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HomeMy WebLinkAbout06 - On-Call Street Striping & Sign InstallationCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 November 13, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: General Services Department Mark Harmon, Director, 949 - 644 -3055 mharmon @city.newport- beach.ca.us SUBJECT. Agreement with Orange County Striping Services Inc. for On- Call Street Striping and Sign Installation ISSUES: Should the City execute a Professional Services Agreement with Orange County Striping Services Inc of Orange for street striping, pavement and curb marking, and sign installation services on an on -call basis? RECOMMENDATION: Approve the agreement with Orange County Striping Services Inc for street striping, pavement and curb marking, and sign installation services on an on -call basis. DISCUSSION: In September of 2004, the Department solicited bids for street striping and pavement marking services, which was awarded to Orange County Striping Services under a standard City maintenance agreement. At that time, it was anticipated that the contractor would be utilized solely to supplement City crews for striping on major streets where our staffing level, undersized striping truck, and the need for occasional night work made it difficult to perform the work required in a safe and economical manner. On June 13, 2006, the City Council awarded an on -call agreement to Orange County Striping Services for street striping, pavement and curb marking, and sign installation services. The agreement had one -year term with no provision for an extension. Orange County Striping performed in an excellent manner over the term of the agreement. Agreement with Orange County Striping Services Inc for On -Call Street Striping and Sign Installation November 13, 2007 Page 2 With the need to enter into another on -call agreement for striping and marking services, staff sought price quotations from Orange County Striping and two other large striping companies. A recap of the bid prices is attached, and the lowest bid was furnished by Orange County Striping. Consequently, an agreement is submitted for Council approval for Orange County Striping. The term of the agreement is for two years, however, Orange County Striping advised us of a 5% price increase effective July 1, 2008. Even with this increase built into the pricing, their cost is substantially lower than other two companies. The City spends $120,000 per year in contracted striping and curb painting services. FUNDING: There are adequate funds in Field Maintenance Division budget to fund these services this fiscal year, and funds for these services will continue to be budgeted in subsequent fiscal years. ENVIRONMENTAL REVIEW: This action requires no environmental review, as it is not a project pursuant to CEQA. Prepared by: 'Mike Pisani Deputy General Services Director Submitted Mark Harmon General Services Director Attachment: (1) Summary of Street Striping Price Quotations (2) Professional Services Agreement with Orange County Striping Services Inc for On -Call Striping and Sign Installation Bidders: Descrindo Repaint Striping (One Coat) Lineal Ft. Double Yellow Broken Double Yellow 4" Skip Yellow 4" Solid Yellow 4" Skip White 4" Solid White 6" Bike Lane 8" Solid White Striping Minimum ........... ............................................ .......................... Single Line Stall Double Line Stall Handicap Symbol 12" Letters ........................ ............... .......... ................... Repaint Markings (One Coat) 12" Solid White Turn Arrows 8' Letters Non-Reflective Pavement Markers Pavement Markers Minimum ........................................... ... .................................. .......... - ............................ ....... I ......... ................................ ........... Sign Installed on Existing Posts Sign Installed on New 2" Unistrut & Base Core Drilling Sidewalk for Sign Post Sign & Post Installation Minimum Summary of Street Striping Bids Oc Striving Sudhaker Stemdahl ........... .......... ............. .................. ....................... ...... ........................... ....................... ............ $0.12 $0.34 $0.80 $0.15 $0.65 $0.75 $0.50 $0.50 $1.00 $0.10 $0.32 $0.75 $0.20 $0.65 $0.75 $0.50 $0.50 $1.00 $0.03 $0.15 $0.35 $0.07 $0.35 $0.45 $0.20 $0.20 $0.30 $0.04 $0.17 $0.40 _$0.09 $0.40 $0.50 $0.25 $0.25 $0.40 $0.03 1 $0.15 $0.35 1$0.07 $0.35 $0.45 $0.20 $0.20 $0.30 $0.04 $0.17 $0.40 $0.09 $0.40 $0.50 $0.251 $0.25 $0.40 $0.07 $0.25 $0.60 $0.12 $0.55 $0.65 $0.40 $0.40 $0.80 $0.10 $0.32 $0.80 $0.19 $0.70 $0.85 $0.40 $0.40 $1.001 $750 $1,050 $1,050 $850 1 $1,5001 $1,500 $2,500 $3,500 $3,5001 $8.50 1$7.00 $20.00 $12.00 $20.00 $10.00 1$10.60, $30.00 $15.00 $25.00 $135.L 00 1$65.00 $300.00 $50:00 $2.00 1$3.00 $30.00 $12.00 $25.00 ............ $0.60 $1.50 $1.60 $0.85 $2.00 $2.50 $2.50 $6.50 $26.00 $50.00 $30.00 $65.00 $75.00 $125.00 $6.00 $16.00 $30.00 $10.00 $25.00 $25.00 $40.00 $650 $1,050 $1,050 $2,200 $3,000 777777= .......................... .... I .......... I .............. ....................... ............... .... ... I . . I .............. I ..... ................. ......... ;;.;o 1 1$0.85 1 1 $1.501 $550.001 1$650.001 1 $2,2001 .......... I .............. I ....... . ...................... $4.00 $3.25 $5.00 $1.60 $1.50 $2.00 $650 $800 ... ............ ... ....... ........ ....... ............... $46,00 $50.00 $75.00 $112.00 $175.00 $125.00 $133.00 1 1$115.00 $200.00 $550 1$650 $2,200 PROFESSIONAL SERVICES AGREEMENT WITH ORANGE COUNTY STRIPING SERVICES, INC. FOR ON -CALL STREET RESTRIPING AND SIGN INSTALLATION SERVICES THIS AGREEMENT is made and entered into as of this day of November, 2007, by and between the CITY OF NEWPORT BEACH, a municipal corporation and Charter City ( "City"), and ORANGE COUNTY STRIPING SERVICES, INC., a California corporation, located at 183 N. Pixley Street, Orange, CA 92868 -4550 ( "Contractor "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. The City has a need for on -call street restriping and sign installation services. C. City desires to engage Contractor to perform on -call striping and sign installation services in various locations. throughout the City on an as- needed basis ( "Project"). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal contact for Contractor for purposes of Project shall be Douglas Patterson. F. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 31st day of October, 2009, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall provide "On -Call" striping and sign installation services as described in the Scope of Services attached as Exhibit "A." Upon verbal or written FE from the Project Administrator,l ; o`ntractor shall provide a bid proposal for services requested by the City (hereinafter referred to as the °Letter Proposal "). The Letter Proposal shall include the following: (a) A detailed description of the services to be provided; (b) The position of each person to be assigned to perform the services, and the name of the individuals to be assigned, if available; (c) The estimated number of hours and cost to complete the services; (d) The time needed to finish the project. No services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Proposal. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Contractor to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay, in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.2 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor for the services on a time and materials not -to- exceed basis, in accordance with the provisions of this Section and the Schedule of Billing Rates included in the Scope of Work. As of July 1, 2008, City agrees to increase Contractor's compensation by an additional five percent (5 %) as outlined in Exhibit A. No other rate changes shall be made during the term of this Agreement without the prior written approval of the City. 6 Consultants compensation4or services performed accordance with:Qiis Agreement shall not exceed the fees.identified in the Letter Proposal, as approved by the Project Administrator. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars ($30,000.00) shall require a separate Professional Services Agreement approved as per Council Policy F -14. 4.1 Contractor shall submit monthly invoices to the City describing the work performed the preceding month. Contractor's bills shall include the name of the person and /or classification of employee who performed the work, a brief description of the services performed and/or the specific task in the Letter Proposal to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty days after approval of the monthly invoice by City. 4.2 City shall reimburse Contractor only for those costs or expenses specifically approved in the Proposal. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Contractor. A. Actual costs specifically authorized in advance in writing and incurred by Contractor in the performance of this Agreement. 4.3 Contractor shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any worts that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Proposal and which the parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit A. 5. PROJECT MANAGER Contractor shall designate a. Project Manager, who shall coordinate all phases of the work to be performed pursuant to this Agreement. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Kevin Ebnit to be its Project Manager. Contractor shall not remove or reassign the Project Manager or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Contractor warrants that It will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 8 ?" 6. ADMINISTRATION ` This Agreement will be administered by the General Services Department. Mark Harmon shall be the Project Administrator and shall have the authority to act for City under this -Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. STANDARD OF CARE 7.1 All of the services shall be performed by Contractor or under Contractor's supervision.. Contractor represents that it possesses the personnel required to. perform the services required by this Agreement. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 7.2 At its sole cost, the Contractor shall provide all necessary equipment, tools, and labor, etc., as may be necessary to perform the work outlined in the Proposal. All equipment used by the Contractor must be of commercial quality and in good and safe working condition at all times. 7.3 All. materials used by Contractor in performing services under this Agreement must be of good quality and fit for the particular purpose for which they will be used. 7.4 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 maintain a City of Newport Beach business license during the term of this Agreement. 8. SECURITY The City shall not be responsible for losses of Contractor's supplies, tools, or equipment. As such, Contractor acknowledges its responsibility for providing proper identification and security for such items at its own expense. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1. City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subconcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for Injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's work on 4 the Project, or the work of any subcontractor or supplier selfkted by the Contractor. 