HomeMy WebLinkAboutReso 61-21 Approving a Contractor Services Agreement with Sierra Display, Inc. for Banner Services
Reso. No. 61-21, Item 4.10, Adopted 06/01/2021 Page 1 of 1
RESOLUTION NO. 61 - 21
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A CONTRACTOR SERVICES AGREEMENT WITH SIERRA DISPLAY, INC.
FOR BANNER SERVICES
WHEREAS, Staff issued a Request for Proposals (RFP) on March 30, 2021 for banner
services for a period of three years; and
WHEREAS, the City received four responses to the RFP; and
WHEREAS, Staff reviewed and evaluated the proposals in accordance with the RFP
rating criteria and determined that Sierra Display, Inc. best meets the City’s needs based on the
responsiveness of the submission, the firm’s experience with banner services of similar scope
and complexity, and cost; and
WHEREAS, the City desires to enter into an agreement with Sierra Display, Inc. for a not-
to-exceed amount of $89,500 over a three-year term for banner services.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Contractor Services Agreement with Sierra Display, Inc., attached hereto as
Exhibit A.
BE IT FURTHER RESOLVED that the City Manager is authorized to execute the
Agreement and make any necessary, non-substantive changes to carry out the intent of this
Resolution.
PASSED, APPROVED AND ADOPTED this 1st day of June 2021, by the following vote:
AYES: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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CONTRACTOR SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND
SIERRA DISPLAY, INC.
THIS AGREEMENT for banner services is made by and between the City of Dublin (“City”) and
Sierra Display, Inc. (“Contractor”) (together sometimes referred to as the “Parties”) as of June 1, 2021
(the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor
shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and
place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2024, the date of completion specified in Exhibit A, and Contractor shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Contractor to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding
the foregoing this Agreement may be extended on a month to month basis for up to 6
months upon the written consent of the Contractor and the City Manager, provided that: a)
sufficient funds have been appropriated for such purchase, b) the price charged by the
Contractor for the provision of the serves described in Exhibit A does not increase. None of
the foregoing shall affect the City’s right to terminate the Agreement as provided for in
Section 8.
1.2 Standard of Performance. Contractor shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Contractor is engaged.
1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Contractor shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Contractor shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Subsection 1.2 above and to satisfy Contractor’s obligations hereunder.
1.5 Reserved.
1.6 Reserved.
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Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed eighty-nine
thousand, five hundred dollars ($89,500.00), notwithstanding any contrary indications that may be
contained in Contractor’s proposal, for services to be performed and reimbursable costs incurred under this
Agreement. In the event of a conflict between this Agreement and Contractor’s proposal, attached as
Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Contractor for
services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shall be the only payments from City to Contractor for services rendered
pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein.
Except as specifically authorized by City in writing, Contractor shall not bill City for duplicate services
performed by more than one person.
Contractor and City acknowledge and agree that compensation paid by City to Contractor under this
Agreement is based upon Contractor’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Contractor. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed incurred prior to the
invoice date. No individual performing work under this Agreement shall bill more than
2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her
designee. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of prior billings,
the total due this period, the balance available under the Agreement, and the
percentage of completion;
A copy of the applicable time entries or time sheets shall be submitted showing the
following:
o Daily logs of total hours worked by each individual performing work under
this Agreement
o Hours must be logged in increments of tenths of an hour or quarter hour
o If this Agreement covers multiple projects, all hours must also be logged
by project assignment
o A brief description of the work, and each reimbursable expense
The total number of hours of work performed under the Agreement by Contractor and
each employee, agent, and subcontractor of Contractor performing services
hereunder;
The Contractor’s signature;
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Contractor shall give separate notice to the City when the total number of hours
worked by Contractor and any individual employee, agent, or subcontractor of
Contractor reaches or exceeds 800 hours within a 12-month period under this
Agreement and any other agreement between Contractor and City. Such notice shall
include an estimate of the time necessary to complete work described in Exhibit A and
the estimate of time necessary to complete work under any other agreement between
Contractor and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have 30 days from the receipt of an invoice that complies with all of the requirements
above to pay Contractor.
2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this
Agreement within 60 days after completion of the services and submittal to City of a final
invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Contractor in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Contractor submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Reserved.
2.6 Reserved.
2.7 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Contractor terminates this
Agreement pursuant to Section 8, the City shall compensate the Contractor for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Contractor shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Contractor is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.10 Reserved.
