HomeMy WebLinkAboutKNIGHTSBRIDGE ARCHITECTURAL PRODUCTS, INC. 5 -2014INSURANCE ON PILE
PORN MAY PROCEED N- 2014 -019
UNTIL INSURANOE EXPIRES
FLERK OF COUNCIL 9 2.01 ,
DAi'E.:
Q'. PWA CC.KI` -Al� CZ-) CONSULTANT AGREEMEN7
THIS AGREEMENT, made and entered into this 50' day of February, 2014 by and between
Knightsbridge Architectural Products, I o, a California Corporation ( hereinafter "Consultant"), and the
City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of signage
design, manufacture, refurbishment, installation and repair,
B. Consultant represents that Consultant is able and wiling to provide such services to the City,
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting finn in the field,
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter sot forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide on -call services required to refurbish, replace, and repair signago at the
Santa Ana Regional Transportation Center ( "SARTC "). Additionally, Consultant shall manufacture and
install new signage, as needed, at the SARTC. All services will be provided at the written request of the
Executive Director of Public Works, or his designee.
2. DELIVERXOF WORK )PRODUCT - OWNERSHIP
Consultant warrants and represents that it has the absolute right to enter into and perform this
Agreement and will perform its obligations hercunder in accordance with standards and practices
prevailing in the industry. Consultant's contribution to the signage program, including works to be
produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights
of any third person or party. Consultant shall deliver to City any work product which results from the
services provided. Said work product shall be submitted in hard copy and produced in a form compatible
with City's information systems, as agreed between the Project Manager and Consultant.
In regard to all material produced as a deliverable under this Agreement, including but not limited
to records, papers, drawings, specifications, programs, systems and other materials prepared by
Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and
volunteer workers, that (a) other such material shall be the property of the City, and may not be
copyrighted without prior review from the City, and (b) the authors of all such material, whether
copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of
their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable
license throughout the world for govornmenW purposes to disclose, publish, translate, reproduce, and use
such materials.
3. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed
$25,000.00 during the term of this Agreement.
b. Payment by City 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,
4. TERM
This Agreement shall commence on the date first written above and terminate on June 30, 2015,
unless terminated earlier in accordance with Section 13, below. The parties agree that services provided
since July 1, 2013 shall be included within the term of this agreement.
S. INDEPENDENT CONTRACTOR
Consultant 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 Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shalt 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.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below;
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance which 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 Consultant's operations in the performance of this Agreement, including,
without limitation, acts involving velricles. 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, $2,000,000 in the aggregate, Such
insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as
additional insured(s); (b) be primary and not contributory with respect to insurance or self insurance
programs maintained by the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $f,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, Consultant, if Consultant 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, Consultant 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 Consultant pursuant to
this section:
(i) Consultant 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 Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to f nmish 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 Consultant's right to be paid for its time and materials expended prior to
notification of termination, Consultant waives the right to receive compensation and agrees to indemnify
the City for any work performed prior to approval of insurance by the City.
7.
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
injury, including death; and claims for property damage, which may arise from the direct or indirect
operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting
on their behalf which relates to the services described in section I of this Agreement; and (2) from any
claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by
reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless
agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
suffered, or alleged to have been suffered; by reason of the events referred to in this Section or by reason
of the terms of, or effects, arising from this Agreement. Consultant 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 challenging the validity of this Agreement, or
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. City
may make all reasonable decisions with respect to its representation in any legal proceeding.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant 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. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by
operation of law; or (e) is independently developed by the Consultant without reference to information
disclosed by the City.
9. CONFLICT OF EMI REST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any insurer with performance of services specified under this
Agreement.
10. 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 City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
With courtesy copies to:
Executive Director of the Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M -21)
P.O. Box 1988
Santa Ana, California 92702
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
To Consultant: Knightsbridge Architectural Products, Inc.
