AGR-4840.I - GLOBAL EXPERIENCE SPECIALISTS INC TRADE SHOW ELECTRICAL - 2020-21 HOLIDAY DECORATIONS4d
PROFESSIONAL SERVICES AGREEMENT
Electrical Distributi n Services for Holiday Decorations]
THIS PROFESSIONA, SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this day of_G r__ _, 2420 (the "Effective Date") by and
between the CITY OF 4RANGE,a municipal corporation("City"),and GLOBAL EXPERIENCE
SPECTALISTS, INC.,a Nevada corporatian,dba TRADE SHOW ELECTRICAL ("Contractor"},
who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonabie 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 warrant that it has thoroughiy 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 o City's business and City relies on Contractor's representation that it is independentiy
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perfarm 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 provided such
services to a municipal agency. AIl services provided shall canform to all federal, state and local
laws, rules and regutations 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"
ta the contrary.
Paul Miller, Parks Supervisor ("City's Project Manager"), shall be the person to whom
Contra.ctor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supsrvision of City's Project Manager (or his/her
designee),that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Comuensation and Fees.
a. Contractor's tatal compensation for all services performed under this
Agreement for the two holiday seasons commencing in 2024 and 2021, including reimbursable
costs and expenses, shall not exceed a fixed fee sum of TWELVE THOUSAND FOUR
HiJNDRED NINETY-FIVE DOLLARS and 00/140 ($12,495.00) each year, without the written
authorization of the City. The tota,l not to exceed amount for the two holiday seasons under this
Agreement shall not exceed TWENTY-FOUR TEiOUSAND NINE HUNDRED NINETY
DOLLARS and 00/100($24,990.00}without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all cIerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and alt related expenses.
3. Pavment.
a. Upon completion of installation of the equipment each year, Contractor
shall submit to City an invaice for the services completed, authorized expenses and authorized
extra work actually performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed,the number of hours spent and any extra work performed.
c. City will pay Cantractor the amount invoiced within thirty (30) days, of
approval of all deliverables.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Chan e Orders. No payment for extra services caused by a change in the scope
or complexity of work,ar for any other reason, shaIl be made unless and until such extra services
and a price therefor have been previ usIy authorized in writing and approved by City as an
amendrnent 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 Man.ager, City Manager or City Council,as applicable.
S. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall mainta.in all
appropriate licenses, including a City of Orange business license, at its cost, during the
erformance of this Agreement.
6. Indeuendent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right ta control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, rnaterials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shali
indemnify, defend and save City harmless from alI matters relating to the payment of its
subcontractars,agents and employees, including compliance with social security vithholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acla owledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shal!
not be entitled to any of the benefits or rights afforded emplayees of City, including,but not limited
to, sick leave, vacation Ieave, holiday pay, Pu61ic Employees Retirement System benefits, or
health, life,dental,long-term disability or workers'compensation insurance benefits.
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7. Contractor Not Aeent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behal°of City in any capacity whatsoever as an
agent. Con ractor 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 Exlubit"A,"shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessionai work may be performed by
persons other than those designated.
9. Assi nment or Subcontractin. 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.
IQ. Time of ComnIetion. The time of performance of al! or some portion of the Work
by the Contractor must, of necessity, be coordinated with that of the contractors to be retained by
City to install and remove the holiday decoration,but in any event insta[iation for the 2020 holiday
season shall be started no earlier than November 2, 2020, and shail be completed no later than
November 20,2020. In addition,remova[shall begin no earlier than January 2,2021, and shall be
completed no later than January 8,202 l.For the 2021 holiday season, installation shall be started
no earlier than November 8, 2021 and shall be completed no later than November 19, 2021.
Removai of equipment shall begin no earlier than January 2,2022,and shall be completed no later
than January 7,2422.
11. Time Is of the Essence. Time is of tl e essence in this Agreement.Contractor shall
do all things necessary and incidental to the prosecution of Contractor's wock.
12. Reserved.
13. Delays and Extensions of Time. Gontractor's sole remedy for delays outside its
control,other than those delays caused by City, shall be an extension of time. No matter what tlte
cause of the delay,Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that de(ays caused by City
will cause it to incur additional costs, it must specify; in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amonnt stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Cantractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals,technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payrnent for same. City may
use,reuse or otherwise utilize such products without restriction.
