AGR-3876.K - DAVID OLDFIELDAGAR-3�7b. K
PROFESSIONAL SERVICES AGREEMENT
[Installation of Holiday Decorations]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this � day of s ec� r , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and DAVID OLDFIELD, dba
DAVID OLDFIELD PRODUCTIONS, a sole proprietor ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
AGAR-3S7b. K
PROFESSIONAL SERVICES AGREEMENT
[Installation of Holiday Decorations]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this � day of s ec� r , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and DAVID OLDFIELD, dba
DAVID OLDFIELD PRODUCTIONS, a sole proprietor ("Contractor"), who agree as follows:
authorization or the kny. i ne total not to exceea amount ror the nonaay seasons ror ims agreement
shall not exceed SIXTEEN THOUSAND SIX HUNDRED EIGHTY-NINE DOLLARS and
20/100 ($16,689.20) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. Payment shall be made as follows:
• Fifty percent (50%) - $7,586.00 — payable upon execution of the Agreement by City.
• Fifty percent (50%) - $7,586.00 — payable within thirty (30) days after satisfactory
completion of the work and acceptance by City. The final
invoice shall include any authorized additional amounts.
b. All such invoices shall state the basis for the amount invoiced, including
services completed and any extra work performed.
C. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
3. Payment.
a. Payment shall be made as follows:
• Fifty percent (50%) - $7,586.00 — payable upon execution of the Agreement by City.
• Fifty percent (50%) - $7,586.00 — payable within thirty (30) days after satisfactory
completion of the work and acceptance by City. The final
invoice shall include any authorized additional amounts.
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not be entitled to any of the benefits or rights afforded employees of City, including, but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
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7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Installation shall start no earlier than November 21, 2022
and shall be completed no later than November 27, 2022. In addition, removal shall begin no earlier
than January 2, 2023, and shall be completed no later than January 9, 2023.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
receipt. contractor shall aeliver all such products to city prior to payment ror same. airy may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performanceLof this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
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any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
causea ny any act, neglect, aerauit, or omission otner roan a proressionai au or ouussiuu Vi
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
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against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Except for the lndemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
C. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
e_ ThP i r1Pmn'tiec cet fnrth in th's certinn All qurvive anv los �_
terms of the policy, but Ay with respect to the wor�C performed by Contractor under 't�' is
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall nrgvi e tthhat the i sur ce fo ce ill not a canceled or allowed to lapse without at least
giving C,on�ac�or not Tess Wan rive �5) �ys wri�ten notice of intent to terminate. upon receipt
of such notice, Contractor shall immediately cease work, unless the notice from City Manager
provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for
services satisfactorily provided and all allowable reimbursements incurred to the date of
termination in compliance with this Agreement, unless termination by City shall be for cause, in
which event City may withhold any disputed compensation. City shall not be liable for any claim
of lost profits.
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20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
T—.]__, 4 .:..1 T1..1..4.:.,-- /__w_—_. A:— -- ,..—/TNT QD\ n . A.+:--„11— +......_,,.� .-w. ,,. -1L --A-- 41,;c ! --+- +
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal i inesiiours and Ynon thee (3) dav�' > o� ce from Citv. and conies thereof
b(� as proper y maintained, an s a at a i times during the term or
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
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Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been,made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
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Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all sucr pltovees are eligibwork in the United States. All costs associated with such
Agreements a e in writing anlde t� envered personally, ny a -mail, or ny rirst class u.S. maii,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR'
David Oldfield Productions
692 E. Fellows Drive
Orange, CA 92865
Attn.: David Oldfield
Telephone: 714-283 -5 854
E-Mail: davidoldfieldproductions@yahoo.com
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Paul Miller
Telephone: 714-532-6472
E-Mail: pmiller@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. - Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
DAVID OLDFIELD, a sole proprietor,
dba DAVID OLDFIELD PRODUCTIONS
"CONTRACTOR'
David Oldfield Productions
692 E. Fellows Drive
Orange, CA 92865
Attn.: David Oldfield
"CITY"
CITY OF ORANGE, a municipal corporation
0 0
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Paul Miller
Telephone: 714-283-5854 Telephone: 714-532-6472
'P_Atfa;1- .iai,; tin] rlfiPlrinmrinrtinns(a..vahoo.co E-Mail: DmillerV�cityoforange.org
-- (1) the Chairman of the Boar, the President or a i�lce-rresiaent, AiNy iL) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
-- The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
CONTRACTOR'S PROPOSAL
[Beneath this sheet.]
EXHIBIT "A"
CONTRACTOR'S PROPOSAL
[Beneath this sheet.]
David 0(dfie(d Productions
692 E Fellows Drive, Orange, CA 92865
Phone: 714-283-5854 FAX: 714-283-2862
Email: davidoldfieldFroducdons@yahoo.com
July 20, 2022
Mr. Paul Miller
Project Manager
City of Orange Community Services Department
230 E. Chapman Avenue
Orange, CA 92866-1506
Dear Mr. Miller,
Enclosed is our proposal for the installation of Holiday decorations for the 2022 Holiday Season in
the Orange Plaza. This is the same decor package we provided last year.
Scope of Work
1. "Tree of Lights" -- the pine tree in the Northeast quadrant of the Plaza:
David 0(dfie(d Productions
692 E Fellows Drive, Orange, CA 92865
Phone: 714-283-5854 FAX: 714-283-2862
Email: davidoldfieldFroducdons@yahoo.com
July 20, 2022
Mr. Paul Miller
d. Electrical connection will be to a vault outlet at the base of the tree.
e. Ornaments will be attached to the tree branches with heavy duty cable ties. These
fasteners are very reliable and will not be affected by weather. These are the same
fasteners used on the same tree last year and there were no failures.
2. Pine Tree Trunks:
Note: We suggest that the GFI outlets on the light poles be replaced with
standard outlets and GFI circuit breakers be installed at the power panel so that if
the GFIs trip due to weather, they can be safely reset at ground level. This will
result in more consistent operation of the lighting and a safer working condition
for our crew.
a. Provide and wrap clear mini LED lights around the 16 pine tree trunks from ground
level to the first set of branches (approx. 20 feet). Note: VANDALISM
WARNING! There is the chance for vandalism. For this reason, should any
vandalism occur additional maintenance charges would be incurred.
b. The mini lights will be of a constant burning type. In other words, the strings will
remain lit even if lights are removed from the string.
c. Electrical connection will be to outlets on street light poles adjacent to each pair of
trees.
3. Cost for emergency maintenance will be billed at $35.00 per manhour as necessary
for repairs due to vandalism or weather.
4. Proof of insurance and a certificate of coinsurance will be provided when the
contract is drawn.
2. Pine Tree Trunks:
Note: We suggest that the GFI outlets on the light poles be replaced with
standard outlets and GFI circuit breakers be installed at the power panel so that if
the GFIs trip due to weather, they can be safely reset at ground level. This will
result in more consistent operation of the lighting and a safer working condition
for our crew.
a. Provide and wrap clear mini LED lights around the 16 aine tree trunks from around
WILll Y-
Sincerely,
David Oldfield
President,
David Oldfield Productions