9.3 Contractor shall indemnify, hold harmless, and defend City, its officers and employees from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims arising from any and all acts or omissions of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Contract; (2) use of improper materials in performing this Project; including, without limitation, defects in workmanship or materials and /or design defects or (3) any and all claims asserted by Contractor's subconcontractors or suppliers on the Project, and shall include reasonable attomeys' fees and all other costs incurred in defending any such claim. However, nothing herein shall require Contractor to indemnify City from the sole negligence or willful misconduct of City, ifs officers or employees. 9.4 Contractor shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Project work. 9.5 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Contract as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.6 Nothing in this section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Contract, except to the extent provided in Section 10.3 above. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Contract. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to. 5 direct Contractor as to the details of the performance or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the tern of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certlfrcates of Insurance. Contractor shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. i D. Coverage Requirements., ¢_ 1. Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Contractor for City. 2. General Liabilitv Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability . Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000) combined single limit for each occurrence. D. ,Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured parties with respect to liability arising out of work performed by or on behalf of the Contractor. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Contractor's operations or services provided to City. Any insurance maintained by City, including. any self- insured retention City may have, shall be considered excess 7 insurance only and' not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. A. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) days written notice has been received by City. A. Trmety !Notice of Claims. Contractor shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Contractor's performance under this Agreement. B. Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint- venture or syndicate or cotenancy, which shall..result in changing the control of Contractor. Control means frtty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The parties recognize that a substantial Inducement to City for entering into this Agreement is the professional reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this Agreement will be permitted only with the express written Ell '* consent of City. Contractor shaW- not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor to this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement 18. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City eamed on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 19. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Contractor, the additional design, construction and /or restoration expense shall be bome by Contractor. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 20. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 21. CONFLICTS OF INTEREST The Contractor or its employees may be. subject to the provisions of the Califomia Political Reform Act of.1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such i * persons from making, or participating; in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Contractor shall indemnify and hold harmless. City for any and all claims for damages resulting from Contractor's violation of this Section. 22. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof In the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Marie Harmon General Services Department City of Newport Beach P.O. Box 1768 Newport Beach, CA, 92658 -8915 Phone: 949 - 718 -3055 Fax: 949 -650 -0747 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Kevin Ebnit Vice President, Operations Orange County Striping Service, Inc. 183 N. Pixley Street Orange, California 92868 Phone /Fax: (714) 437 -1291 23. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time.and in the manner required, that party shall be deemed in default in. the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting. party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving 10 *' :seven (7) calendar days' prior written notice to Contractor. In the evdht of termination under this Section, City shall pay Contractor for services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 24. COMPLIANCE WITH ALL LAWS Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Contractor shall conform to applicable City, county, state and federal laws, regulations and permit requirements and be subject to approval of the Project Administrator and City. 25. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same.or a different character. 26. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 27. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28. AMENDMENTS This Agreement may modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. II '30 ` CONTROLLING LAW AND VENUE:. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 31. EQUAL OPPORTUNITY EMPLOYMENT Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 32. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be censtmed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: ron C. Harp Assistant` City Attorney for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH A Municipal Corporation By: Steve Rosansky, Mayor City of Newport Beach ORANGE COUNTY STRIPING SERVICE, INC. By: (Corporate Officer) Print Name: 0 (Financial Officer) Print Name: Attachment: Exhibit A — Scope of Services & Billing Rates 12 Cky amewpo t Beech . 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