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CITY OF MANHATTAN BEACH
GENERAL SERVICES AGREEMENT
This General Services Agreement (“Agreement”) is between the City of Manhattan Beach, a California municipal corporation (“City”) and Dekra-Lite Industries, Incorporated a California Corporation (“Contractor”) is hereby effective ("Effective Date") upon the date the City Manager executes this A greement. City and Contractor are sometimes referred to herein as the “Parties”, and individually as a “Party”.
In consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Scope of Services.
A. Contractor shall perform the work and provide all labor, materials, equipment and services (hereinafter, the “Work” or “Services”) in a good and workmanlike manner for the project identified as On-Call Decorative Lighting Services, as described in this Agreement, the Scope of Work attached hereto as Exhibit A, and incorporated herein by this reference, and Contractor’s Proposal dated June 5, 20 24, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and the incorporated documents, the terms of this Agreement shall control. The Scope of Services for each on-call project shall be set forth in writing in an executed Individual Project Order (IPO) to be approved by the City in writing before any Services will be initiated. Each IPO shall also contain an estimated cost for the p roject along with a not -to-exceed amount which shall include all labor, materials, and expenses. All Services are to be performed in a good and workmanlike manner and in accordance with any further written instructions, if any, of the Public Works Director or their designated representative.
B. For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Contractor Representative shall be Dulce Diaz , Account Executive (the “Contractor Representative”). The Contractor Representative shal l directly manage Contractor’s S ervices under this Agreement. Contractor shall not change the Contractor Representative without City’s prior written consent.
C. Contractor shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
2. Extra Work. Extra work, when ordered in writing by the City Representative and accepted by Contractor, shall be paid for in accordance with the terms of the written work order. Payment for extra work will be made at the unit price or lump sum previously agreed upon in writing between Contractor and the City Representative. All extra work shall be adjusted daily upon the report sheet furnished by Contractor, prepared by the Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -2- Approved for Use 4/30/20
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City Representative, and signed by both parties; and the daily report shall be considered thereafter the true record of extra work done.
3. Term. The term of this Agreement shall be from the Effective Date through June 30, 2025 unless sooner terminated as provided in Section 12 of this Agreement. The City Manager or their designee may extend the time of performance in writing for two additional one-year terms, or such other term not to exceed two years from the date of termination, pursuant to the same terms and conditions of this Agreement. If not renewed prior to the termination date, this Agreement may continue on a month -to-month basis under the same terms and conditions for a maximum period not to exceed six months or until renewed, terminated, or awarded to a new contractor, whichever is less.
4. Time of Performance.
A. Contractor will not perform any work under this Agreement until:
1) Contractor furnishes proof of insurance as required under Section 14 of this Agreement, and City’s Risk Manager has approved the proof of insurance; and 2) City gives Contractor a written notice to proceed (NTP).
B. Should Contractor begin work in advance of receiving a wr itten NTP, any such Services are at Contractor’s own risk.
C. Contractor shall commence the Services on the Effective Date and shall perform all Services by the deadline established by the City Representative or, if no deadline is established, with reasonable diligence.
This Agreement contemplates multiple NTP’s, each for a specific job.
Contractor shall perform only the S ervices required for the job authorized by a written NTP.
5. Time. Time is of the essence in this Agreement.
6. Force Majeure . Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of public enemies, acts of the government, fires, floods or other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice.
7. Compensation.
A. In consideration of the S ervices rendered hereunder, City shall pay Contractor a fee not to exceed Seventy-Four Thousand Nine Hundred Dollars Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -3- Approved for Use 4/30/20
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($74,900.00; the “Maximum Compensation”), in accordance with the prices as submitted in Exhibit B.
B. City shall only reimburse Contractor for those actual and necessary expenses expressly set forth in Exhibit B. The Maximum Compensation shall include the attendance of Contractor at all project meetings reasonably deemed necessary by City.
In no event shall reimbursable expenses collectively exceed the total sum of $74,900.
8. Payments. Contractor shall submit to City an invo ice on a monthly basis for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period, hourly rates charged, if applicable, fee for task or job, if applicable, and the amount due. City shall review each invoice and notify Contractor in writing within ten business days of receipt of any disputed invoice amounts.
City shall make payments within 30 days after receipt of an undisputed and properly submitted payment request from Contractor. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven days after receipt, and shall explain in writing the reason(s) why the payment request is not proper.
9. Taxes. Contractor shall calculate payment for all sales, unemployment, and other taxes imposed by local, state and federal law. These payments are included in the total amounts in Exhibit B.
