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r P�AGREEMENT TERMINATION FORM
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N-2022-228
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CLERK OF COUNCIL
DATE:
N-2022-228
AGREEMENT WITH THEE SINSEERS, LLC., TO PROVIDE LIVE PERFORMANCE
N AT CITY'S CHICANO HERITAGE FESTIVAL
0
N
THIS AGREEMENT is made and entered into this 22i day of August, 2022, by and between
N Thee Sinseers, LLC., a California company Vslo Thee Sinseers ("Contractor"), and the City of
CD Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
and laws of the State of California ("City").
PRC JA k II;.,, � ' J �s�a� 1 RECITALS
A. The City desires to retain a contractor to provide a live performance at the City's
Chicano Heritage Festival.
B. Contractor represents that Contractor 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.
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
a. Contractor shall provide a performance by musical group Thee Sinseers ("Artist")
for the City's Chicano Heritage Festival, as further detailed in Exhibit A, for the
City's Chicano Heritage Festival on August 28, 2022 at El Salvador Park, 1825
West Civic Center Dr., Santa Ana, CA 92701.
b. Contractor shall ensure that Artist provides a 45 minute live musical
performance, beginning at
Artist's Initials: CM
d. Contractor must provide song list of family friendly, clean edit songs with lyrics
to be approved by the City of Santa Ana prior to performance.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services
for City, including all travel expenses and performance by Artist, the rates and
charges identified in Exhibit A. The total amount to be expended under this
Agreement shall not exceed Three Thousand Dollars and Zero Cents ($3,000.00).
This sum is comprised of (1) a base amount of $2,500 and (2) a contingency in the
Page 1 of 10
amount of $500 to be used at the City's sole discretion.
b. Union fees, manager and/or agent commissions, and insurance obligations are part
of the cost of production and City shall not be liable or responsible for any such
payments under this Agreement.
G. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
d. Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals and Scope of Work, which may reasonably be expected by
City.
3. TERM
This Agreement shall commence on August 28, 2022 and terminate on December 31, 2022,
unless terminated earlier in accordance with Section 17, below.
4. ROYALTY -FREE LICENSE
The City shall have the right and royalty -free license to simulcast or produce and show a
tape -delayed broadcast of the Artist's performance to the City community or general public,
through the internet or any other means. This license shall be non-exclusive and the copyright
shall remain with the Artist. Copies of Artist's performance may be maintained by the City, and
Artist consents to use of such recordings.
5. 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.
6. INSURANCE
Contractor shall procure and maintain for the duration of the contract insurance against
claims forinjuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance:
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Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance, which 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. Insurance
Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to
this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall
be twice the required occurrence limit.
Worker's Compensation Insurance. In accordance with California State law,
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.
3. Broader Coverage. If the Contractor maintains broader coverage and/or higher
limits than the minimums shown above, the City requires and shall be entitled to
the broader coverage and/or the higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the City.
b. Other Insurance Provisions
1. Additional Insured Status. The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
to liability arising out of work or operations performed by or on behalf of the
Contractor including materials, parts, or equipment furnished in connectionwith
such work or operations. General liability coverage can be provided in the form of
an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20
10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 2037 if a later edition is used).
2. Primary Coverage. For any claims related to this contract, the Contractor's
insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104
13 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.
3. Notice of Cancellation. Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
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4. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to
subrogation that any insurer of said Contractor may acquire against the City by
virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
5. Self -Insured Retentions. Self -insured retentions must be declared to and approved
by the City. The City may require the Contractor to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language
shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
A:VII, unless otherwise acceptable to the City.
7. Claims Made Policies. If any of the required policies provide claims -made
coverage:
a. The retroactive date must be shown, and must be before the date of the
contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided
for at least rive (5) years after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not placed with another
claims -made policy form with a retroactive date prior to the contract
effective date, the Contractor must purchase "extended reporting" coverage
for a minimum of five (5) years after completion of work.
8. Verification of Coverage. Contractor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or copies
of the applicable policy language effecting coverage requiredby this clause) and a
copy of the Declarations and Endorsement Page of the CGL policy listing all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Contractor's obligation to
provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies,including endorsements required by these specifications, at any
time.
Page 4 of 10
9. Subcontractors. Contractor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Contractor shall
ensure that City is an additional insured on insurance required from subcontractors.
10. Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
7. RELEASE
Contractor, on behalf of Artist, accepts any City -provided equipment used in connection
with the performance in their "as -is" condition, with all faults. Contractor, on behalf of Artist,
fully releases, waives and discharges forever any and all claims, demands, rights, and causes of
action of any kind or nature against, and covenants not to sue, City, its elected officials, officers,
employees, agents and volunteers, and all persons acting on behalf of, by, through or under each
of them, under any present or future laws, statutes, or regulations for any claim or event relating
to the condition of the City -provided equipment or Artist's use thereof.
8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, 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 or its subcontractors, agents, employees, or other persons
acting on their 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 of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
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for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Contractor to the City pursuant to this Agreement.
10. 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.
11. 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.
12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. 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:
Page 6 of 10
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 copy to: Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Contractor: Thee Sinseers, LLC
2925 E. 61st St.
Huntington Park, CA 90255
323-649-0581
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-four (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
timeframes, weekends, federal, state, County or City holidays shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter herein, 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 are not embodied herein.
15. 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 and any such assignment, transfer, delegation or subcontract without
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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 consultants retained by City.
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. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. 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, except that payment need not be made for work that fails to meet the standard of
performance specified in the Recitals of this Agreement.
18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
19. 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 further 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.
20. 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.
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21. 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. Contractor represents and warrants that it is in compliance and will maintain
compliance with all applicable laws including, but not limited to, the California
Talent Agency Act.
C. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
d. In the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth in any Exhibit, purchase
order, or other document relating to the transactions contemplated by this
Agreement, the terms and conditions set forth in this Agreement shall prevail.
C. This Agreement is the final and complete agreement and any prior or
contemporaneous agreement(s) for similar services between the parties is
superseded by this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR
Name: Christopher Manjarrez
Title: Thee sinseers representative
[signatures continued on next page]
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Parks, Recreation, and Community Services Agency
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EXHIBIT A
THEE SINSEERS LLC.
323-649-0581
theesi nseersbooki nc@a m ai
Isom
2925 E 61 st
Huntington park CA.
90255
Attention: City of Santa Ana
20 civic center plaza
P.O. Box 1988
Santa Ana CA. 92702
Date: 8/9/22
Date of performance 8/28/2022
Chicano Heritage Festival
Performance ( Thee Sinseers)
$2,500.00