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HomeMy WebLinkAboutC-3812 - Installation and Removal of Light Pole Banners for CentennialPROFESSIONAL SERVICES AGREEMENT WITH EXTERIOR PRODUCTS, INC., FOR INSTALLATION AND REMOVAL OF LIGHT POLE BANNERS FOR THE CITY OF NEWPORT BEACH'S CENTENNIAL THIS AGREEMENT is made and entered into as of this 7-7 day of September, 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and EXTERIOR PRODUCTS, INC., a California corporation whose address is 25792 Prairestone, Laguna Hills, California, 92653 ( "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 the City of Newport Beach. B. City is planning to install 190 Centennial banners with temporary brackets on City light poles to celebrate its upcoming 100 -year Centennial in 2006. C. City desires to engage Contractor to purchase, install and remove the banners. The banners will be 24" wide and 72" long, 4 CP Screen Print, and include printing on both front and back. They will be displayed over a 10.5 -month period, from October 15, 2005 to August 30, 2006 ( "Project "). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor for purposes of Project, shall be Jeff Rovinsky. 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: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 30th day of September, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 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 according to the schedule outlined in this Paragraph. The failure by Contractor to perform the services according to this schedule may result in termination of this Agreement by City, and assessment of damages against Contractor. Schedule for Performance: Contractor must install all 190 banners by October 15, 2005. The banners must be removed by August 30, 2006. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. Contractor's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Forty- Three Thousand, Three Hundred Sixty -Four and 46/100 Dollars ($43,364.46) without additional authorization from City. No changes shall be made during the term of this Agreement without the prior written approval of City, 4.1 Contractor shall be paid on the following schedule; Upon execution of this Agreement and receipt of all evidence of insurance required hereunder, Contractor shall receive a deposit of Twenty-Three Thousand, Seventy-One Dollars and 961100 ($23,071.96), which shall be used to purchase the banners and equipment as described in the Scope of Work. Following the satisfactory completion of installation of all 190 banners by the deadline of October 15, 2005, Contractor shall be entitled to receive the additional sum of Fifteen Thousand Dollars ($15,000.00). Following the satisfactory removal of all banners by the deadline of August 30, 2006, Contractor shall be entitled to receive the additional sum of Five Thousand Two Hundred and Ninety-Two Dollars and 50/100 ($5,292.50). 4.2 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. K 0 5. PROJECT MANAGER i Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Jeff Rovinsky 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. 6. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. Marie Knight 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. CITY'S RESPONSIBILITIES In order to assist Contractor in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's work schedule. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Contractor represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Contractor to practice its profession. Contractor further represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Contractor to practice its profession. 3 Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Contractor]) or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 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 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 hit /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, 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 term 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. Certificates 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's 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. 5 0 0 D. Coverage Requirements. 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) calendar days prior to such change (10 day written notice for nonpayment of premium). 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. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) 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. iii. 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. E. 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 insureds with respect to liability arising out of work performed by or on behalf of the Contractor. 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 insurance only and not contributory with the insurance provided hereunder. 15. 16. • 0 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. vi. 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) calendar days written notice has been received by City (10 day written notice for nonpayment of premium). Timms 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. G. 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. 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 fifty 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. 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 consent of City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. VA 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in.the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City'.s sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. 