10. Audit. City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by City. Additionally, Contractor shall be subject to State Auditor examination and audit at the request of City or as part of any audit of City, for a period of three years after final payment under this Agreement.
11. Unresolved Disputes. In the event of any dispute or controversy with City over any matter whatsoever, Contractor shall not cause any delay or cessation in or of work, but shall proceed with the performance of the work in dispute. Manhattan Beach Municipal Code Chapter 2.56 (“Matters Requiring Filing of Claims”) shall govern the procedures of the claim process, and these provisions are incorporated herein by this reference.
12. Termination. This Agreement may be canceled by City at any time with or without cause and without penalty upon 30 days’ written notice. This Agreement may be canceled by Contractor at any time with or without cause and without penalty upon 90 days’ written notice. In the event of termination, all finished or unfinished work and other materials shall, at the option of City, be delivered to and become the property of City. In the event of termination without fault of Contractor, Cit y shall pay Contractor for all S ervices satisfactorily rendered prior to date of termination, and such payment shall be in full satisfaction of all Services rendered hereunder.
13. Indemnification.
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A. Indemnities.
1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequ ential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in co nnection with any Liabilities with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers’ compensati on law regarding Contractor and Contractor’s employees.
Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.2).
3) Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity obligations, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence o r willful Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -5- Approved for Use 4/30/20
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misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties.
B. Workers’ Compensation Acts not Limiting . Contractor’s indemnifications and obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.
C. Insurance Requirements not Limiting . City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City.
D. Survival of Terms. Contractor’s indemnifications and obligations under this Section shall survive the expiration or termination of this Agreement.
14. Insurance Requirements.
A. Minimum Scope and Limits of Insurance . Contractor shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Contractor is a limited liability company, the commercial general liability coverage shall be am ended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.
2) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If Contractor does not use any owned, non -owned or hired vehicles in the performance of Services under this Agreement, Contractor shall obtain a non -owned auto endorsement to the Commercial General Liability policy required under subparagraph A.1) of this Section. 3) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Contractor has no employees while performing Services under this Agreement, a workers’ compensation policy is not required, but Contractor shall execute a declaration that it has no employees. 4) Professional Liability [Errors and Omissions] Insurance with minimum limits of $2,000,000.00 per claim and in aggregate.
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B. Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self insurance shall not be considered to comply with the insurance requirements under this Section.
C. Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
D. Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self -insurance maintained by City, its elected and appointed off icials, officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.
E. Contractor’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit Contractor and Contractor’s employees, agents or subcontractors from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against City.
F. Deductibles and Self -Insured Retentions. Any deductibles or self -insured retentions must be declared to and approved by City. At City’s option, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses.
G. Cancellations or Modifications to Coverage . Contractor shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, Contractor shall, within two business days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.
H. City Remedy for Noncompliance . If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor’s policies do not comply with the requirements under this Section, City m ay either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.
Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor.
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I. Evidence of Insurance . Prior to the performance of Services under this Agreement, Contractor shall furnish City’s Risk Manager with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section. The endorsements are subject to City’s approval. Contractor may provide complete, certified copies of all required insurance policies to City.
Contractor shall maintain current endorsements on file with City’s Risk Manager.
Contractor shall provide proof to City’s Risk Manager that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages.
J. Indemnity Requirements not Limiting . Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 13 of this Agreement.
K. Broader Coverage/Higher Limits. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
L. Subcontractor Insurance Requirements . Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.
15. Familiarity with Work.
A. By executing this Agreement, Contractor represents that it:
1) Has thoroughly investigated and considered the Services to be performed;
2) Has carefully considered how the Services should be performed; and 3) Understands the facilities, difficulties, and restriction s attending performance of the Services under this Agreement.
B. If Services involve work upon any site, Contractor warrants that it has or will investigate the site and is or will be fully acquainted with the conditions there e xisting, before commencing the S ervices hereunder. Should Contractor discover any latent or unknown conditions that may materially affect the performance of the S ervices, Contractor will immediately inform City of such fact and will not proceed except at Contractor’s own risk until written instructions are received from City.
16. Independent Contractor. Contractor is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as herein set forth; and Contractor is free to dispose of all portions of its time and activities which it is not Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -8- Approved for Use 4/30/20
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obligated to devote to City in such a manner and to such persons, firms, or corporations as Contractor wishes except as expressly provided in this Agreement. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City, bin d City in any manner, or otherwise act on behalf of City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of City. Contractor a grees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relations hip created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and its employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any compensation due to Contractor under this Agreement any amount due to City from Contractor as a result of its failure to promptly pay to City any reimbursement or indemnification arising under this Section.
