto?e?p Disputes- an}/ dispute or claim fn Zaeu m• equitZ/ m•iainpp out of [hie agreement be dedded b? neuta•nZ bindirag arbitration. The unauccea?/ial m•tp in seech actime agrees to ret?iaburae the succes?ji<Z part}/ therefaa for its reasonable expenses muZ attoa•neZ/'s ?es. Conh•actm• not, responsible for vandalism or Acts of God. EX H I F3 I-f ?9 --?; ACOROD, CERTIFICATE OF LIABILITY INSURANCE D04/05/20D 12) PRODUCER PHILIP B. ROBINSON INSURANCE AGENCY 23185 LA CADENA DR # 101 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. LACUNA HILLS, CA 92653 949-474-9300 INSURERS AFFORDING COVERAGE NAIC # INSURED lNSURERA: Goiden Ea le Insurance Cor EXTERIOR PRODUCTS CORP. INSURER B: Chartis Insurance Com an 1031 NORTH SHEPARD ST INSURER C: CA 92806 ANAHEIM INSURER D: , 714-632-3509 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED aELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANU11n19 TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED OR ANY REQUIREMENT , THE INSURANCE AFFORDED BY THE POLFCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MAY PERTAIN , POLICIES. AGGREGATE LIMITS SHOWN MAV HAVE BEEN REDUCED BY PAID CLAIMS. JNSR D POLICY NUMBER POLICY EPFECTIVE POLIC EXPIRATION LIMITS EN ERALUABILRY EACH OCCURRENCE 51,000000 A ? G ? COMLIERGAL6ENERAL LIABILITY E a 5500000 LAIMS MADE ? OCCVR MED EXP An one rsm 5 1O OOO C CBP8645564 4-23-12 4-23-13 PERSONAiAADVINJURV s 1 00.0,000 GENERAL AOOREGATE § 2 000,000 DE NLAOGRE(iATE LI0.4TAPPLIEB PER: PRODUCTS-COMPlOP A00 S2r000,OOO POLICY PRO- LOC A ? AUT OfAOBILELIABILITY BA6019755 4-23-12 4-23-13 ?osINOLEUMrr ?I? s 1,000,000 ? ANYAVTO I I A11 OWNED AI)rOS BODILY INJV RY S SGiEDULED AUT05 l?ll ( ? ,- ?? I ) 1? 1`" IPer person) r? /\ k' ?, Rv ? )`'L HIRED AUTOS NONOWNEO AVTOS ,: ? - BODILY INAIAY lPereocldaN) S , ? ? 3 , _ - ?-e"? - - ?? ? -- PROPERTY DAMAGE 5 -_._.-.....-- Rll[a ?.I : i L ? _ '.:"l .` (Par epClnBN) OARAOE LIAB[DTY ASSlSFil i) CiLI' ??I ?'-'1 ?'` AVTOONLY-EA ACCIDENT S OTHER THAN EA ACC L ANY AUTO Al)TOONLY: A-pp S iBRELLA LIABILITY %CESSNI EACH OCGVRRENCE 52000,000_ A . E ? CLAIhIS h'IADE OCCU AOGREOATE S 2r000,OOO R CU8645364 4-23-12 4-23-13 s UC BLE S DED TI - RETENTION S we sr rH- S NSATIONAND OM B WORKER8C PE EMPLOYERS•LULBILITY E.L.FJICHACCIDEM S i 000,000 FICERrtAEMBER EJ(CLV DE?ECiJiIVE O 003795914 5-1-12 5-1-13 E.L OL4EASE-EA Eh7PLOYEE 5 1,000,000 yy 6PECWL PRO IV SIGNS below E.L DISEASE-POLICY LIMIT S i OOO OOO OTHER 000 Comprehensive Deductible $1 q Auto Physical Damage BA6019755 4-23-12 4-23-13 , $1,000 Collision Deductible DESCRIPTION OF OPERATIONS/ LOCATIONS/ V EHICLES /EXCLUSIONS ADDED BY ENDORSEMENT/BP ECU\L PROV ISION8' Exterior Decorating ` if canceled for nonpayment 10 day notice is given The City of Santa Ana, Its officers, agents, volunteers and employees are named as additional insured -rhic Incuranra ;F: nrimarv and env other insurance maintained by the City of Santa Ana snail be excess and non-contributory. CERTIFICATE HOLDER CANCELLATION SHO VLD ANY OF THE ABOV E DESCRIBED POLICIES BE CANCELLED BEF?Ol1RE THE EXPIRATION The City of Santa Ana DATE THEREOF, THE ISSV]NG INSURER YALL ENDEAVOR TO hWIL ? DAYS VlR1TTEN Community Development Agency NOTICE TO THE CERTFICATE HOLDER NAMED TO THE LEFT, BUT FAILVRE TO DO BO SHALL Administrative Services Division m-25 IMPOSE NO OBLIGATION OR DABIIIrY OF ANY KIND UPON THE INSURER. ITS AGENTS OA 20 Civia Center Plaza REPAESENTA71VE3. Santa Ana, CA 92701 AVTHORIZEO REPRE9 ENTATNE FAX 714-647-6549 gCORD 26 (2001/08) ©ACORD CORPORATION 1986 __ , - ' 6°? /A¦ •l I?? IMPORTANT If the certificate holder is en ADDITIONAL INSURED, the policy(ies) must 6a endorsed. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s)- If SUBROGATION IS WAIVED, subject to the terms and conditions of the pol[cy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse stde of this form does not constitute a contract between the issuing Insurer(s), authorized representative or producer, end the certificate holder, nor does it affirmatively or negatlveiy amend, extend or alter the coverage afforded by the policies Ilstod thereon. 25 EXHtt`3tl° ? . ADDITIONAL 1NSURED ENDORSEMENT FOR COMMERCIAL C3ENERAL LIABILITY POLFCY Insurance Company Go1??2-I-? ?iaa?P ?ylSt1('o?vif? lc?t??. This endorsement modifies such htsurance as is afforded by the provisions of Policy # Cats f5 ro`d' 5rj 6`} relating to the following: 1. The Clty of Santa Ana, 20 Civic Center Plaza, Santa Ana, Califomia 92701; ifs offccers, employees, agents, volunteers and representatives are named as additional Insureds ("additional insureds") with regard to liability and defense of salts arising from the operations and uses performed by or on behalf of the named Insured. 2. With respect to claims arising out of the operatioas and uses performed by or on behalfof the named insured, such insurance as Is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of !lability. The inclusion of any person or organization as an insured shat! not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or ma#erially reduced in coverage or limits except after thirty (30) days written notice has been given to the CIty of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92702. (Completion of the following, including countersignature, is required to make Hits endorsement effedtlve.) Effective ?- ? 5 / 2.0 ? `2- Poitcy # G F3 • Issued to ?c 2i-Por^ 'Prac1 this endorsement form as a part of Named Countersigned by ??- Authorized Representative ta?:r?1?i t' ?'=?