HomeMy WebLinkAboutRes 2011-12-02 Agreement with National Sign Plazas, Inc for the Provision of Sign PlazasCITY OF ANNA, TEXAS
RESOLUTION NO. 2011-12-02
A RESOLUTION APPROVING AN AGREEMENT WITH NATIONAL SIGN PLAZAS,
INC., FOR THE PROVISION OF SIGN PLAZAS AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAME.
WHEREAS, National Sign Plazas (NSP) is set up to provide organized community and
builder signage; and,
WHEREAS. The City of Anna desires to support the home building industries; and,
WHEREAS, NSP desires to use rights-of-ways owned by the City of Anna ("City") to
operate their program; and,
WHEREAS, the City desires to enter into an agreement for services (the "Agreement")
that recognize the relationship between the City and NSP that formally authorizes NSP
to use City rights-of-way to develop their program.
NOW THEREFORE, BE IT RESOLVED BY ·rHE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. The City Council of the City of Anna, Texas hereby approves the attached
Agreement attached hereto as Exhibit 1, and authorizes the City Manager to execute
same.
PASSED by the City Council of the City of Anna, Texas, on this 13th day of December,
2011.
ATTEST:
Res. 2011-12-02 National Sign Plaza Agreement PAGE 1 OF 1 12-13-11
AGREEMENT FOR SERVICES S
This Agreement for Services (this "Agreement") is entered into by and ~n the City of Anna,
Texas (the "City"), a Texas home-rule municipality, and National Sign Plazas, Inc., a California
corporation ("Contractor") (collectively, the "Parties").
WHEREAS, the City's sign regulations permit the City to install directional signs within its rights
of-way, including the type of signs that are the subject of this Agreement; and
WHEREAS, the City of Anna desires to initiate an exclusively City-controlled program ("Sign
Plaza Program") to locate certain types of signs ("Plaza Signs") within public right of way or on public
property for the purpose of providing direction to subdivisions, developers, homebuilders, and public
facilities within the City's corporate limits or its extraterritorial jurisdiction ("ET J"), and to contract for the
installation and maintenance of the Sign Plazas and sign panels; and
WHEREAS, Contractor represents that it is a California corporation authorized to do business in
the State of Texas with experience and expertise in assisting municipalities to establish efficient,
effective and high-quality municipally-controlled directional sign program and that the goods, services
and workmanship; and
WHEREAS, Contractor desires to install Sign Plazas as described more fully in this Agreement;
and
WHEREAS, Contractor desires to maintain the Sign Plazas after their installation and to act as
the City's leasing agent and lease space on the Sign Plazas to developers and homebuilders and to bill
and collect fees from the developers and homebuilders to be divided between Contractor and the City
in accordance with this Agreement; and
WHEREAS, Contractor submitted a proposal that meets the City's needs;
NOW, THEREFORE in consideration of these recitals and other good and valuable
consideration, the value and receipt of which is acknowledged, the City and Contractor agree as
follows:
1. Recitals. The Recitals above are hereby incorporated into this Agreement by reference.
2. Contract Documents. The parties shall meet and comply with all of their respective obligations
under the terms, conditions and specifications contained in the Contract Documents. The
Contract Documents, which set forth the entire understanding and agreement of the Parties, are
as follows:
(a) This Agreement;
(b) Exhibit A-1 :_Primary Sign Plaza schematic and specifications;
(c) Exhibit A-2: Community Sign Plaza schematic and specifications; and
(d) Exhibit A-3: Neighborhood Sign Plaza schematic and specifications.
3. Scope of Work. Contractor shall administer certain aspects of the Sign Plaza Program by
performing the work set forth in the Contract Documents (the "Work"). The Work shall be
performed in a professional and safe manner and, in general, the Work shall consist of the
following:
AGREEMENT FOR SERVICES Page 1 of 11
(a) Construct, install, maintain and repair approved Sign Plazas and sign panels, subject to
approval by the City; and
(b) Contract with developers and/or homebuilders for the lease of sign panels (each such
lease being referenced hereinafter as a "Private Lease"), subject to approval by the City;
and
(c) Assist the City in determining appropriate locations for Sign Plazas; and
(d) Assist the City with identifying and removing all illegal off-premise signage; and
(e) Attend meetings as necessary with City staff and other persons when necessary to
perform the Work; and
(f) Collect all lease payments and remit to the City, on a quarterly basis, an administrative
fee as specified in Paragraph 7.(b) of this Agreement; and
(g) Meet its other obligations as set forth in the Contract Documents and undertake all
incidental tasks that are necessary in order to complete the Work.
