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HomeMy WebLinkAboutLIBERMAN BROADCASTING (DBA KWIZ-FM LA RANCHERA 96.7) - 2018City of Santa Ana V� �t Clerk of the Council coTCOffice Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and J amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements City of Santa Ana have been satisfied prior to signing the termination form. ✓ AUG 0 2 2021 Is the agreement(s) a permanent record? Yes_ No Clerk of the Council Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. ^I The agreement with 17 — E M 1,0, 9CA&eM N-2018-055 No. was completed on 4I an►R and final payment has been made. (List all amendments. Use space below if needed.) Department: MS i Phone/Ext.: !,{;2iq Signature: Date: 91 l ) o` cO Revised: 10-18-16 INSURANCE ON FILE It %-i`3 ORK MAY RROCIEM NTU.HISURANCE EVIRS rr-�-18 CLERK OF COUNCIL 2515 DATE:. ^ N N-2018-056 y AGREEMENT TO PROVIDE MEDIA PROMOTIONAL MARI{STING SERVICES v = FOR CITY PRODUCED DIA DE LOS NINOS/DIA DE LOS LIBROS 2018 EVENT o m o. '? This agreement is made and entered into this 17th day of April, 2018 by and between O Liberman Broadcasting dba KWIZ-FM La Rauch= 96.7 ("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 in the field of Media Promotional Marketing Services for the 2018 City. Produced,Dia do Los Niiios/Dia,de Los Libms event ("Event') which will be held on April 21, 2018. 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 consulting firm in the field. NOW TIIEREFORE, 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 provide media promotional marketing services in exchange for participation in the City's 2018 Dia de Los Niiios/Ma de Los Libros Event ("Event') as set forth in the scope of services attached and incorporated as Exhibit A. 2. COMPENSATION City agrees to allow Contractor to agrees to provide media promotional mar o make ane y monetay_paymcnt to Contractor. 3. TERM the event and in exchange, Contractor as set forth in x t rt . City shall not This Agreement shall commence on the date stated above and terminate on April 30, 2018, unless terminated earlier in accordance with Section 13, below. 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 Page I of 6 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. 5. 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 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, including, without limitation, acts involving vehicles. The amounts of 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, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers 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. Worker's Compensation-. hisurance. 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. . c. 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 fall 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 in form 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) Consultant shall supply City with a frilly executed additional insured endorsement. e. If Contractor fails or refuses 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 Page 2 of 6 terminate this Agreement, Such termination shall not effect 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. 6. INDEMNIFICATIONN Contractor agrees to and shall defend, 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 direct or indirect operations of Contractor or its contractors, 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 teens 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. Contractor farther 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. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential acid/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. Page 3 of 6 8. 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. 9. 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 facsimile 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 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) Santa Ana, California 92702 Fax: 714-571-4221 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714-647-6515 To Contractor: Liberman Broadcasting dba KWIZ-FM La Ranchera 96.7 3101 W. 5111 Street Santa Ana, California 92703 Phone:714-265-6353 rsal aado<Ob im ed i a. corn 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 facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued Page 4 of 6 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. 10, 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 terns 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 instrwnent that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor 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. 11. 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 services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon forty-eight (48) hours written notice of termination or if the event cannot take place for circumstances outside the control of City or Contractor including but not limited to weather; local, state or federal emergency, power outage, or traffic/road conditions. 13. 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 or in connection with any activities 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. 14. 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 Page 5 of 6 N-2018-055 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. 15. PROFESSIONAL LICENSES Contractor shall, throughout the tern 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, including without limitation, the California Bureau of Security and Investigative Services. 