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Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Contractor only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein. Contractor shall make a written
request to City to use facilities or equipment not otherwise listed herein.
3.1 Safety Requirements. In accordance with generally accepted industry practices and
state law, Contractor shall be solely and completely responsible for conditions on the
jobsite, including safety of all persons and property during performance of the work. This
requirement shall apply continuously and not be limited to normal working hours.
Contractor shall take all necessary precautions and provide all necessary safeguards to
prevent personal injury and property damage. Contractor shall provide protection for all
persons including, but not limited to, its employees and employees of its subcontractors;
members of the public; and employees, agents, and representatives of the City and
regulatory agencies that may be on or about the work.
The services of the City in conducting review and inspection of Contractor's performance is
not intended to include review of the adequacy of Contractor's work methods, equipment,
bracing or scaffolding, or safety measures, in, on, or near any Contractor jobsite.
All work and materials shall be in strict accordance with all applicable state, city, county,
and federal rules, regulations and codes, with specific attention to the United States
Department of Labor Occupational Health and Safety Administration (OSHA)
requirements. Contractor shall be solely responsible for compliance with all city, county,
and state explosive transport, storage, and blasting requirements and for any damages
caused by such operations.
Contractor is hereby informed that work on City property could be hazardous. Contractor
shall carefully instruct all personnel working on City property that all conditions of the
property are potentially hazardous work areas as to potential dangers and shall provide
such necessary safety equipment and instructions as are necessary to prevent injury to
personnel and damage to property. Special care shall be exercised relative to work
underground.
In addition to complying with all other safety regulations, Contractor shall abide by any and
all other City requirements contained in any specifications, special conditions or manuals,
which shall be made available by City upon request.
Contractor shall provide and maintain all necessary safety equipment such as fences,
barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment
and shall take such other action as is required to fulfill its obligations under this section. It
is the intent of the City to provide a safe working environment under normal conditions.
CONTRACTOR IS ADVISED THAT CITY’S OPERATIONS AND PROPERTY ARE
INHERENTLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED
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SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE
TO PATHOGENS.
Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition
at all times. If required by the City, toilets shall be furnished by Contractor where needed
for use of its employees and their use shall be strictly enforced. Contractor shall not use
the City's existing sanitary facilities, unless previously authorized by the City.
Contractor shall keep adequate first aid facilities and supplies available and instruction in
first aid for its employees shall be given.
City reserves the right to require that Contractor bring onto the project or engage the
services of a licensed safety engineer at any time during the term of this Agreement. If
Contractor does not have a licensed safety engineer on staff, then City may require that
Contractor engage a subcontractor or subconsultant as the project’s safety engineer.
Contractor shall bear all costs in connection with meeting the requirements of this section.
Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Contractor, at its
own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance
listed below against claims for injuries to persons or damages to property that may arise from or in
connection with the performance of the work hereunder by the Contractor and its agents, representatives,
employees, and subcontractors. Consistent with the following provisions, Contractor shall provide proof
satisfactory to City of such insurance that meets the requirements of this section and under forms of
insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work.
Contractor shall maintain the insurance policies required by this section throughout the term of this
Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow
any subcontractor to commence work on any subcontract until Contractor has obtained all insurance
required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect.
VERIFICATION OF THE REQUIRED INSURANCE SHALL BE SUBMITTED AND MADE PART OF THIS
AGREEMENT PRIOR TO EXECUTION. Contractor shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1 Workers’ Compensation.
4.1.1 General Requirements. Contractor shall, at its sole cost and expense, maintain Statutory
Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all
persons employed directly or indirectly by Contractor. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Contractor may rely on a self-
insurance program to meet these requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the California Labor Code shall be solely in
the discretion of the Contract Administrator.
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The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor
of the City for all work performed by the Contractor, its employees, agents, and
subcontractors.
4.1.2 Submittal Requirements. To comply with Subsection 4.1, Contractor shall
submit the following:
a. Certificate of Workers’ Compensation Insurance in the amounts specified
in the section; and
b. Waiver of Subrogation Endorsement as required by the section.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General Requirements. Contractor, at its own cost and expense, shall maintain
commercial general liability insurance for the term of this Agreement in an amount
not less than $2,000,000 and automobile liability insurance for the term of this
Agreement in an amount not less than $2,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed under this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001, Code 1 (any auto). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional Requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as
additional insureds as respects: liability arising out of work or operations
performed by or on behalf of the Contractor; or automobiles owned,
leased, hired, or borrowed by the Contractor.
