Bell Event Services - FY2014-001 It l J
AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BELL EVENT SERVICES TO PROMOTE AND CONDUCT THE ANNUAL JULY 4TH
CELEBRATION AT POINT VICENTE PARK/CIVIC CENTER
This agreement (the "Agreement") is made and entered into this 14th day of
May, 2014, by and between the City of Rancho Palos Verdes, a California municipal
corporation (hereinafter referred to as "City"), and Bell Event Services, a sole
proprietorship (hereinafter referred to as "Contractor").
This contract is entered into by the parties in consideration of the following facts:
A. The City has conducted an annual July 4th Celebration (the "Event") for the
benefit and enjoyment of its residents and the general public.
B. The City wishes to continue conducting the Event and further, City wishes to
retain the services of Contractor to produce, manage and conduct the Event.
NOW, THEREFORE City and Contractor do hereby agree as follows:
1. TERM: The term of this Agreement is for five years, commencing on May
14, 2014, and ending on October 1, 2018.
2. SCOPE OF DUTIES:
A. CITY: City shall provide Contractor with the following:
Access to the Event site and City equipment, including, but not limited to, canopies,
power cords and electricity.
B. CONTRACTOR: Contractor shall perform all duties necessary to plan, promote,
coordinate, and operate the Event. Specifically, Contractor's scope of duties shall
include, but shall not be limited to, the following specific tasks:
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1. Contractor shall hire and manage all Event staff, shall contract with
vendors and for services and supplies, and shall generally oversee the
operation of the Event;
2. Contractor shall design (incorporating a patriotic theme and
decorations) and layout the venue for the Event;
3. Contractor shall coordinate security, maintenance and transportation
for the Event;
4. Contractor shall supervise the set-up for the Event, manage the Event,
and oversee the tear down and cleanup activities. Advance setup for
the Event, including all Contractor personnel, vehicles, and Event
equipment will be limited to four (4) calendar days prior to the Event.
All Contractor personnel, vehicles, and Event equipment, shall be
removed from the Event site within three (3) calendar days after the
Event.
5. Contractor shall book and schedule all entertainment, including
patriotic music (at appropriate intervals), shall manage all promotional
activities, and shall make recommendations to the City as the need
arises;
6. Contractor shall operate and market the Event on behalf of City;
7. Contractor shall manage all Event finances and account to the City for
all revenues and expenditures. This task will include receiving and
recording all participation fees, paying all Event expenses, including,
but not limited to, management, labor, supplies, rentals and services in
connection with the Event, regardless of whether payment is required
in advance or at the conclusion of the Event. Such financial
management is to be handled in a systematic manner. In advance of
the Event, beginning in May, Contractor shall provide monthly financial
and progress reports to the City's Director of Recreation and Parks.
The final report and invoice shall be due to the Director not later than
August 31st of each year following the Event.
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3. FEE: In consideration for producing and managing the Event on behalf of City,
Contractor shall receive a management fee not to exceed the following amounts:
$12,200 in 2014; $12,500 in 2015; $12,500 in 2016; $12,800 in 2017, and $12,800 in
2018. If revenues from the Event are not sufficient to cover Contractor's out-of-pocket
costs of producing the Event plus the management fee, the City shall pay the difference
to Contractor, not to exceed the annual management fee plus an additional
reimbursement to Contractor for its expenses, not to exceed $10,600 for each Event.
All income generated by the event belongs to City. Contractor shall promptly remit to
City any net income, which is income that exceeds Contractor's cost of producing the
event and Contractor's management fee, as defined above. Contractor shall pay any
net income to City at the same time that Contractor submits its final accounting to City,
which shall occur on or before August 31St of each year that an Event is held. City may
solicit sponsors for the Event, and City shall retain all sponsorship fees.
4. PAYMENT: On or before August 31st of each year when an Event is held,
Contractor shall present to City an invoice and a complete final accounting of the
Event's revenues and expenditures. Contractor's accounting and invoice requesting
payment shall be presented to the City Council at the next Council meeting when it is
feasible to include such warrant on the agenda, as determined by City Staff. A ten
percent (10%) interest penalty shall be paid to Contractor if such invoice is not paid by
the City within sixty (60) days of submittal of Contractor's invoice and complete final
accounting to the City.