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 under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices 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 to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor 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/her 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 earned on its 7 21 22. 23. 24. • • investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 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 borne by Contractor. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. CONFLICTS OF INTEREST The Contractor or its employees may be subject to the provisions of the California 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 persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Contractor shall conform to a Failure to do so constitutes a material breach and termination of this Agreement by City. Contracto r harmless City for any and all claims for damages violation of this Section. NOTICES II requirements of the Act. is grounds for immediate shall indemnify and hold resulting from Contractor's All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor 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: Attn: Marie Knight Recreation and Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3157 Fax: 949 -644 -3155 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Jeff Rovinsky Exterior Products, Inc. 25792 Prairestone Laguna Hills, CA 92653 Phone: 949 - 305 -3502 Fax: 949 - 831 -6375 25. 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 provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event 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 banners, equipment and materials purchased or accumulated in the performance of this Agreement. 26. 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, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27. 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. 28. 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. ills • • 29. 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. 30. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 31.. 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. 32. 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. 33. 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. [SIGNATURES ON FOLLOWING PAGE] 11 0 APPROVED AS TO FORM: BY. &. N. Aaron C. Harp Assistant City Attorney ATTEST: City Clerk 0 CITY OF NEWPORT BEACH, A Municipal Cqrporation in effemdn; Mayor City of Newport Beach CONTRACTOR: EXTERIOR PRODUCTS, INC. By:� p (Corporate Officer) Print Name: ' 002a%lor (Corporate Financial Officer) Print Name: Attachment: Exhibit A — Scope of Services F : \USERSIPBMSharedlAgreements\FY 05- 061E#erior Products - Centennial Banners.doc 12 ESTIMATE 000436 Data 043/25/05 EXTERIOR PRODUCTS, RVC 25792 Prairestoae Laguna Bills CA92653 Ste ng Date: TBD (949)305-35o2phone 5h' iipgna�, Via: IocvllnsWl (949) 831-6375 fax Ren 1'- JR - ema$: exteriorpcoducts @cax.net Thms, Upon Receipt website: www.exfedorprodn0ts.net Special: Removal Date TBD ' Please sign this estimate and fax to (949) 931-6375 to indicate yaw appravaL Rill To: ship : NBloo 2101 15th St #1 City of NewportBeach, CA Newport Beach CA92663 contact Lisa Gorbaty contact Lisa Gorbaty phone 949.650.4056 phone 949- 65o.4056 fax a -matt: GcdMLOwjbm.mm Qumdfry 'Description Unit Price Extended lyo labor Install/ Removal Light Pole Banner 1per pole 55,00 10450.00 Install Temporary brackets w /Adj. bands; includes maintenance for duration of install 190 Brackets Bracket Rental,- New Brackets andNewwonn drive bands _ 65.00 x2,350.00 190 Banners 24" wide x72" l6ng; 4 CT Screen Print (not digital) 97.50 17,385.00 one design; print front aadbad44" top aadbottom pole sleeves, pummetstop/bottom, doublethreadlokstith 1 labor Maps andsubmananot 'papemorkto Public Works 400.00 400.00 Permit costs and encroadh wtpermits are paidfor by City New Brackets and straps to be used for the event Display period estimate at to -n months FedT= W a2- 0588578 Title. Sallersignature: Jeff W FUmnaky 'title: Principal a Partnership or Joint Venture. Subtotal 40,585.00 Tax 2,304.46 Freight 475.00 Total $ 64.46 Deposit 23,071.96 Remainder 20,29z50 E 33�Z CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 September 27, 2005 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Recreation and Senior Services aRVO NE POW 5En Marie Knight, Director 644 -3157 — mknight @city.newport- beach.ca.us SUBJECT: Street Light Banners for the Centennial RECOMMENDATION 1. Approve the installation of temporary banners for the Centennial to be placed on 190 street light poles throughout the City. 2. Waive the provision of Council Policy L -16 that requires the banners to be removed after 30 days and allow the banners to be at these locations throughout the Centennial year. 3. Approve an agreement with Exterior Products, Inc. in the amount of $43,364.46 for the fabrication and installation of the banners. DISCUSSION The Centennial marketing plan and approved marketing budget included a provision for street light pole banners to be placed throughout the City to promote the Centennial during the celebration year from October 2005 through October 2006. The Marketing Subcommittee has approved the attached design and is requesting the approval for their placement in 190 locations. Council Policy L -16 requires that temporary banners such as these be removed. after 30 days. The banners themselves are not intended to promote one specific Centennial event, rather the overall celebration. Therefore, coupled with the investment for the cost of production and installation, it is also requested that approval be granted to