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15. Epual Emalovment Opnortunit v. During the performance of this Agreement,
Contractor agrees as foliows:
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 appticable 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 foIlowing: employment,upgrading, demotion
or transfer,recruitment or recruitment advertising,layoff or teimination,rates of pay or other forms
of compensation and selection for training,including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees an.d applicants for employment, a notice setting forth
provisions vf 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 cansideration
for employment without regard to race, color, religion, sex, national origin, mental or physica[
disability,or any other basis prohiUited by applicable law.
c. Contractor shall cause the foregoing paragraphs(a)and{b)to be inserted in
all subcontracts for any worlc covered by this Agreement, provided that the foregoing provisions
sliall not apply to subcontracts for standarci commerciai supplies or raw materials.
I6. Conflicts of Interest. Contractor agrees that it shall not make, pa ticipate in the
making,or in any way attemgt 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 87I03 of the Government Code.
17. Indemnitv.
a. To the fullest extent permitted by Iaw, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the offtcers,offtcials, agents
and employees of City(collectively the "Indemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compen'sation acts and other
empioyee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
emp[oyees arising out of Contractor's vork under this Agreement, including any and all claims
under any law partaining to Contractor or its employees' status as an independent contractor and
any and all claims under L bor Code section 1720 related to the payment of prevailing wages for
public works projects;and
2) Any claim,loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either dicectiy or by
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independent contract, including ail 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 worlc 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 o vn expense, cost and risk, shall
indemnify any and all claims,actions,suits or other proceedings that may be brought or instituted
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. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Iz demnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons oc damage to property caused by its negligent professional act or omission in the
performance of professianal services pursuant to this Agreement.
c. Except for the indemnitees, the indemnifications provided in this
Agreennent shall not be coustrued to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this sec#ion shall survive any closing,
rescissiou, 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.
1.8. Insurance.
a. Contractor shali canry workers' compensation insurance as required by iaw
for the protection o£its employees during the pro ess 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 shatl 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 occi.urence; or (2) al! the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
6odily injury,death and property damage and be written on an occurrence basis.
c. Contractor shall maintain during the life of this Agreement, the foIlowing
minimum amount of automative liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,400,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all o vned, non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
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e. Each policy of general liability and automotive Eiability shall provide that
City, its officers, o£ficials, agents, and employees are declared to be additional insureds under the
terins of the policy, but only with respect to the work perfot ned by Contractor under this
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.Contractor shall maintain during the life of this Agreement professional
Iiability insurance covering errors and omissions arising out of the performance of this Agreernent
witl a minimum limit of One Miltion Daltars ($1,000,040) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
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 endarsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms accepta.ble to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10)ciays' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement,ali insurance maintained by Contractor shall be issued by companies admitted to
conduct the pettinent line of insurance business in California and having a rating of Grade A or
better and CIass VII or better by the latest edition of Best Key Rating Guide. In the case of
professional Iiability insurance coverage, such coverage shall be 'rssued by companies either
licensed or admitted to conduct business in Califoi nia so long as such insurer possesses the
aforementioned Best rating.
j Contractor shaIl 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 far such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractoz.
k. Contractor agrees that in the event of loss due to any of the perils for vvhich
it has a eed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City,on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
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1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to alt of the requirements
stated herein.
19. Termination. City Manager may for any reason terminate this Agreement by
giving Contractor nat less than five (5) days' writ en notice of intent to terminate. Upon receipt
of such notice, Contractor shall immediately cease work, unless the notice from City 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 tenmination in
compliance wi#h this Agreement,unless terrnination by City shall be for cause,in wl ich event City
may withhold any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Insnection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably fi ll and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and completion of services perfortrned 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)duys' notice from City,and copies thereof
shall be furnished if reyuested.