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c. Contractor hereby agrees to waive subrogation which any insurer or
contractor may require from vendor by virtue of the payment of any loss.
Contractor agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the
Contractor’s insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees, and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Contractor’s insurance and shall not
contribute with it.
4.2.4 Submittal Requirements. To comply with Subsection 4.2, Contractor shall
submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section;
c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the section.
4.3 All Policies Requirements.
4.3.1 Acceptability of Insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.3.2 Verification of Coverage. Prior to beginning any work under this Agreement,
Contractor shall furnish City with complete copies of all Certificates of Liability
Insurance delivered to Contractor by the insurer, including complete copies of all
endorsements attached to the policies. All copies of Certificates of Liability
Insurance and certified endorsements shall show the signature of a person
authorized by that insurer to bind coverage on its behalf. If the City does not
receive the required insurance documents prior to the Contractor beginning work,
it shall not waive the Contractor’s obligation to provide them. The City reserves
the right to require complete copies of all required insurance policies at any time.
4.3.3 Deductibles and Self-Insured Retentions. Contractor shall disclose to and
obtain the written approval of City for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its officers,
employees, and volunteers; or the Contractor shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
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4.3.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.3.5 Endorsement Requirements. Each insurance policy required by Section 4 shall
be endorsed to state that coverage shall not be canceled by either party, except
after 30 days’ prior written notice has been provided to the City.
4.3.6 Subcontractors. Contractor shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4 Remedies. In addition to any other remedies City may have if Contractor fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Contractor’s breach:
Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
Order Contractor to stop work under this Agreement or withhold any payment that
becomes due to Contractor hereunder, or both stop work and withhold any payment,
until Contractor demonstrates compliance with the requirements hereof; and/or
Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONTRACTOR’S RESPONSIBILITIES. Contractor shall
indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, officials,
employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses,
and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively,
“Liability”) of every nature arising out of or in connection with Contractor’s performance of the Services or
its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by
the sole negligence or willful misconduct of City.
The Contractor’s obligation to defend and indemnify shall not be excused because of the Contractor’s
inability to evaluate Liability or because the Contractor evaluates Liability and determines that the
Contractor is not liable to the claimant. The Contractor must respond within 30 days, to the tender of any
claim for defense and indemnity by the City, unless this time has been extended by the City. If the
Contractor fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any
other remedy authorized by law, so much of the money due the Contractor under and by virtue of this
Agreement as shall reasonably be considered necessary by the City, may be retained by the City until
disposition has been made of the claim or suit for damages, or until the Contractor accepts or rejects the
tender of defense, whichever occurs first.
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Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of Contractor to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONTRACTOR.
6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall
be an independent contractor and shall not be an employee of City. This Agreement shall
not be construed as an agreement for employment. City shall have the right to control
Contractor only insofar as the results of Contractor's services rendered pursuant to this
Agreement and assignment of personnel pursuant to Subsection 1.3; however, otherwise
City shall not have the right to control the means by which Contractor accomplishes
services rendered pursuant to this Agreement. Contractor further acknowledges that
Contractor performs Services outside the usual course of the City’s business; and is
customarily engaged in an independently established trade, occupation, or business of the
same nature as the Contractor performs for the City, and has the option to perform such
work for other entities. Notwithstanding any other City, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by City, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
City and entitlement to any contribution to be paid by City for employer contributions and/or
employee contributions for PERS benefits.
6.2 Contractor Not an 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, pursuant to this Agreement
to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
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7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Contractor and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its
employees, agents, and any subcontractors have all licenses, permits, qualifications, and
approvals of whatsoever nature that are legally required to practice their respective
professions. Contractor represents and warrants to City that Contractor and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Contractor and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the
basis of a person’s race, sex, gender, religion (including religious dress and grooming
practices), national origin, ancestry, physical or mental disability, medical condition
(including cancer and genetic characteristics), marital status, age, sexual orientation, color,
creed, pregnancy, genetic information, gender identity or expression, political affiliation or
belief, military/veteran status, or any other classification protected by applicable local,
state, or federal laws (each a “Protected Characteristic”), against any employee, applicant
for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or
applicant for any services or programs provided by Contractor under this Agreement.
Contractor shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Contractor.