17. Workers’ Compensation Insurance . California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self - insurance in accordance with the provisions of that code, and I will comply with suc h provisions before commencing the performance of the work of this contract.”
18. Nondiscriminatory Employment . Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, gender, sex, sexual orientation, age or condition of disability. Contractor understands and agrees that it is bound by and will comply with the nondiscrimination mandates of all statutes and local ordinances and regulations.
19. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs its Services pursuant to this Agreement.
20. Contractor’s Representations. Contractor represents, covenants and agrees that:
a) Contractor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the Services in accordance with the terms and conditions set forth in this Agreement; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent its full performance under this Agreement; c) there is no litigation pending ag ainst Contractor, and Contractor is not the subject of any criminal investigation or proceeding; and d) to Contractor’s actual knowle dge, neither Contractor nor its personnel have been convicted of a felony.
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21. Warranty. Contractor warrants all Work under this Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free fro m any defective or faulty material and workmanship. Contractor agrees to warranty labor for ninety (90) days, and parts, materials, and workmanship for a period of one year (or the period of time specified elsewhere in this Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance.
Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Agreement, commence and perform with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in r esponse to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work.
Contractor shall perform such tests as City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with su ch corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers an d manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of City, City shall have the right to correct and replace any defective or non -conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand.
22. Ownership of Documents . All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the City Representative or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, revise or assignment. Contractor may re tain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event, Contractor fails Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -10- Approved for Use 4/30/20
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to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.
23. Confidentiality and Release of Information.
A. All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any s uch information or work product to persons or entities other than City without prior written authorization from the City Representative.
B. Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Representative or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Contractor gives City notice of such court order or subpoena.
C. If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Contractor’s conduct.
D. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding.
Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, dire ct, or rewrite said response.
24. Conflicts of Interest . Contractor agrees not to accept any employment or representation during the term of this Agreement or within 12 months after completion of the work under this Agreement which is or may likely make Contractor “financially interested,” as provided in Government Code Sections 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement.
25. Third Party Claims. City shall have full authority to compromise or otherwise settle any claim relating to this Agreement at any time. City shall timely notify Contractor of the receipt of any third-party claim relating to the Agreement. City shall be entitled to recover its reasonable costs incurred in providing this notice.
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26. Non-Assignability; Subcontracting . Contractor shall not assign or transfer any interest in this Agreement nor any part thereof, whether by assignment or novation, without City’s prior written consent. Any purported assignment without written consent shall be null, void, and of no effect ; and Contractor shall hold harmless, defend and indemnify City and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from or relating to any unauthorized assignment.
27. Applicable Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California’s choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court.
28. Attorneys’ Fees. In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover all attorneys’ fees, experts’ fees, and other costs actually incurred in connection with such litigation or other proceeding, in addition to all other relief to which that Party may be entitled.
29. Titles. The titles used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it.
30. Authority. The persons executing this Agreement on behalf of Contractor warrants and represents that they have the authority to execute this Agreement on behalf of Contractor and have the authority to bind Contractor to the performance of its obligations hereunder.
31. Incorporation by Reference. All Exhibits attached hereto are incorporated herein by reference. If any inconsistency exists or arises between a provision of this Agreement and a provision of any exhibit, or between a provision of this Agreement and a provision of Contractor’s proposal, the provisions of this Agreement shall control.
32. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement.
33. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted this Agreement or who drafted that portion of this Agreement.
34. Non-waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -12- Approved for Use 4/30/20
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other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
35. Notice. Except as otherwise required by law, any notice or other communication authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor’s or City’s regular business hours or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or at such other address as one party may notify the other:
TO CITY: TO CONTRACTOR:
City of Manhattan Beach Dekra-Lite Industries, Incorporated Public Works Director Dulce Diaz, Account Executive
1400 Highland Avenue 3102 West Alton Avenue
Manhattan Beach, California 90266 Santa Ana, California 92704 [email protected]
With a courtesy copy to:
City of Manhattan Beach
City Attorney
1400 Highland Avenue
Manhattan Beach, California 90266
[email protected]
36. Counterparts. This Agreement may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes.
37. 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.
[SIGNATURE PAGE FOLLOWS]
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The Parties, through their duly authorized representatives are signing this Agreement on the date stated in the introductory clause.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Talyn Mirzakhanian
Title: Acting City Manager
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
APPROVED AS TO FISCAL IMPACT:
By:
Name: Onyx Jones
Title: Interim Finance Director
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Contractor:
Dekra-Lite Industries, Incorporated
a California corporation
By:
Name: LeeRoy Chaffin
Title: Vice-President and Officer
PROOF OF AUTHORITY TO
BIND CONTRACTING PARTY
REQUIRED
Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F 9/3/2024
9/3/2024
9/3/2024
9/4/2024
9/5/2024
9/9/2024
Exhibit A Approved for Use 4/30/20
2116977v8 City of MB Form
EXHIBIT A
Scope of Work
Under the direction of the Public Works Director or designee, Contractor shall provide on-call installation and maintenance of Commercial-Grade Waterproof Threaded Coaxial Connector String Lights. Requests shall be issued in the form of an Individual Project Order (“IPO”) executed by the Public Works Director. No work shall be initiated without the issuance of an IPO.