21. Campliance with all Laws/Immi ration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federai 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 tenn is defined in Section 1720 of the California Labor Cade,for which prevailing wages must
be paid, to the extent Contractor's employees will pei-'ortn any work that falls within any of the
classifications for vhich the Department of Labor Relations of the State of California promulgates
prevailing wage deterrninations,Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to ali such workers. The general
prevailing wage determinations for crafts can 6e located on the website of the Department of
Industrial Relations(www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must nneet all State registration requirements and criteria,including project compliance
monitaring.
c. Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in alI respects, with al! immigration laws, regulations, statutes, rules, codes,
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and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible ta work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all tictxes during the term of
this Agreement properly maintain, alt related employrnent 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 governrnent inspection requests relating to
immigration law compliance andlor Form I-9 compliance and/or worksite enforcement by the
Departmenfi of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to rnalce the
same representations and warranties as set forth in Subsection 21.c.
e. Contractar 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 eznployees 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-consuItants ta make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor.knawingly employs an employee providing
work under this Agreement who is not authoeized to work in the United State,s, and/or fails to
follow federal laws ta determine the status of such emplayee,that shall constitute a materiai breach
of this Agreement and may be cause for immediate tetmination of this Agreement by City.
h. Contractor agrees ta indemnify and hold City, its officers, officiais, agents
and employees harm[ess for,of and from any Ioss,including but not lirnited to fines,penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law anci Venue. This Agreement shall be construed in accordance
with and governed by the laws of tlie State of Califonnia and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, Califvrnia.
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23. Inte ration. This Agreement constitutes the entire ag reennent of the parties. No
other agreement,oral ar written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the othee 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" CITY"
Global Experience Specialists, Inc.a City of Orange
Nevada corporation,dba Trade Show Eiectrical 300 E. Chapman Avenue
5560 Katella Avenue Orange,CA 92866-159i
Cypress, CA 90630
Attn.:Mark Witthoeft Attn.: Paul Miller
Telephone: 562-370-1605 Telephone: 714-532-6472
E-Mail: mwitthoeft@GES.com E-Mail: pmiller@cityoforange.org
2S. Counternarts. 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 t ansmitted via facsimile and electronic mail shall have the same effect as
original signattires.
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DN WTl'fESS of this Agresmrn the partirs hav nt ered ir to ihis A frectttent as af the
cac,nr,d day ficst a wve u ritten.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
TRADF SHOW
ELECTRICAL
June 11,2020
Mr. Dana Robertson
Parks and Facilities Manager
Gommunity Services Department
230 East Chapman Avenue
Orange,CA 92866
Dear Dana,
Trade Show Electrical would be pleased to provide electrical distribution services for your Orange Plaza
Ghristmas Decorations for the years 2020 and 2021. In exchange for being appointed the official
electrical coniractvr,Trade Show Electrical will provide:
Pravide 42-foot boom lift for the installation and removal of distribution equipment.
Provide electrician labor for tlze installatioa and removal of distribution equipment.
Provide the necessary amount of feeder cable,outlet boxes, adapters and distribution panels.
Provide City of Orange electrical Permit(Pernnit fee waived)
Complete price for installation,equipment rental and remaval........$12,495.00
Terms at e payment in ftrll upon completion of instaldation.
TSE,its employees,agents,subconteactors and assigns will defend,hold harmless and indemnify The
City of Orange and the Orange Community Services Department from and against all liability costs and
expenses, including reasonable attorney fees resuIting from claims or injury,including death to persons or
damages to property arising out of TSE's sole negligent acts or omissions.
The City of Orange and the Orange Cammunity Services Department,its employees, agents,
subcontractors and assigns will defend,hold harmless and indetnnify Trade Show Electrical from and
against all liability costs and expenses,inctuding reasonable attorney fees,resulting from claims or injury,
including death to persans,or damages to property arising out of The City of Orange and the Orange
Community Services Department's sole negligent acts or omissions.
We appreciate the opportunity to offer our services for you event. If the foregoing meets with your
approval,please so designate by signing in the space pravided below and mail and/or fax it back to us at
562)370-1695.
Cordially,ACCEPTED BY:
TRAD SHOW ELECTRICAL
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Mark Witthoeft
Iairector for the City of Orange Community Services Department
5560 Katella Avenue•Cypress, CA 90630 •TEL 562/370-'i6Q0 • FAX 56?J370-1695