4. Definition. Purpose of Sign Plaza.
(a) Definition. For the purposes of this Agreement, a "Sign Plaza" is a structure placed in
public right of way with approval by the City, and displays sign panels in accordance with
this Agreement.
(b) Purpose of Sign Plazas. The purpose of Sign Plazas is to provide municipal control over
a program that provides direction for homebuyers, visitors, tourists, emergency service
personnel, and the like, to the location of subdivisions, housing developments,
homebuilders and public facilities within the City's corporate limits and/or ET J, while
discouraging the placement of unsightly and hazardous off-site directional signs.
5. Specifications of Sign Plazas and Sign Panels. Contractor agrees to manufacture and install
Sign Plaza structures and sign panels in accordance with the specifications in these Contract
Documents and the following:
(a) Sign Plaza Structures shall not exceed twelve (12) feet above average grade.
Structures are more completely described in Exhibit A-1, Exhibit A-2 and Exhibit A-3.
(b) Sign Plazas shall be constructed of steel and/or aluminum and shall be capable of
displaying up to ten (10) sign panels, double-sided, if necessary.
(c) A City topper panel will be designed for City, shall be prominently displayed at the top of
all Sign Plazas installed under this Agreement, and shall be visible on any side of a Sign
Plaza which displays directional sign panels.
(d) The color of all Sign Plazas shall be determined by the City.
(e) Subject to subsection (g), below, each sign panel shall contain only an appropriate
directional arrow (and, if appropriate, directional information) and the name of one of the
following: (1) a residential community; (2) a residential subdivision; (3) a homebuilder
that currently has for sale lots and/or homes in the City or the City's ET J; (4) a public
facility owned or controlled by the City; (5) a development corporation created by the
AGREEMENT FOR SERVICES Page 2 of 11
City; or (6) any commercial or mixed-use development; provided, however, that the
City's advance written approval is required for participation by any such commercial or
mixed-use development.
(f) Further, and also subject to subsection (g), below, all sign panels shall be uniform in
color as approved by the City and no logos other than the City's logo shall be permitted.
Directional arrows will be of a uniform size. A line of text at the bottom of the sign panel
with directional information is permissible if circumstances warrant it. Fluorescent colors
are not allowed. Reflective colors and text are permissible. Unless so authorized by City,
the sign panels shall not appear to replicate the commonly accepted color schemes of
motorist signs.
(g) Notwithstanding the foregoing or any other provision of this Agreement, the
requirements and restrictions related to sign panels can be waived by the City to
authorize logos and/or recognized color schemes associated with any of the entities or
items listed above in subsection (e)(1)-(6), above. Such authorization can be made
conditional on other requirements and is only effective if it is in writing, includes a true-to
color graphical depiction of the requested logo and/or color scheme and is signed by the
City Manager. Any sign panel allowed under such authorization must be removed and
replaced by Contractor if and when the City determines at its discretion that the sign
panel as installed departs in appearance from the characteristics as shown in the written
authorization.
(h) Contractor shall submit final design plans to the City for approval prior to installation of
any Sign Plaza.
(i) No additions, tag sign streamers, attention-getting devices or other appurtenances shall
be attached to any Sign Plaza or sign panel.
(j) Sign Plaza locations shall be approved and designated only by the City with the
assistance of Contractor.
(k) At the City's request and direction, Contractor shall remove and relocate any Sign
Plazas within thirty (30) days of the receipt of written notice at no cost to the City. At the
City's request and direction, the Contractor shall remove and relocate any Sign Plazas
within thirty (30) days of the receipt of written notice at no cost to the City/County.
Contractor shall provide, at no cost to the City, the equivalent of not less than ten
percent (10%) of all permitted Sign Plazas to the City for use as directional signage to
municipal or community service facilities or locations. Said sign panels shall be provided
on a space available basis, secondary to sign panels to be displayed for developers,
homebuilders, and residential communities, and shall be installed with no more than two
(2) such sign panels per plaza. Sign panels shall contain only the name of a residential
community, subdivision, homebuilder, public facility, City and logo, the builder or
developer's name and/or logo, the builder or developer's recognized color scheme, and
directional information or the name of the builder/developer and logo and an appropriate
directional arrow. Directional arrows will be of a uniform size; a line of text at the bottom
of the sign panel with directional information is permissible if circumstances warrant it.
