HomeMy WebLinkAboutTSS, INC. dba ALL STAGE PROINSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
r'IT12A,(
CITY CLERK
DATE:
N-2023-175
AGREEMENT WITH TSS, INC. DBA ALLSTAGE PRO, TO PROVIDE STAGE
JUL 13 2023 RENTAL SERVICES
THIS AGREEMENT is made and entered into this 3rd day of July 2023, by and between TSS,
Inc. dba AIIStage Pro, a California corporation ("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").
o: PrLGYk(Mon;aue L) (gu)
RECITALS
A. The City desires to retain a contractor to provide stage rental services for the City
events.
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 from a professional contracting 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:
I. SCOPE OF SERVICES
a. Contractor shall provide the equipment and personnel, as well as the labor,
materials, tools, equipment, and incidental customary work required to fully and
adequately setup and tear down the equipment described in Exhibit A, attached
hereto and incorporated by reference.
b. City grants Contractor the right to enter its property for the purpose of delivery,
set-up, operation, and pick-up.
C. The equipment shall be disassembled and removed by Contractor at the
conclusion of the Juneteenth e\ ent.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services
for the City. the rates and charges identified in Exhibit A. The total amount to be
expended under this Agreement shall not exceed Four Thousand, Four Hundred
Seventy -Seven Dollars and Zero Cents ($4,477.00).
b. This Agreement contemplates payment for services rendered and invoiced
beginning June S, 2023.
Page I of 9
C. Payment by City shall be made within forty-five (45) days after the event, 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 the date first written above and terminate on July 31,
2023, after the event, unless terminated earlier in accordance with Section 17, below.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance' projects. If the services
being performed are part of an applicable "public works" or "maintenance' project, as defined by
the Prevailing Wage Laws, and the total compensation is 51,000 or more, Contractor agrees to
fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
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 withholdink taxes.
6. 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 ordata
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.
Page 2 of 9
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.
7. 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. Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL): 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.
(2)Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code
1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos
(Code 9), with a limit no less than $1,000,000 per accident for bodily injury and
property damage.
(3) Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000
per accident for bodily injury or disease.
(4) 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
(l)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
connection with 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 11 85 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
Page 3 of 9
01 04 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.
(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:
i. The Retroactive Dale must be shown, and must be before the date of the
contract or the beginning of contract work.,
ii. Insurance must be maintained and evidence of insurance mast be provided for
at least fire (5) years after completion of the contract of'work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -wade 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 required by this
clause) and a copy of the Declarations and Endorsement Page of the CGI-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.
Page 4 of 9
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at
any time.
(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.
8. 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 or its subcontractors, agents, employees, or other persons
acting on their behalf which relates to the services described in section I 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,
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.
Page 5 of 9
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
(2) 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:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Page 6 of9
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: TSS, Inc., dba AllStage Pro
1936 E. Occidental Street
Santa Ana, CA 92705
Attn: Ian Ingrain
accountittgOa allstagepro.com
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
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 set -vices that are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
Page 7 of 9
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 five (5) 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, 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 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 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
Page 8 of 9
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.
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.
All exhibits referenced herein and attached hereto shall he incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
B.
ndon Salvatierra
Deputy City Attorney
FOR APPROV
Parks, Releatiott-art ommunity Services Agency
CITY OF�N�
Kristine Ridge
City Manager
Cr1NTRACTOR
Page 9 of 9
EXHIBIT A
1936 E. Occidental St.
Santa Ana, CA 92705
P.• 714.258.1048 R 714.258,1052
Bill To
City of Santa Ana
Recreation/Community Service
PO Box 1988
Santa Ana, CA 92702
Ship To
Centenial Park
Add Ons
Invoice
Date Invoice #
6/8/2023 977R
P.O. Number
Terms
Rep
Service Order #
Flex #
Ian
Quantity
Item Code
Description
Price Each
Amount
1
1
1
I
Production/Ren...
Other
Other
Production/Ren...
Forklift Rental
Engineered Stamped Plans for Staging
Building & Safety Permits
VIP Tents & Tables and Furniture
Santa Ana Sales Tax 9.25%
900.00
1,500.00
681.00
1,396.00
9.25%
900.00
1.500.00
681.00
1,396.00
0.00
All past due balances will be assessed a 1.9% finance charge per month.
Invoice Total $4,477.00
Payments/Credits $0.00
Balance Due $4,477.00
Signature:
Email: accounting@allstagepro.com
Garcia, Stephanie
From:
City of Santa Ana < certificate-request@ctrax.jdidata.com >
Sent:
Thursday, May 25, 2023 4:49 PM
To:
Garcia, Stephanie; accounting@allstagepro.com; Isabel. barron@nfp.com; Leon, Monique
Subject:
Internal Notice of Compliance
Follow Up Flag:
Follow up
Flag Status:
Completed
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor TSS, Inc.
Name:
Project TBD (076)
Number:
Project Agreement With TSS, Inc. DBA Allstage Pro, To provide Stage Rental
Name: Services For City's 2023 Juneteenth Event
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI DATE FILE NAME
DATE
23 24 CRT - City
AUTOMOBILE LIABILITY
USUAE279926523 03/29/2024
05/18/2023
of Santa Ana.pdf
23 24 CRT- City
GENERAL LIABILITY
USUEN279926423 03/29/2024
05/18/2023
of Santa Ana.pdf
23 24 Certificate
WORKERS COMPENSATION AND EMPLOYERS'
HSW279142723 03/29/2024
05/18/2023
- City of Santa
LIABILITY
Ana.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
1