HomeMy WebLinkAboutCURIOUS ENTERTAINMENT, LLCN-2019-213
MSOANCE ON FILE
WORK MAY PROCEED
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PROFESSIONAL SERVICES AGREEMENT
CITY OF SANTA ANA
d " s THIS AGREEMENT is made and entered into on this 9th day of October 2019 by and
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between Curious Entertainment, LLC, a California limited liability company ("Contractor"), and
the City of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a contractor having special skill and knowledge as an event
promoter for the City's 150' Anniversary event on October 27, 2019, which shall include,
but not be limited to, vendor services planning, event coordination, state management, on -
site presence, contracting staff, and equipment rental.
B. Contractor represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations,
including all labor, materials, tools, equipment, and incidental customary work, required to fully
and adequately complete the services described and set forth in the Statement of Work attached
hereto as Exhibit A and incorporated herein by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services
from City, the rates and charges identified in the Fee Schedule of the Statement of Work
attached hereto as Exhibit A and incorporated herein by reference. The total sum to
be expended under this Agreement shall not exceed Twenty -Five Thousand Dollars
($25,000) during the Term of this Agreement.
b. Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made, or shall be refunded, for work that fails to meet the standards of
performance set forth in the Recitals, which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on the date first written above and continue through the
date of the City's 1501h Anniversary event on October 27, 2019, unless terminated earlier in
accordance with Section 15 below. The term of this Agreement may be extended upon a writing
executed by the City Manager and City Attorney.
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City, This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
51 OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and, perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
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insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate, Such insurance shall (a) name the City, its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Contractor, if Contractor has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance, Prior to commencing the performance of the work under this
Agreement, Contractor agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident,
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
i. Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City,
iii. Certificates and, policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Contractor shall supply City with a fully executed additional insured
endorsement.
£ If Contractor fails or refases to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement, Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City,
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INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement, The Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement, City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Contractor to the City pursuant to this Agreement.
9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
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10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential Information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
Information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that: (a) has been disclosed in publicly available sources; (b) is, through no fault of
the Contractor, disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or, (e) is independently developed by the Contractor without reference to information
disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12, NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Contractor affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. in
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor, The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City, Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
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14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City Arid any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void, Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City at any time in the City's sole discretion for
any reason or no reason at all. In such event, Contractor shall be entitled to receive and the City
shall pay Contractor compensation for all services performed by Contractor prior to receipt of such
notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy, No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties farther agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
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18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director
Community Development Agency
City of Santa Ana
20 Civic Center Plaza. (M-xx)
P.O. Box 1.988
Santa Ana, California 92702
Fax:
To Curious Entertainment, LLC:
Curious Entertainment
2860 S. Bristol St., #A
Santa Ana, CA 92704
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A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above, If sent by fax, communication shall be effective or deemed to have
been given twenty -tour (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
(Signatures on followingpage)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
goo'!Daisy Gomez
a C.�7J
t7 Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City
By:
Rya
Assi
RECOMMENDED FOR APPROVAL:
Ca k---
Steven A. Mendoza
Executive Director
Community Development Agency
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CITY OF SANTA ANA
KMtine- Ridge
City Manager
CURIOUS ENTERTAINMENT, LLC:
AyrfSanchez
Owner
EXHIBIT A
STATEMENT OF WORK
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Curious Entertainment, LLC
S11--.110
S. Bristol St. 4
Ana, CA 92704
_ /, ;�,
ZOSanta
SOW 001 for Agreement to Perform Consulting
Services to City of Santa Ana
®
Date Services Performed By:
Services Performed For:
September 26, 2019 Curious Entertainment, LLC
City of Santa Ana
2860 S. Bristol St. #A
20 Civic Center Plaza
Santa Ana, CA 92704
Santa Ana, CA 92701
_._._._�.
_........ ........
....__-----......... ..... ....... ... ----_--.....----
Period of Performance
+-
UThe
Services shall commence on October 27, 2019 and shall continue through October 27, 2019.
4—
Engagement Resources
1. "DJ Carisma" (1,000.00), 2. "DJ OmarGod"(1,000.00)
O3. Los Cadetes ($1,000.00) 3.o (no cost to City of Santa Ana, paid for by Curious Entertainment)
4. Curious Entertainment Service Fee: $1,000.00
Scope of Work
Contractor shall provide die Services and Deliverable(s) as follows:
I. Vendor services plan, including, but not limited, alcoholic beverages, non-alcoholic beverages.
2. Coordinate aspects of the 150" Celebration, including, but not limited to:
a. Stage Manager
Ob. Full -service on site presence le.g., logistics, stage management)
c. Coordination and contracting of Alcohol beverage vendors, retailers, etc.
d. Contracting staff i.e. artist handlers, drivers, cashiers, etc.
e. Equipment rental i.e. di audio equipment.
Smremen[ of 111ork furG D ofSanra Area • September 26, 2019 1
f. Coordinating and arranging appropriate accommodations for artists/talent paid for by Curious
Entertainment.
g. Cover the full cost of bar equipment, alcohol cost and supplies such as wristbands, cups etc.
and share the cost of security personnel for bars areas (cost to be determined).
Curious will pay security company directly once a security company is selected (up to
$4,000.00). Cover portion of the barricades of the venue and /or provide staff assistance in set-up
and breakdown barricades for venue.
It. Coordinating ABC License for each Beer/Wine/Spirifs pouring station 13 maximum) through an
approved non-profit organization (Santa Ana Association Youth Football Inc.) at least 30 days in
advance from event.
L Coordinate a car show of up to 15 cars, one car per decade from 1869-2019 near the VIP area,
must remain at the event from 3pm-9pm.
I. Coordinate a car show of up to 15-20 cars, family friendly vehicles only, must be a y. tank of gas
and battery unplugged while of venue, and must remain at event entire duration of event (3pm-
9pm).
k. Contractor must seek approval from City of Santa Ana before adding or coordinating any other
aspect, element, event or activities.
I. City of Santa Ana staff shall maintain clear communication in order to make the event
coordination efficient
m, f. Los Cadetes paid for by contractor (Curious Entertainment)
Fee Schedule
This engagement will be conducted on a Time & Materials basis. The total value for the Services pursuant to this
SOW shall not exceed $25,000 unless otherwise agreed to by both parties via the project change control procedure,
as outlined within. A PCR will be issued specifying the amended value.
This figure is based on performance based and completion of work and professional services.
Item Description Pee/Cost total
1. Curious Entertainment Fee Flat Fee $1,000
2. Programing
3 nJa $2,000
$3,000.00
Sratemnu of Nark for 0y of Santa Ana • Seyrember26, 2019
Upon completion of this Performance Period, Contractor and Client will have the option to renew this agreement
for an additional then -stated number of hours at the then -current hourly rate for those resources identified.
20 Civic Center Plaza
Santa Ana, C1 92701 Mclame Torres
IN WITNESS WHEREOF, the parties hereto have caused this SOW to be effective as of the day, month and
year first written above.
City of Santa Ana
Curious Entertainment, LLC
By:
...__- By:
Name:
__._.... ._........ _. __
Name:
Tide:
Title:
Statement of Work for Ctg (Santa Ann • September26, 2019