Contractor may cancel this Agreement upon 30 days’ written notice to City and shall
include in such notice the reasons for cancellation.
In the event of termination, Contractor shall be entitled to compensation for services
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Contractor delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to Contractor or
prepared by or for Contractor or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Contractor understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
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Contractor with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Contractor for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this
Agreement contemplates personal performance by Contractor and is based upon a
determination of Contractor’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Contractor.
Contractor may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Contractor shall not subcontract any portion of the
performance contemplated and provided for herein, other than to the subcontractors noted
in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Contractor shall survive
the termination of this Agreement.
8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Contractor pursuant to this Agreement;
8.6.3 Retain a different contractor to complete the work described in Exhibit A not
finished by Contractor; or
8.6.4 Charge Contractor the difference between the cost to complete the work described
in Exhibit A that is unfinished at the time of breach and the amount that City would
have paid Contractor pursuant to Section 2 if Contractor had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Contractor prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Contractor hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
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Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Page 12 of 14
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Contractor agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties.
9.2 Contractor’s Books and Records. Contractor shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Contractor to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
Agreement requires Contractor to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
the examination and audit of the State Auditor, at the request of City or as part of any audit
of the City, for a period of 3 years after final payment under the Agreement.
Section 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for
declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which
that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Alameda or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838
Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Page 13 of 14
10.6 Conflict of Interest. Contractor may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Contractor in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Contractor shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Section 1090 et seq.
Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an
employee, agent, appointee, or official of the City. If Contractor was an employee, agent,
appointee, or official of the City in the previous 12 months, Contractor warrants that it did
not participate in any manner in the forming of this Agreement. Contractor understands
that, if this Agreement is made in violation of California Government Code Section 1090 et
seq., the entire Agreement is void and Contractor will not be entitled to any compensation
for services performed pursuant to this Agreement, including reimbursement of expenses,
and Contractor will be required to reimburse the City for any sums paid to the Contractor.
Contractor understands that, in addition to the foregoing, it may be subject to criminal
prosecution for a violation of California Government Code Section 1090 et seq., and, if
applicable, will be disqualified from holding public office in the State of California.
10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.8 Contract Administration. This Agreement shall be administered by the City Manager
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.9 Notices. Any written notice to Contractor shall be sent to:
Sierra Display, Inc.
Att: Barbara Sauerbrei
4689 W. Jennifer Ave.
Fresno, CA 93722
Telephone: 559-275-8695
E-mail: barbara@sierradisplay.com
Any written notice to City shall be sent to:
City of Dublin
Att: City Manager
100 Civic Plaza
Dublin, CA 94568
Telephone: 925-833-6650
E-mail: city.manager@dublin.ca.gov
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838
Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Page 14 of 14
10.10 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A and B represents the entire and integrated agreement
between City and Contractor and supersedes all prior negotiations, representations, or
agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B Compensation Schedule
10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.12 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Contractor’s signature below Contractor
certifies that Contractor, and any parent entities, subsidiaries, successors or subunits of
Contractor are not identified on a list created pursuant to subdivision (b) of Section 2203 of
the California Public Contract Code as a person engaging in investment activities in Iran as
described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b)
of Section 2202.5 of the California Public Contract Code, as applicable.
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear
below certify that they are authorized to sign on behalf of the respective Party.
CITY OF DUBLIN SIERRA DISPLAY, INC.
Linda Smith, City Manager Barbara F. Sauerbrei, President
Attest:
Marsha Moore, City Clerk
Approved as to Form:
City Attorney
3070365.1
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838
Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Exhibit A – Page 1 of 2
EXHIBIT A
SCOPE OF SERVICES
Sierra Display, Inc. (Contractor) will provide the following banner services to the City of Dublin for the
Citywide Banner Program:
1. Banner rotation, storage and maintenance
2. As-needed hardware replacement and installation
In addition, the Contractor will also provide the following banner services to the City of Dublin for the
Military Banner Program:
3. Banner printing, rotation, storage and maintenance
ITEM 1: BANNER ROTATION, STORAGE AND MAINTENANCE (CITYWIDE PROGRAM)
Contractor is responsible for the rotation (installation, removal and storage) and maintenance of all the
banners and affixed hardware.