Each IPO shall contain a detailed Scope of Work and an estimated cost for the services along with a Not-to-Exceed amount which shall include all material, labor, and expenses. If the scope of work changes or the cost of the engagement will exceed the Not-to-Exceed amount, then Contractor shall obtain written permission or an amendment to the IPO. All work is to be performed in a good and workmanlike manner and in accordance with any further written instructions, if any, from the Public Works Director or designee.
Contractor guarantees the work shall be performed in accordance with the Scope of Work specified herein and to City’s full satisfaction and in accordance with all relevant codes and regulations.
The City will not pay for damage caused by improper installation by the Contractor. The Contractor shall be responsible for all costs to repair the damage caused by improper installation.
Any equipment required for installation, maintenance, or repairs shall be the responsibility of the Contractor.
Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F -2- Approved for Use 4/30/20
2116977v8 City of MB Form
For Individual Project Order No. 1, Contractor shall:
1. Install DL Pro Coaxial Mini Lights and installation for seventy-three (73) of the City’s Business District trees. The City shall purchase the DL Pro Coaxial Mini Lights for the seventy-three (73) trees.
a. Forty-eight (48) Trees lit with fifteen (15) DL Pro Coaxial Mini Lights – Wrapped Trunk and first rows of lateral limbs within the tree canopy uniformly spaced four (4) inches apart
b. Twenty-five (25) Palms lit with fifteen (15) DL Pro Coaxial Mini Lights – Wrapped Base of the Palm uniformly spaced four (4) inches apart
2. String Light Placement Specifications
a. For trees other than palm trees: String lights must be uniformly spaced four (4) inches apart, starting from six (6) inches above the base of the trunk and extending to include the first row of lateral limbs within the tree canopy, where space allows.
b. For palm trees: String lights must be uniformly spaced four (4) inches apart, beginning six (6) inches above the base of the palm tree and extending up to but not exceeding six (6) inches below the lowest palm fronds or green area.
3. Maintenance and Reporting
a. An inspection, repair, maintenance, replacement, and reporting schedule shall be on an as-need basis.
b. Each report should detail the number of tree lights serviced, specify the tree type, and list the string lights per tree that were replaced.
Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F Exhibit B Approved for Use 4/30/20
2116977v8 City of MB Form
EXHIBIT B
APPROVED FEE SCHEDULE
The Contractor’s Fee Schedule for On-Call services is as follows:
(Materials are subject to the City of Manhattan Beach tax rate.)
ITEM DESCRIPTION COST
1 Installation: New String Light (15 Strings of
Lights per tree)
$345.00 per tree
2 Commercial Grade Waterproof Threaded
Coaxial Connector String Lights (15 Strings
of Lights per tree) , includes 36” Standard
Power Cord
$182.10 per tree
3 Installation: New String Light (10 Strings of
Lights per tree)
$230.00 per tree
4 Commercial Grade Waterproof Threaded
Coaxial Connector String Lights (10 Strings
of Lights per tree), includes 36” Standard
Power Cord
$118.00 per tree
5 Replacement Commercial Grade
Waterproof Threaded Coaxial Connector
String Lights
$11.80/each
6 Installation:
• Straight Runs of Festival Lighting
• Straight Runs of Aircraft Cable
• Attaching Inline Festive Light ing &
(25) E27 -S14 Faceted Warm White
LED Bulbs to Existing Aircraft Cable
$2,086.00 per 100 feet
Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F Approved for Use 4/30/20
2116977v8 City of MB Form
The Contractor’s Fee Schedule for On-Call services is as follows:
(Materials are subject to the City of Manhattan Beach tax rate.)
ITEM DESCRIPTION COST
7 Inline Festival Lighting with (25) E27-S14
Faceted Warm White LED Bulbs, includes
Aircraft Cable
$953.95 per 100 feet
8 Materials (i.e. light strands) for Tree and
Festival Lighting
$118.00
9 On-call Hourly Rate for Tree and Festival
Lighting
$250.00
10 As-Needed Inspections: Includes
Maintenance, Repair, Replacement and
Reporting Schedules at $250 per hour with
a four (4) hour minimum.