have the banners remain up for the entire Centennial year in order to serve our purpose and have the most effective and efficient use of our marketing funds. Council is also asked to approve the attached Professional Service Agreement with Exterior Products, Inc. for the fabrication and installation of the banners. The total cost for this service is $43,364.46. This company has worked with many organizations within the community on the production of their banners such as the Taste of Newport and the OC Marathon and comes highly recommended. Environmental Review: NA Attachments: Banner Sample PSA with Exterior Products, Inc. Council Policy L -16 I* L -16 TEMPORARY BANNERS EXTENDING OVER THE PUBLIC RIGHT -OF -WAY FINDINGS AND PURPOSE Temporary banners and signs pose risks to the public in the form of potential physical obstructions in or over the right of way and by distracting an individual who otherwise would, and should, focus on other users. The City Council also finds that, in the absence of the size and number limits specified in this policy, temporary banners or sign could reduce property values, adversely impact land uses, and interfere with the recreational objectives of visitors to the City of Newport Beach. A total prohibition on the installation of temporary banners and signs is appropriate with the exception of the provisions of this Policy and Chapter 20.67 of the Newport Beach Municipal Code because there are adequate alternative means of communication for those wishing to engage in commercial or non - commercial speech except for temporary real estate signs and non - profit groups organizations conducting community wide events co- sponsored by the City of Newport Beach and open to the general public. Finally, the City Council has determined that the restrictions contained in this policy and the provisions of Title 20 of the Newport Beach Municipal Code are the least restrictive means available to accomplish the public safety, economic and aesthetic objectives of the City Council. 40 GENERAL PROVISIONS Temporary banners and signs shall not be permitted within or over any public street or pedestrian right of way with the exception of temporary real estate signs as specified in Chapter 20.67 of the Newport Beach Municipal Code and banners notifying the general public of a community wide event, open to the general public without charge, conducted by a non- profit corporation or organization, and co- sponsored by the City of Newport Beach. Temporary banners and signs shall be installed in strict compliance with the provisions of this Policy and any conditions imposed on the permit by the Utilities Director. - PERMIT PROCESS A. Except as provided in Title 20 of the Newport Beach Municipal Code, no person shall install any temporary banner or sign within any public right of way without first obtaining a permit issued by the Public Works Department. B. Applications for a temporary banner permit shall be submitted to the Public Works Department on a form supplied by the City, and prior to 30 days of planned installation date. C. The Utilities Director shall determine if the application complies with the standards specified in this policy. D. The Utilities Director shall approve /deny /recommend City Council approval of the application within five (5) working days. E. The Utilities Director shalt approve the permit if the application conforms with the standards contained in this policy. F. The Utilities Director shall deny the permit if the application does not conform to the standards in this policy and shall give the appWcant written notice of, and the reasons for, the denial. G. Permittee shall submit a $300.00 refundable security deposit to be applied to any damages, repairs to standards or poles not corrected by permittee within 14 days of banner removal or any special services required by City. H. The contractor shall agree to indemnify and hold harmless the City of Newport Beach. I. The contractor shall maintain a minimum of $1,000,000 in liability insurance from a company with a Best's Key Rating Guide parameter of "A" or better and a financial size category of "VIII" or higher. STANDARDS A. Manner of Installation. 1. Permittee shall install no more than one hundred (100) banners; 2. Banners shall be no more than 2.5 feet wide and 8.0 feet high and approved by the Utilities Department. Wind load calculations, determined by a registered engineer, will be required for banners greater than 20 square feet; 3. Banners shall not encroach on or above any portion of a right of way utilized by motor vehicles; 4. No more than one (1) banner shall be installed on any pole or standard and banners may not be installed between poles or standards; 5. The banners shall contain only the name of the permittee and the date, time and the name of the event to be conducted by the permittee; 6. All banner brackets must be mounted at least fourteen (14) feet above the ground surface; , 7. All banner brackets must be installed using stainless steel band clamps and the brackets must be sufficiently strong to withstand wind -load generated by ninety (90) mile per hour winds; 8. Poles or standards must be wrapped with forty five (45) ml thick black rubber sheet or other pre- approved material under all steel brackets and clamps and no portion of any bracket shall be in direct contact with the surface of any street light pole or standard. In addition, all street light poles) being used must be inspected and approved by the Utilities Department; 9. Banners shall be installed only at locations specified on the permit; 10. Permittee shall install and remove banners in strict compliance with the traffic control, signage and warning device criteria specified in the WATCH handbook and/or the Caltrans manual of traffic control; and 11. If more than one permittee requests the use of the same street light pole(s) at the same time, the City may require removal of some of the banners to allow other organizations to install banners authorized under City policies. B. Time of Installation. 