The following is the proposed rotation schedule for banner change-outs (schedule may be changed at
City’s discretion):
Mid-January Change out Holiday to Shop Dublin
Late February Change out Shop Dublin to St. Patrick’s Day Celebration
Late March Change out St. Patrick’s Day Celebration to Farmers’ Market, Dublin Pride and
some Shop Dublin
Mid/Late May Change out Dublin Pride to Spare the Air and Summer Fun
*Install Dublin Military Banners – must occur week prior to Memorial Day
TBD June Change out select locations to Alameda County Fair
Mid/late July Change-out Alameda County Fair and Spare the Air to Summer Fun
Early October Change-out Farmers’ Market and Summer Fun to Fall, Shop Dublin and
Integrity in Action
Mid-November *Remove Dublin Military Banners – must occur week after Veterans Day
Change-out all to Holiday
*This schedule is inclusive of Item 3.
ITEM 2: AS-NEEDED HARDWARE REPALCEMENT AND INSTALLATION (CITYWIDE AND MILITARY
PROGRAMS)
If any hardware needs to be replaced during the term of this agreement, vendor will provide and install the
new hardware at the discretion and with approval of the City.
Bracket shoes, pole assemblies, and pole ends should be of heavy-duty metals to reduce oxidation,
corrosion and rust from weather elements. The hardware should have top and bottom fiberglass arms.
Stainless steel banding should securely hold the hardware to the pole and be double wrapped. The
banding material must be silver gray. Strapping material should resist oxidation and corrosive agents.
Hardware should be able to withstand sustained winds of at least 70 miles per hour when installed and
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838
Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Exhibit A – Page 2 of 2
need to be able to support banners made of 18 oz. vinyl. Contractor will provide a manufacturer’s warranty
for hardware replacement with a minimum of six (6) years warranty on the hardware.
The vendor is responsible for the disposal of the old hardware.
ITEM 3. BANNER PRINTING, ROTATION, STORAGE AND MAINTENANCE (MILITARY PROGRAM)
In addition to the citywide banner program the City has a sponsorship-supported Dublin Military banner
program, which includes the annual display of existing “generic” military banners and a custom set of
annual honoree banners.
Contractor is responsible for the production of honoree banners and the rotation (installation, removal and
storage) and maintenance of all the Dublin Military banners and affixed hardware.
Production and installation should be invoiced separately from the citywide banner program.
The number of custom honoree banners to be produced each year will vary.
The banners will be 30 inches wide by 96 inches tall 18 oz. white blockout vinyl with full color digital printing
on both sides. Banners must be quality constructed to hang properly on the hardware mounted on the
poles, designed to withstand harsh elements and high winds and capable of being stored in a rolled and
upright position. Contractor will provide a manufacturer’s warranty for the banners that includes the number
of years that the warranty is in effect.
If any hardware needs to be replaced during the term of this agreement, at the discretion and with approval
of the City, vendor will provide and install the new hardware that meets the same standards as the citywide
program described in Item 2.
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838
Contractor Services Agreement between June 1, 2021
City of Dublin and Sierra Display, Inc. Exhibit B – Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
Item or Service Not to Exceed
Item 1
Citywide Banner Rotation, Storage and Maintenance
(Citywide Program)
City will pay $26 per banner per rotation.
Contract will not charge any additional fee for storage or
as-needed maintenance of banners.
Contractor will only invoice City for actual number of
banners rotated.
$75,000
Item 2
Hardware Replacement and Installation (As Needed)
(Citywide & Military Programs)
City will pay $144 per set of new banner hardware (KBW-
Bannerflex III Bracket, ¾” stainless steel banding, ¾”
stainless steel buckles) per banner/pole.
City will pay $50 for installation of new or replacement
hardware when done in conjunction with banner installation
or rotation.
Contractor will only invoice City for actual number of sets of
hardware provided and installed or replaced.
$1,000
Item 3
Banner Printing, Rotation, Storage and Maintenance
(Military Program)
City will pay $159 per custom banner (including custom
artwork fee) plus tax and shipping for printing of new
banners.
City will pay $26 per banner per rotation.
Contract will not charge any additional fee for storage or
as-needed maintenance of banners.
Estimated compensation is based on production of 15
custom banners and rotation of 30 Military Program
Banners each year.
Contractor will only invoice City for actual number of
banners printed and rotated. Military banner services will
be invoiced separately from citywide banner services.
$13,500
Not to Exceed Total (three years) $89,500
DocuSign Envelope ID: 5494AF8D-1CCB-41DA-A06F-A427A008E838