$250/hour
IPO No. 1 Fee Schedule:
(Materials are subject to the City of Manhattan Beach tax rate)
ITEM DESCRIPTION COST
1 New String Light Installation for 73
Trees or $345 per palm/tree (15
Strings of Lights per tree)
$25,185.00
2 36” Standard Voltage Power Cord
for DL Pro Coaxial Commercial LED
Lights (can power 45 x50L sets)
$0.00
3 As-Needed Inspections: Includes
Maintenance, Repair, Replacement
and Reporting Schedules at $250
per hour with a four (4) hour
minimum.
$250/hour
-2-
Docusign Envelope ID: B03F0FC3-0153-4B25-9AE4-6EDDADBFD58F
Approved for use 6/1/23
2817434v1.doc City of MB Form
AMENDMENT NO. 1 TO THE GENERAL SERVICES AGREEMENT BETWEEN
THE CITY OF MANHATTAN BEACH AND DEKRA-LITE INDUSTRIES,
INCORPORATED
This First Amendment (“Amendment No. 1”) to that certain agreement by and between the City of Manhattan Beach, a California municipal corporation (“City”) and Dekra-Lite Industries, Incorporated, a California corporation (“Contractor”) (collectively, the “Parties”). The date the City Manager executes this Amendment shall be the date this Amendment is effective (“Effective Date”).
RECITALS
A. On September 5, 2024 , the City and Con tractor entered into a General Services A greement fo r the Contractor to provide On -call Decorative Lighting Services (“Original Agreement”).
B. The Parties now desire to amend the Agreement to extend the term.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:
Section 1. Section 3 of the Agreement is hereby amended to extend the term of the Agreement through June 30, 2026, unless sooner terminated as provided in Section 12 of the Agreement.
Section 2. Except as specifically amended by this Amendment No. 1, all other provisions of the Agreement shall remain in full force and effect. [SIGNATURE PAGE FOLLOWS]
Docusign Envelope ID: AE137E3A-8218-469E-B06A-98ADE8AC2F9C
-2-
Approved for use 6/1/23
2817434v1.doc City of MB Form
IN WITNESS THEREOF, the Parties hereto have executed this Amendment No. 1 on the day and year first shown above.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Talyn Mirzakhanian
Title: City Manager
Date:
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
Date:
APPROVED AS TO FORM:
By:
Name: Quinn M. Barrow
Title: City Attorney
Date:
APPROVED AS TO FISCAL IMPACT:
By:
Name: Libby Bretthauer
Title: Acting Finance Director
Date:
APPROVED AS TO CONTENT:
By:
Name: Erick Lee
Title: Public Works Director
Date:
Contractor:
Dekra-Lite Industries, Incorporated
a California corporation
By:
Name: LeeRoy Chaffin
Title: Vice-President and Officer
Date:
Docusign Envelope ID: AE137E3A-8218-469E-B06A-98ADE8AC2F9C 3/27/2025
3/27/2025
3/27/2025
3/27/2025
3/31/2025
3/31/2025
CITY OF MANHATTAN BEACH PUBLIC WORKS
3621 Bell Avenue, Manhattan Beach, CA 90266
wwwmanhattanbeach.gov
•
(
310) 802
-
5000
April 9, 2026
Dekra
-
Lite Industries, Inc.
LeeRoy Chaffin
3102 West Alton Avenue
Santa Ana
,
CA 9
2704
Re:
Exercise of Extension Option
–
On
-
call Decorative Lighting Services
Agreement
between City of
Manhattan Beach and
Dekra
-
Lite Industries, Inc
.,
Contract #
9202
5 0
0 4
0 Dear
Mr.
Chaffin:
The City of Manhattan Beach and
Dekra
-
Lite Industries, Inc.,
are parties to the above reference
On
-
call
Decorative Lighting
Services Agreement.
The term of the Agreement is scheduled to end on June 30, 202 6 .
Section
3 of the Agreement provides the option to extend the Agreement for up to two additional one -
year
terms.
I am writing to notify you that the City will be exercising the option to extend the Agreement for an additional year. With this extension, the Agreement shall remain in effect until June 30, 202 7 , unless
sooner terminated as provided in Section 12 of the Agreement.
All terms, conditions, and obligations
outlined in the original agreement, including but not limited to the scope of work, payment terms, and
deliverables, shall remain in full force and effect unless mutually agreed otherwise in writing.
Sincerely,
Joseph DeFrancesco
Date:
Interim
Public Works Director
Docusign Envelope ID: 0FA762F0-4A53-863A-82B6-6E5436322DDA 4/13/2026