Fluorescent colors are not allowed. Reflective colors and text are permissible. Unless so
authorized by City, the sign panels shall not appear to replicate the commonly accepted
color schemes of motorist signs.
AGREEMENT FOR SERVICES Page 3 of 11
(I) Contractor shall provide to the City; (1) a semi-annual inventory report of existing
installed sign panels; and (2) full and correct copies of each Private Lease that it enters
into with respect to a Sign Plaza or sign panel under this Agreement.
(m) Contractor shall, at its sole cost, maintain, repair, replace and repaint each sign panel as
necessary or deemed necessary by the City. Upon notice by the City, Contractor agrees
to undertake necessary repairs or replacement of any sign panel within seventy-two (72)
hours of receipt of notice.
(n) Contractor shall not install or maintain any Sign Plazas or sign panels within the City,
which are not in compliance with the terms of this Agreement.
(0) Sign Panels shall be constructed on Alpolic 360. The panels shall be vinyl coated with a
material comparable to 3M Engineering Grade Retro-reflective.
(p) Individual sign panels on a Primary Sign Plaza shall not exceed fifty (50) inches in
horizontal length by twelve (12) inches in height. Individual sign panels on a Community
Sign Plaza shall not exceed fifty (50) inches in horizontal length by twelve (12) inches in
height. Individual sign panels on the Neighborhood Sign Plaza shall not exceed thirty
(30) inches in horizontal length by thirty (30) inches in height.
6. Number. Placement and Type of Sign Plazas. The City has sole discretion to determine the
number, type and placement (location) of the Sign Plazas installed under this Agreement. With
respect to each new housing community, Contractor shall provide a written plan for approval by
the City showing precisely the proposed locations of all Sign Plazas based on each location
where homebuyers would require information regarding a change of direction and likewise
where homebuyers would need reassurance to continue in a certain direction. Subject to City
approval of such plan(s), one or more Sign Plazas, located at least one hundred (100) feet
apart, shall be installed to accommodate directional sign panels. The plans referenced in this
Paragraph must be delivered to the City no later than thirty (30) days after the City provides
notice requesting such plans. Contractor may submit to City at any time during the term of the
Agreement subsequent requests for the approval of additional Sign Plaza locations, as may be
expressed by homebuilders, developers, and residential communities over time.
7. Price and Payment Schedule. The price and payment schedule for Sign Plazas shall be as
follows:
(a) Contractor will install the Sign Plazas and rotate City panels at no cost to the City.
(b) Contractor will collect, and remit to the City, an administrative fee of $10.00 per panel
per month. Said fees shall be remitted within sixty (60) days of the end of each fiscal
quarter. Fiscal quarters will be based on Contractor's fiscal cycle, beginning October 1
and ending September 30.
8. Term of Agreement and Termination of Agreement.
(a) The term of this Agreement is five (5) years.
(b) Renewal. At the end ofthe term, this Agreement may be renewed by mutual written and
fully executed agreement of the parties for a mutually agreeable term. Contractor shall
not allow any Private Lease to extend beyond or grant any rights with regard to the
placement of sign panels beyond the term of this Agreement.
AGREEMENT FOR SERVICES Page 4 of 11
(c) Termination. This Agreement may be not be terminated by either party before the end of
the term, except that a party may terminate this Agreement by providing a notice of
termination at any time after: (1) a default remains uncured after the Cure Period set
forth in Paragraph 18 of this Agreement; or (2) the occurrence of a breach that is not
subject to being cured. If the City terminates this Agreement due to Contractor's breach
or uncured default, Contractor agrees that all installed Sign Plazas and sign panels shall
remain in place and shall become the property of the City and all Private Leases still in
effect shall be deemed assigned by Contractor to the City and any receivables under
such Private Leases shall be deemed the property of the City. Further, in the event of
such termination, Contractor agrees to promptly transfer all information related to the
placement of the sign panels to the City, including, but not limited to, the original sign
service documents, an accounting of all open accounts, and all other relevant
documents. After the transfer of all information, this Agreement shall be of no further
effect. Still further, in the event of such termination, at the City's option, Contractor shall
remove or pay for the complete removal of any and all Plaza Signs and shall restore or
pay for the restoration of the placement site to its original condition. In the event that the
City requires Contractor to remove any Plaza Sign under this subsection, the ownership
of the removed Plaza Sign shall vest in Contractor.