1. Permittee shalt contact the City Electrician of the Utilities Department of the City of Newport Beach at least forty eight (48) hours prior to the installation of any banner pursuant to the permit; 2. All banners and supporting material shall be removed within thirty (30) days after the date of installation; 3. Banners may be installed only between September 1 and May 31. C. Place of Installation. 1. Banners shall only be installed on City owned poles and standards; 2. Banners shall not be installed on any pole or standard which could create sight distance problems for pedestrian or vehicular traffic; 3. Banners shall not be installed on poles or standards in any residential district. 4. Banners shall only be installed at the approved locations indicated on the plan submitted with the banner application. Adopted - January 24, 1994 Amended - February 26, 1996 Amended - February 24, 1997 Amended - May 8, 2001 Amended - April 8, 2003 Formerly M -4 171 0 0 PROFESSIONAL SERVICES AGREEMENT WITH EXTERIOR PRODUCTS, INC., FOR INSTALLATION AND REMOVAL OF LIGHT POLE BANNERS FOR THE CITY OF NEWPORT BEACH'S CENTENNIAL THIS AGREEMENT is made and entered into as of this _ day of September, 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"),. and EXTERIOR PRODUCTS, INC., a California corporation whose address is 25792 Prairestone, Laguna Hills, California, 92653 ( "Contractor"), and is made with reference th 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 the City of Newport Beach. B. City is planning to install 190 Centennial banners with temporary brackets on City light poles to celebrate its upcoming 100 -year Centennial in 2006. C. City desires to engage Contractor to purchase, install and remove the banners. The banners will be 24" wide and 72" long, 4 CP Screen Print, and include printing on both front and back. They will be displayed over a 10.5 -month period, from October 15, 2005 to August 30, 2006 ('Project'). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor for purposes of Project, shall be Jeff Rovinsky. 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 30th day of September, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. 0 0 The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 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 according to the schedule outlined in this Paragraph. The failure by Contractor to perform the services according to this schedule may result in termination of this Agreement by City, and assessment of damages against Contractor. Schedule for Performance: Contractor must install all 190 banners by October 15, 2005. The banners must be removed by August 30, 2006. 4. COMPENSATION TO CONTRACTOR City shall pay Contractor for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Scope of Work attached hereto as Exhibit A and incorporated herein by reference. Contractor's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Forty - Three Thousand, Three Hundred Sixty -Four and 461100 Dollars ($43,364.46) without additional authorization from City. No changes shall be made during the term of this Agreement without the prior written approval of City. 0 4.1 Contractor shall be paid on the following schedule: Upon execution of this Agreement and receipt of all evidence of insurance required hereunder, Contractor shall receive a deposit of Twenty -Three Thousand, Seventy -One Dollars and 961100 ($23,071.96), which shall be used to purchase the banners and equipment as described in the Scope of Work. • Following the satisfactory completion of installation of all 190 banners by the deadline of October 15, 2005, Contractor shall be entitled to receive the additional sum of Fifteen Thousand Dollars ($15,000.00). • Following the satisfactory removal of all banners by the deadline of August 30, 2006, Contractor shall be entitled to receive the additional sum of Five Thousand Two Hundred and Ninety -Two Dollars and 501100 ($5,292.50). 4.2 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. 6. 7 C PROJECT MANAGER 0 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Jeff Rovinsky 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. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. Marie Knight 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. CITY'S RESPONSIBILITIES In order to assist Contractor in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's work schedule. STANDARD OF CARE 8.1 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Contractor represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Contractor to practice its profession. Contractor further represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Contractor to practice its profession. 3 0 0 Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and/or design defects [if the design originated with Contractor]) or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they, may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. 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 direct Contractor as to the details of the performance or to F I 11 12. 13. 14. 0 0 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. 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. 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. 