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: � CITY OF SANTA ANA �� . ARIA D. HUIZAR � RAUL GODINE II SClerk of the Council City Manager APPROVED AS TO FORM: Liberman Broadcasting dba KWIZ-FM La SONIA R. CARVALHO Ranchera 96.7: City Attorney By LAURA A. ROSSINI RICARDO SALG DO Senior Assistant City Attorney Promotional Manager RECOMMENDED FOR APPROVAL: GERARDO MOUET, Executive Director Parks, Recreation & Community Services Agency Page 6 of 6 DIA DE LOS NINOS/DIA DE LOS LIBROS 2018 PARTNERSHIP KW IZ-FM La Ranchera 96.7 FM looks forward to working with the Santa Ana Public Library (SAPL) on a partnership on its upcoming Dia de Los Ninos / Dial de Los Libros event. La Ranchera 96.7 FM is a local radio station based in Santa Ana with a mission to build strong links with the community by raising awareness of local events that benefit the community. The following is an outline of what our partnership would consist of: LA RANCHER 96.7 FM TO PROVIDE: ON -AIR PROMOTION Monday 4/16/17— Saturday 4121117 • (40) :30 second pre-recorded promotional spots • (6) :15 second live mentions on Thurs 4/19 & Fri 4/20 ADDITIONAL PROMOTIONAL SUPPORT • (2) Facebook postings on throughout the on -air promotional period • 2 hour La Ranchera 96.7 Street Team appearance from 10:30am- 12:30pm on day of event. TOTAL PROMOTIONAL VALUE: $9,750 SANTA ANA PUBLIC LIBRARY TO PROVIDE: • La Ranchera 96.7 to be recognized as a media sponsor of event. • (1) 1 0x1 0 space for La Ranchera 96.7 tent on day of event • The opportunity for La Ranchera 96.7 to bring up to two (2) 3rd party clients to participate in the event and contribute with an exhibition that relates to the event theme with an educational purpose We look forward to working with you on this exciting partnership opportunity! Sincerely, Richard Salgado Promotions Manager KWIZ-FM La Ranchera 96.7 Office: (714) 265-6323 Fax: (714) 265-6363 ACCEPTED BY: x I Santa Ana Public Library Representative Signature Date Print Name & Title ACCIII 2i7® II CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDNYYY) 04/0512018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 818-836-5800 Lockton Insurance Brokers, LLC 818-721-5800rrAMEle 16633 Ventura Blvd., Ste. 1300 ONTACT Tina Pastorius PAx o Ext: 818-836-5816 Alc No: 818-721 -5816 A/C No, Encino, CA 91436 Eool ESS: tpastorius@lockton.com INSURERS AFFORDING COVERAGE NAICA NSURER A: New York Marine & General Insurance Co. 16608 INSURED LBI'Media, Inc. NSURER B: 1845 Empire Avenue NSURER C', NSURER D: Burbank, CA 91504 N-2018-055 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MMIDDIVVYV POLICY EXP MM/DD IYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE !6 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE x❑OCCUR ❑ ❑ PK201700012085 11/01/17 11/01/18 DAMAGE TO RENTED PREMISES Ea occurrence 100000 MED EXP(Any one person) 5,000 PERSONAL& ADV INJURY 1,000,000 GENERAL AGGREGATE 2,000,000 GENT_ AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG 2,000,000 PRO- % POLICY JECT LOC LIABILITY ❑ ❑ AU201700014269 11/01/17 11/01/18(Ee COMBINED SINGLE LIMIT6 accident)ANY 1,0D0,000 BODILY INJURY (Per person) AUTO Physical Damage AALL rMOBILE OWNED SCHEDULED AUTOS$1000 Deductible Comprehensive BODILY INJURYAUTOS (Per accident) HIREDAUTOS X NON -OWNED AUTOS $100000IIISIon PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAa EXCESS LIAB X OCCUR CLAIMS -MADE ❑ ❑ UM201700006179 11/01/17 11/01/18 EACH OCCURRENCE 10,000,000 AGGREGATE 10,000,000 DIED I % RETENTION$ 10000 A ORKERS COMPENSATION FND EMPLOYERS' LIABILITY YIN NY PROPRIETOR/PARTNER/EXECUTIVE I OFFICE/MEMBER EXCLUDED? (Mandatory In NH) Jf yes, desctlbe under DESCRIPTION OF OPERATIONS below N/A ❑ WC201800016600 EVIDENCE ONLY 03/04/18 03/04/19 '`>j X C STATU- ORY LIMITS OTH- ER E.L WACCIDENT 1�000�QQQ i. ISEA;LCEA EMPLo . E 1,000,000 E.L. DISEASE -PO IMIT !6 1,000,000 �(h DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is d e`qN ,°AS/-1�ROM RE: EVENT - CITY OF SANTA ANA CINCO DE MAYO FESTIVAL 2018 AND EVENT: DIA 10AM — 12NOON AT SANTA ANA PUBLIC LIBRARY, 26 CIVIC CENTER PLAZA, SANTA ANA, CA 92701 The City of Santa Ana, Its officers, employees, agents, and representatives are included as an Addl#ail Insured. Includes 30-day notice of cancellation. Coverage is primary and non-contributory. Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 CIVIC CENTER PLAZA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO BOX 1988, 1 SANTA ANA, CA 92701 AUTHORIZED REPRESENTATIVE / {atho ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/06) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PK201700012085 COMMERCIAL GENERAL LIABILITY CG 20 12 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION - PERMITS CAR AUTHORIZATIONS This endorsement modifies insurance provided under the follow ring: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Politics Subdivision: The City of Santa Ana, its officers, employees, agents, and representatives are included as an Additional Insured. CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, PO BOX 1988, M-16, SANTA ANA, CA 92701 Information required to complete this Schedule, if not shown a love, will be shown in the Declarations. Section If — Who Is An Insured is amended to in- clude as an insured any state or governmental agency or subdivision or political subdivision shown in the Schedule, subject to the following provisions: 1. This insurance applies only with respect to opera- tions performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or au- thorization. 2. This insurance does not apply to: a. 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or III "Bodily injury" or "property damage" included within the "products -completed operations hazard". \CC e CG 2012 05 09 Q Insurance Services Office, Inc., 2008 Page 1 of 1 13 POLICY NUMBER: PK201700012085 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other (2) You have agreed in writing in a contract Insurance Condition and supersedes any or agreement that this insurance would be provision to the contrary: primary and would not seek contribution from any other insurance available to the Primary and Non-contributory Insurance additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and