9. Placement of Sign Panels and Private Lease(s). After the City's written approval and
acceptance of the installed Sign Plazas, the City agrees to extend to Contractor an exclusive
right to use the Sign Plazas for sign panel placements-which must be governed by Private
Leases-as well as the exclusive right to maintain the Sign Plazas and sign panels subject to
the terms of this Agreement.
(a) Contractor agrees to offer and place sign panels for homebuilders, developers,
residential communities/subdivisions and other developments if authorized by the City.
Contractor further agrees to use Contractor's best efforts to place all available sign
panels.
(b) Contractor agrees that the placement fees for the sign panels will be set at market rate.
Contractor may include in any Private Lease an annual lease rate increase as
determined by the Consumer Price Index.
(c) Contractor agrees to manage and maintain at its sole expense all aspects of the
placement of the sign panels, including entering into Private Leases and performing all
related billing, fee collections, and payment of any applicable taxes and fees.
(d) Contractor will remit to the City on a quarterly basis the amount of the City's
Administrative Fee as specified in Paragraph 7.(b) of this Agreement.
(e) Contractor agrees to provide an annual report to the City pertaining to the number of
sign panels installed within the City, the amount billed for each panel, the amount
collected by Contractor for each sign panel, and the amount that Contractor has paid to
the City for each sign panel.
(f) Contractor agrees that in no event will the City be liable for any fee payment or other
fees or liabilities related to any Private Lease or placement of the sign panels. Contractor
further agrees that each Private Lease shall: (1) be in writing; (2) consistently refer to
Contractor as "Lessor" and to the lessee as "Lessee"; (3) be signed by the lessee; and
(4) contain an indemnity/hold-harmless clause that requires the lessee to fully indemnify,
defend, and hold harmless the City as set forth in this subsection. Said clause shall be
set forth as a material term of each Private Lease and shall be made conspicuous by its
AGREEMENT FOR SERVICES Page 5 of 11
text being bolded, underlined and in upper case lettering, and shall state as follows:
"NOTWITHSTANDING ANY OTHER PROVISION IN THIS LEASE. AND AS ONE OF
LESSEE'S MATERIAL OBLIGATIONS UNDER THIS LEASE. LESSEE SHALL FULLY
INDEMNIFY. DEFEND. AND HOLD HARMLESS "rHE CITY OF ANNA. TEXAS. AND
ITS OFFICIALS. OFFICERS. REPRESENTATIVES. AGENTS. AND EMPLOYEES
FROM AND AGAINST: (1) ANY AND ALL CLAIMS, CAUSES OF ACTION. SUITS OR
OTHER PROCEEDINGS OR ACTIONS SEEKING DAMAGES-AS WELL AS ANY
AND ALL JUDGMENTS AWARDING DAMAGES-WHEN ANY SUCH DAMAGES
ARE CAUSED BY. OR ARE ALLEGEDLY CAUSED. IN WHOLE OR IN PART. BY
LESSOR'S BREACH OF THIS LEASE AND/OR LESSOR'S NEGLIGENT OR
WILLFUL ACTS OR OMISSIONS OR SUCH ACTS OR OMISSIONS BY LESSOR'S
OFFICERS. AGENTS. EMPLOYEES, OR SUBCONTRACTORS REGARDLESS OF
THE NATURE OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES
ARISING FROM. RELATED IN ANY WAY TO OR BEING CONNECTED IN ANY
MANNER WITH: (1) ANY INJURY, DEATH. PROPERTY DAMAGE AND/OR ANY
ECONOMIC LOSS SUFFERED BY THE LESSEE, ITS OFFICIALS. OFFICERS.