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 Project, activities performed and planned, and any meetings that have been scheduled or are desired. 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 term 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. Certificates 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's 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. 0 • D. Coveraae Reauirements. i. 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) calendar days prior to such change (10 day written notice for nonpayment of premium). 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. ii. General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) 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. iii. 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. E. 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 insureds 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 insurance only and not contributory with the insurance provided hereunder. A 15. 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. vi. 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) calendar days written notice has been received by City (10 day written notice for nonpayment of premium). F. Timely 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. G. 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. 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 fifty 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 consent of City. Contractor shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written. authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. 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 under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices 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 to Contractor under this Agreement. 20. WITHHOLDINGS City may withhold payment to Contractor 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 /her 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 earned on its 21 22. 23. i • investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. CONFLICTS OF INTEREST The Contractor or its employees may be subject to the provisions of the California 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 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 immediate 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. 24. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor 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: Attn: Marie Knight Recreation and Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3157 Fax: 949 - 644 -3155 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: 9 Attention: Jeff Rovinsky Exterior Products, Inc. 25792 Prairestone Laguna Hills, CA 92653 Phone: 949 - 305 -3502 Fax: 949 - 831 -6375 25. 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 provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event 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 banners, equipment and materials purchased or accumulated in the performance of this Agreement. 26. 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, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 27. 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. 28. 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. 10 • • 29. 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. 30. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 31. 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. 32. 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. 33. 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. [SIGNATURES ON FOLLOWING PAGE] P-J 11 0 APPROVED AS TO FORM: By: I o--- C &�— Aaron C. Harp Assistant City Attorney ATTEST: By: LaVonne Harkless, City Clerk Attachment: CITY OF NEWPORT BEACH, A Municipal Corporation By: John Heffernan, Mayor for the City of Newport Beach CONTRACTOR: EXTERIOR PRODUCTS, INC. In (Corporate Officer) Print Name: M (Corporate Financial Officer) Print Name: Exhibit A — Scope of Services F :IUSERSVPB1MShored\Agreements%FY 05- 061Exterior Products - Centennial Banners.doc 12 ESTIMATE 000436 EXTMUOR FRODUCPS, INC 25792 Pcairestme Lagers 111119, CA 92653 (949)305- 3502phone (949) 831 -6375 ft email: exteriorproduds@eoxnet webste: www.exteriorproducts.net 1111 MD: NBIOo 2101 15th St #1 Newport Beach CA 9266y contact Lien Gorbaty Phone 949.6504056 fax t17, - Data ca /25/05 Start Shit Date: TBD SldydneVia: local install HQID— JR Terms: UpoaRee ipt Special; Removal Date TBD Please sign this estimate and fez to (949) 631 -6375 to indicate your approval. Shinto: city of Newpolt Beach, CA contact Lisa Gorbsty Phone 949650.4056 e�xnafl! Goe6aM®usl6m.mm 190 labor Install(Removal IightPoleBannet- 1perpole Install Temporary brackets w /Adj. bands; includes maintenance for duration of ins tall ego Brackets Bracket Rental,- New Brackett and New worm drive bands 190 Beaters 24 "widex72 "16ng; 4 CPSereen Print (not digital) one design; priatfront andback, 4" top andbottom pole sleeves, gmmmetstop/bottom, doublethreadlokstitnh 1 Labor Maps andsubmissiondpaperworkto Public Works Title Seller Signature: Tit1w. Permit costa and encroachmentperauLs are paidfor by City New Brackets and straps tobe used for the event Draplayperiod estimate at to -u months FedTa XD82- 0588578 Jeff "JR "Rovinsky „f Principal %- Unit Price 55.00 65.00 91.50 400.00 Ektanded loA5o.o0 12,350.00 17,385.00 400.00 Subtotal 40,585.00 Tax 2,804.46 Freight 475.00 Total Deposit 23,071.96 Remainder 20,292.50 This contract shag be construed and govemedin accordance with the laws of the State of C4 Not a Partnership or Joint Veatore. Contractor notresponsrbleforvandalism orActs of God. 2�t 40 v Vim' 9 E 11