3605 W. MacArthur Blvd. Suite 713
Santa Ana, CA 92704
Attn: Lynn Perry
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new
address. If sent by mail, any notice, tender, demand, delivery, or other 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,
any notice, tender, demand, delivery, or other 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.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, 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 Consultant. 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 Consultant 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.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant 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,
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject
to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the
City all work product completed as of such date, and in such case such work product shall be the property of
the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the
City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in
the Recitals of this Agreement.
14, DISCRIMINATION
Consultant 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.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal,
state and local laws and regulations,
15. 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.
16. PROFESSIONAL LICENSES
Consultant 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 Aria and all other
governmental agencies. Consultant 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.
17. 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 terns of this Agreement, and shall indemnify City
filly, 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 WI'PNESS WHEREOF, the patties hereto have executed this Agreement the date and year first above
written.
ATTEST:
MARIA D. IIUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
i
By: Czc < to�Q e�
La ra Sheedy
Assistant City Attorney
RECOMMENDED PROVAL:
EDWIN ,"WILLIAM' GALVEZ, P.E.
Interim Executive Director - PWA
CITY OF SANTA AN
DAVID CAVAZOS
City Manager
KNIGHTSBRIDGE ARCHITECTURAL
PRODUCTS, INC.
PERRY
Officer
EXHIBIT A
FEE SCHEDULE
July 1, 2013 through June 30, 2015
40
KNIGHTSBRIDGE
ARCHITVCTUM6 PRUnUCK INC.
Innovative Signage Soiutlons
THE DEPOT - CITY OF SANTA ANA
STANDARD PRICING
Interior and Exterior Signs
1/8 ", r /4" acrylic or 1/4" Sintra
$1.84 per sq inch
The Depot standard "scalloped" sign corner
$2.25 per square inch
Velcro and double -sided tape mounting
$3.63 per square inch
Magnetic tape & mechanical mounting
$44 per square inch
Custom colors
$75 for paint matching (one time
charge)
Painting of standard colors
$15.00 - $75.00 minimurn
Artwork charges
$100 per hour
Sills- screening (up to 2" high copy size)
$25.00 per line
Silk - screening (additional lines of copy)
$23.00 per line
Sills - screening (if more than 18 characters per line)
$1.99 per character
Bevel /Bullnose edges
$20.00 per sign
Flame polished edges
$20.00 per sign
Directory strip re- orders (standard size)
$65.00
Vinyl letters
$.85 - $2.50 par letter
Digital Printing
$19. square foot on std. substrate
1/32" tactile text and grade 2 braille
$1.90 square inch
Installation $140.00 per hour
For custom signs, call for quotations
Note: The above prices reflect a 20% discount (off standard prices) given to the City of
Santa Ana.
Prices Effective July 1, 2013 — June 30, 2015
3605 W. MacArthur Blvd., Sulte 713 + Santa Ana, CA 92704
Tel (714) 957 -6200 + Fax (714) 957 -6226 + info @knightsbridgeproducts.corrl
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The City of Santa Ana,20 Civic Center Plaza,Santa Ana,CA 92701,its officers, employees
agent s, volunteers and representatives are named as Additional Insureds with regards to
liability and defense of suits arising from the operations and uses performed by or on behalf
of the named insured. *10 day cancellation clause for non - payment of premium:
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20 Civic Center Plaza
Santa Ana, CA 92701
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This endorsement modifies such insurance as is afforded by the provisions of Policy
# IMAntld,M 9 relating to the following:
11 The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701, its
officers, employees, agents, volunteers and representatives are named as additional insureds
( "additional insureds ") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of 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 liability. The inclusion of any
person or organization as an insured shall 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
materially 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 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective a /;t;`ILZ L 7d J012biq this endorsement form as apart of
policy #_ 'Z2i B�nitw(2e1
Issued to— k hNj'& ..1TSR 2tilf V A9r.Mi7.rr", iom
Countersigned by
Authorized Representative