REPRESENTATIVES. AGENTS. AND/OR EMPLOYEES; (2) ANY AND ALL
ASSOCIATED ATTORNEY FEES. COURT COSTS. SETTLEMENT EXPENSES AND
LITIGATION EXPENSES RELATED TO ANY DAMAGES OR LIABILITY DESCRIBED
IN (1), IMMEDIATELY ABOVE. AND/OR RELATING TO ANY CLAIM, CAUSE OF
ACTION. SUIT. OR OTHER PROCEEDING ASSERTING SUCH LIABILITY AND/OR
DAMAGES AGAINST THE CITY. ITS OFFICIALS. OFFICERS. REPRESENTATIVES
AGENTS. AND EMPLOYEES, UNLESS SAID CLAIM, CAUSE OF ACTION. SUIT, OR
OTHER PROCEEDING SEEKS DAMAGES SOLELY CAUSED BY THE NEGLIGENT
OR WILLFUL ACT OR OMISSION OF THE CITY OF ANNA. TEXAS OR ITS
OFFICERS. AGENTS. EMPLOYEES. OR SUBCONTRACTORS; AND. (3) ALL
ATTORNEY FEES, COURT COSTS. SETTLEMENT EXPENSES AND LITIGATION
EXPENSES RELATED TO THE ENFORCEMENT OF SAID CITY'S RIGHTS AND THE
LESSEE'S OBLIGATIONS UNDER THIS PROVISION. SOLELY FOR THE PURPOSE
OF ENFORCING LESSEE'S OBLIGATIONS UNDER THIS PROVISION-AND
NOTWITHSTANDING ANY OTHER PROVISION IN THIS LEASE, INCLUDING BUT
NOT LIMITED TO ANY PROVISION THAT COULD BE INTERPRETED TO INDICATE
THAT THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS LEASE-THE CITY
OF ANNA. TEXAS IS EXPRESSLY DESIGNATED BY LESSOR AND LESSEE AS A
THIRD PARTY BENEFICIARY OF THIS LEASE. LESSOR AND LESSEE
UNDERSTAND AND AGREE THAT NOTHING IN THIS LEASE ACTS AS A WAIVER
OF THE CITY'S IMMUNITY FROM SUIT OR LIABILITY OR ANY ADDITIONAL
LIMITATIONS OR DEFENSES AVAILABLE TO THE CITY UNDER LAW. LESSOR
AND LESSEE AGREE THAT THE SINGULAR OR PLURAL FORMS OF ANY WORDS
USED IN THE FOREGOING PROVISIONS RELATED TO THE CITY OF ANNA.
TEXAS SHALL NOT BE INTERPRETED TO IN ANY MANNER LIMIT THE
INDEMNIFICATION. PROTECTIONS. AND OTHER BENEFITS OTHERWISE
AFFORDED THE CITY IN SAID PROVISIONS."
(g) Contractor agrees to include in all Private Leases that place sign panels under this
Agreement an assignment clause which will assign Contractor's rights to fee payment to
the City in the event that this Agreement is terminated before the end of the term of this
Agreement due to Contractor's default.
(h) Homebuilders, developers, and residential communities with sites located within the
City's corporate boundaries, shall at all times during the term of this Agreement be
allowed to partiCipate in the Sign Plaza program with respect to those sites.
Homebuilders, developers, and residential communities or other potentially eligible
AGREEMENT FOR SERVICES Page 6 of 11
developments that are located solely in the City's ET J may not participate in the Plaza
Sign Program without the City's advance written approval.
(i) City and Contractor agree that no sign panels other than those manufactured and
installed by Contractor shall be allowed on the Sign Plaza Structures.
10. Maintenance of Sign Plazas.
(a) Contractor agrees to maintain the Sign Plazas and sign panels for the term of this
Agreement.
(b) Contractor agrees to replace damaged Sign Plazas and sign panels, as it deems
necessary or as requested by the City.
(c) Contractor agrees to provide to the City a telephone number and a contact person
allowing the City to contact Contractor requesting maintenance on the Sign Plazas or
sign panels 24 hours a day, seven days a week. This obligation must be met before
Contractor installs any Plaza signs under this Agreement.
(d) Contractor agrees to repair all Sign Plazas within five (5) business days of the receipt of
the City's written request for repair. Contractor further agrees to remove for repair all
sign panels within seventy-two (72) hours of written notification of the need of repair by
the City. Sign panel will be replaced within five (5) business days of the written
notification.
(e) Contractor agrees to maintain a regular maintenance schedule to check each Sign Plaza
and sign panel for all necessary repairs and to complete those repairs promptly.
(f) Contractor agrees to maintain all Sign Plazas and sign panels in conformity with all
terms of this Agreement, but in no event later than five (5) business days after discovery
of the need to repair.
11.INDEMNIFICATION AND OTHER PROTECTIONS. NOTWITHSTANDING ANY OTHER
PROVISION IN THIS AGREEMENT, AND AS ONE OF CONTRACTOR'S MATERIAL
OBLIGATIONS UNDER THIS AGREEMENT, CONTRACTOR SHALL FULLY INDEMNIFY,
DEFEND, AND HOLD HARMLESS THE CITY OF ANNA, TEXAS, AND ITS OFFICIALS,
OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES FROM AND AGAINST: (1)
ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS OR OTHER PROCEEDINGS OR
ACTIONS SEEKING DAMAGES-AS WELL AS ANY AND ALL JUDGMENTS AWARDING
DAMAGES-WHEN ANY SUCH DAMAGES ARE CAUSED BY. OR ARE ALLEGEDLY
CAUSED, IN WHOLE OR IN PART, BY CONTRACTOR'S BREACH OF THIS AGREEMENT
ANDIOR CONTRACTOR'S NEGLIGENT OR WILLFUL ACTS OR OMISSIONS OR SUCH
ACTS OR OMISSIONS BY CONTRACTOR'S OFFICERS, AGENTS. EMPLOYEES. OR
SUBCONTRACTORS. REGARDLESS OF THE NATURE OF SUCH DAMAGES. INCLUDING
BUT NOT LIMITED TO DAMAGES ARISING FROM. RELATED IN ANY WAY TO OR BEING
CONNECTED IN ANY MANNER WITH: (1) ANY INJURY. DEATH. PROPERTY DAMAGE
ANDIOR ANY ECONOMIC LOSS; (2) ANY AND ALL ASSOCIATED ATTORNEY FEES,
COURT COSTS. SETTLEMENT EXPENSES AND LITIGATION EXPENSES RELATED TO
ANY DAMAGES OR LIABILITY DESCRIBED IN (1 ). IMMEDIATELY ABOVE, ANDIOR
RELATING TO ANY CLAIM, CAUSE OF ACTION, SUIT. OR OTHER PROCEEDING
ASSERTING SUCH LIABILITY ANDIOR DAMAGES AGAINST THE CITY. ITS OFFICIALS,
OFFICERS, REPRESENTATIVES, AGENTS, AND EMPLOYEES, UNLESS SAID CLAIM,
CAUSE OF ACTION, SUIT, OR OTHER PROCEEDING SEEKS DAMAGES SOLELY
AGREEMENT FOR SERVICES Page 7 of 11
CAUSED BY THE NEGLIGENT OR WILLFUL ACT OR OMISSION OF THE CITY OR ITS
OFFICERS. AGENTS. EMPLOYEES. OR SUBCONTRACTORS; AND. (3) ALL ATTORNEY
FEES, COURT COSTS. SETILEMENT EXPENSES AND LITIGATION EXPENSES RELATED
TO THE ENFORCEMENT OF THE CITY'S RIGHTS AND CONTRACTOR'S OBLIGATIONS
UNDER THIS PARAGRAPH. CONTRACTOR AGREES THAT NOTHING IN THIS
AGREEMENT ACTS AS A WAIVER OF THE CITY'S IMMUNITY FROM SUIT OR LIABILITY
OR ANY ADDITIONAL LIMITATIONS OR DEFENSES AVAILABLE TO THE CITY UNDER
LAW. CONTRACTOR AGREES THAT THE SINGULAR OR PLURAL FORMS OF ANY
WORDS USED IN THIS PARAGRAPH SHALL NOT BE INTERPRETED TO IN ANY MANNER
LIMIT THE INDEMNIFICATION. PROTECTIONS, AND OTHER BENEFITS OTHERWISE
AFFORDED THE CITY IN THIS PARAGRAPH.
12. Insurance. Contractor shall be responsible for all injury or damage to persons and/or property
resulting from its negligent acts, reckless or intentional misconduct. errors or omissions or those
of its employees, subcontractors, agents or employees in connection with the Work and shall be
responsible for all parts of the Work, both temporary and permanent. Contractor's obligations
with regard to insurance under this Agreement include the following.
(a) Contractor shall, at its own expense, procure and maintain throughout the term of this
Agreement, with insurers acceptable to the City, the types and amounts of insurance
conforming to the minimum requirements set forth in subsections (b)-(d), below.
Contractor shall not commence the Work until the required insurance is in force and
evidence of insurance acceptable to the City has been provided to, and approved by, the
City. An appropriate Certificate of Insurance shall be satisfactory evidence of insurance.
Until such insurance is no longer required by the Agreement, Contractor shall provide
the City with renewal or replacement evidence of insurance at least 30 days prior to the
expiration or termination of such insurance.
(b) Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $1,000,000 for each accident.
(c) Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
property damage limits of not Jess than $1,000,000 for each occurrence and not less
than $1,000,000 in the aggregate.
(d) Automobile Liability Insurance with bodily injury limits of not less than $1,00,000 for each
person and not less than $1,000,000 for each accident, and with property damage limits
of not less than $1,000,000 for each accident.
(e) Contractor shall furnish insurance certificates or insurance policies at the City's request
to evidence such coverages. Except for workers compensation, the insurance policies
shall name the City as an additional insured. All insurance policies shall contain a
provision that such insurance shall not be canceled or reduced with respect to by
coverages or endorsements without 30 days' prior written notice to the City and
Contractor. In such event, Contractor shall, prior to the effective date of the change or
cancellation, serve substitute policies furnishing the same coverage.
(f) Compliance with these insurance requirements shall not limit the liability of Contractor.
Any remedy provided to the City by any insurance maintained by Contractor shall be in
addition to and not in lieu of any other remedy (including, but not limited to, as an
indemnitee of Contractor) available to the City under this Agreement or otherwise.
AGREEMENT FOR SERVICES Page 8 of 11
(g) Neither approval nor failure to disapprove insurance furnished by Contractor shall relieve
Contractor from responsibility to provide insurance as required by this Agreement.
(h) Without limiting the number or character of acts omissions that may constitute a default
under this Agreement, Contractor's failure to obtain, pay for, or maintain all of the
required insurance shall constitute a default.
(i) Contractor shall furnish to the City Certificates of Insurance requiring thirty (30) days'
notice for any change, cancellation, or non-renewal. Such Certificates shall contain the
following wording: "SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY
WILL MAIL 30 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOLDER
NAMED HEREIN."
(j) If the insurance policies expire during the term of this Agreement. a renewal certificate or
binder shall be filed with the City at least 30 days prior to the renewal date.
(k) All insurance required under this Agreement must be procured from an insurer licensed
to do business in the State of Texas with a Best's rating of "A+, A. or A-". The policy
must insure against perils including, but not limited to, earthquake, fire, extended
coverages, windstorm, lightning, flood, and physical loss or damage, including theft,
vandalism and malicious mischief.
13. Independent Contractor. Contractor shall, at all times during the term of this Agreement, be
solely an independent contractor and not an agent, employee or representative of the City. The
Work shall be strictly supervised by Contractor and Contractor bears full responsibility for any
and all acts, errors or omissions of those engaged in the Work on behalf of Contractor,
including, but not limited to, all subcontractors and their employees. The City shall have no
control over the Work, and Contractor shall be solely responsible for and have sole control over
all means, methods, techniques, sequences and procedures and for coordinating all portions of
the Work. Contractor hereby warrants that all laborers furnished under this Agreement shall be
qualified and competent to perform the tasks undertaken, that the product of such labor shall
yield only first-class results, that all materials and equipment provided shall be new (unless
otherwise specified) and of high quality. that the completed work will be complete, of high
quality, without defects, and that all Work will strictly comply with the requirements of the
Contract Documents. Any of the Work not strictly complying with the requirements of the
Contract Documents shall constitute a breach of Contractor's warranty.
14. Notice.
(a) Any notice required to be given pursuant to this Agreement must be served upon the
parties by certified U.S. mail, return receipt required. to:
CITY:
City of Anna, TX
Attn: City Manager
101 N. Powell Pkwy
Anna, TX 75409
Telephone: 972-924-3325
Fax: 972-924-2620
with a copy to:
AGREEMENT FOR SERVICES Page 9 of 11
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Ste. 205
Frisco, Texas 75034
Telephone: 972-712-3530
Fax: 972-712-3540
CONTRACTOR:
National Sign Plazas
Attn: Grant Hayzlett, Director of Operations
16411 N. 90th
Scottsdale, AZ 85250
Telephone: 720-482-9293
Fax: 480-968-2988
with a copy to:
Attn: Steve Startzell
2500 Central Parkway Suite M
Houston, TX
Telephone: (832) 549-9407
Fax: (713) 673-2585
(b) Either party may change its addresses for notice by providing written notice of same to
the other party via the manner set forth in subsection (a), above.
(c) Notice shall be deemed to be received three days after the deposit of same-properly
packaged and addressed with fully prepaid postage-in a United States post office or
official depository to be sent via certified U.S. mail, return receipt requested.
15. Assignment and Subcontracting. Contractor may not delegate, assign or subcontract all or any
part of the Work except the fabrication and installation of the Sign Plaza structures and
production of the sign panels, which require equipment, materials and expertise which
Contractor reasonably may not be expected to possess, without the City's prior written consent.
16. Miscellaneous. The Contract Documents represent the entire and integrated understanding and
agreement between the City and Contractor and supersedes all prior negotiations,
representations of Agreements. whether written or oral, except as where noted. The Contract
Documents may be modified only by a written document signed by both parties and approved
by the City of Anna's city council at a public meeting. This Agreement shall be governed under
Texas State law, and any action relating to the Agreement shall be brought only in Collin
County, Texas, or in a U.S. district court in the Easter District of Texas, Sherman Division. This
Agreement is exclusively between and the City and Contractor and shall in no way be
interpreted as conferring any rights or benefits to any other parties.
17. Mutual Drafting. The City and Contractor each has had opportunity to consult legal counsel
regarding the drafting of this Agreement and the provisions of this Agreement shall not be
construed against or in favor of either party.
18. Default and Remedies. If any Party fails to perform any of its obligations under the Contract
Documents, such failure shall constitute a default. The non-defaulting Party shall give the
defaulting Party written notice of the default. The defaulting Party shall have ten (10) business
AGREEMENT FOR SERVICES Page 10 of 11
days after the receipt of such notice in which to cure the default ("Cure Period"). Failure to cure
the default shall constitute a breach of this Agreement. In the event of a breach, the non
breaching party may terminate this Agreement and may obtain any reasonable remedy provided
by law. Notwithstanding the above, insolvency or any filing by Contractor in any bankruptcy
proceedings shall be deemed an automatic breach under this Agreement that is not subject to
being cured.
19. Approvals. Whenever it is required under this Agreement for Contractor to obtain the City's
approval or authorization with respect to the Contract Documents or any aspect of the work,
such approval or authorization is only effective if it is in writing, describes the extent of the
approval or authorization in reasonable detail and is signed by the City Manager or another
person that the City Manager has designated in writing.
In Witness Whereof, authorized parties have signed this Agreement on the dates indicated below.
City of Anna, Texas National Sign Plazas, Inc.,
By: -----liL..-:~~__fI'!'~"'¥I~,L.-
Eleanor Hayzle its press,
Date 'Z-)n\l:z. ,
WITNESS:
Printed Name, Title
AGREEMENT FOR SERVICES Page 11 of 11
( EXHIBIT A-1 ]
Topper pilf1l1,!l dHillnllld tQ
Primary Sign Plaza Mun~spe(:lliellbeM
Pretabna:ded Steel Poet Cap
designed to muniaple epecifK:a!lons
:2 5' &h!l!duhl 40 SIMI POc$b
p~"C(late<I tG> ~Iplll speClffteallans
12"x48"
Sigt Panel$ .....--++
24"j(4U"
TOIlPI!'" Panel
S'·11 , 1Z'-lJ'
Plaza "P;1C41: a'l~
for mun~II9'IQ
DOT ilppl'oyeo Breakaway System
Primary Sign Panel speeifi~tion$
• Alpollc :350 iUb!o!ratl!
• ::1m", til 3,"," thic:l<
• FUlk:olor graphiC'il HomeBuilder
• Oit~~on..1 ..ow
l EXHIBIT A-2 J
Community Sign Plaza
Topper p .....el dHi5lned to
1'I'II.I!'l1~ Iifl'I!Clllcab<lml
Pretab~Steel Post Cap
d&!ligned ttl muniap!e apeci!ica!rtons
T~P'I'I.I
6'
2 S' SChedule 40
StHI POi>t!; pawdf'J'-!:osted
to m.micipla spEloilioaliom;
10·lf42.5" .....-~t==========1
&g'I Panels
24"l1:42"
Plaza I!pa~ avait<1ble
'or munleiple SI~
DOT IIPplaoed BreakaWay Syetem
Community sign pan~1 spe<;ificatiOo$
-Aipolic 350 subs1rste
-2mm to 3mm thk;lo
-FUIk:Olor graphics HomeBuilder
• Oircction,,1 ¥f{;¥/
3'1l42.S'
EXHIBIT A-3 1
Neigborhood Sign Plaza
• AIJXlIiI: l50 ~trate
.. 2mm Ie 3mm thick
.. FulHoblor ~II HomeBuilder
-~ElITOW
T"PP£'I panel designed to
"mmicq:.ll') 6peocimatitms
6'
PrafalJricated S~
Post C;o dc~to
I'I\vIlielple !lpe(jQCIt1I0I'HI
2.5" Schedule 40
S111!!E!1 ~I!I P<'l'IJder·ooa4ed
10 munl~E' IipOObllOm
Geminous 1'", J( \ .."
ilIst bat insiOO each pool
NSPIDstrap
3'..{r ---.......
Neighborhood Sign Panel Specifications