5. RETENTION AND AUDIT OF RECORDS: During the term of this
Agreement, Contractor shall retain accurate books and records of all activities, including
documentation of all expenses, related to or incurred in connection with the Event.
Upon twenty-four hours prior written notice from City, Contractor shall make all records,
invoices, time cards, cost control sheets and other records maintained by Contractor in
connection with this Agreement available to the City for review and audit by the City,
which City may conduct at any time during Contractor's regular business hours.
6. RELATIONSHIP OF THE PARTIES: Contractor is, and shall at all times
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remain as to City, a wholly independent contractor. Contractor shall have no power to
incur any debt, obligation, or liability on behalf of City. Neither City nor any of its agents
shall have control over the conduct of Contractor or any of Contractor's employees,
except as set forth in this Agreement. Contractor shall not, at any time, or in any
manner, represent that it or any of its officers, agents or employees are in any manner
employees of City, provided, however, that nothing contained in this provision shall be
construed or interpreted to deprive Contractor of any and all defenses or immunities
available to public officials acting in their official capacities. Contractor agrees to pay all
required taxes on amounts paid to Contractor under this Agreement, and to indemnify
and hold City harmless from any and all taxes, assessments, penalties, and interest
asserted against City by reason of the independent contractor relationship created by
this Agreement. Contractor and its vendors shall fully comply with the workers'
compensation laws regarding Contractor and Contractor's employees. Contractor
further agrees to indemnify and hold City harmless from any failure of Contractor or its
vendors to comply with applicable workers' compensation laws. City shall have the
right to offset against the amount of any fees due to Contractor under this Agreement
any amount due to City from Contractor as a result of Contractor's failure to promptly
pay to City any reimbursement or indemnification arising under this Section 6.
7. INDEMNIFICATION:
7.1 CITY: City agrees, at its sole cost and expense, to indemnify, defend and hold
Contractor, and its officers, agents, and employees harmless from any and all liability or
financial loss, including legal expenses and costs of expert witnesses and contractors,
resulting from any suits, claims, losses or actions brought by any person or persons, by
reason of injury to persons or property arising or claimed to arise, directly from the
willful misconduct, negligent acts, errors or omissions of City, including its elected and
appointed officials, officers, attorneys, agents, employees, designated volunteers,
successors and assigns. City agrees that its covenant under this Section 7.1 shall
survive the termination of this Agreement.
7.2 CONTRACTOR: Contractor agrees, at its sole cost and expense, to indemnify,
defend and hold City, and its elected and appointed officials, officers, attorneys, agents,
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employees, designated volunteers, successors and assigns, harmless from any and all
liability or financial loss, including legal expenses and costs of expert witnesses and
contractors, resulting from any suits, claims, losses or actions brought by any person or
persons, by reason of injury to persons or property arising or claimed to arise, directly
from the willful misconduct, negligent acts, errors or omissions of Contractor, including
its officers, agents, employees, subcontractors, vendors or any person employed or
retained by Contractor, in the performance of this Agreement. Contractor agrees that
Contractor's covenant under this Section 7.2 shall survive the termination of this
Agreement.
8. INSURANCE:
8.1 CITY: During the term of this Agreement, City shall maintain in full force, its
participation in the liability self-insurance and loss-pooling program, which is
administered by the California Joint Powers Insurance Authority, or other comparable
insurance. City's insurance shall be secondary to the insurance provided by Contractor
pursuant to this Agreement.
8.2 CONTRACTOR:
(a) Contractor agrees to maintain in force at all times during the performance of work
under this Agreement worker's compensation insurance as required by law. Contractor
shall require any subcontractors and vendors similarly to provide such worker's
compensation insurance for their respective employees.
(b) Contractor shall, at all times during the term of this Agreement, carry, maintain, and
keep in full force and effect, a policy or policies of Commercial General Liability
Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence
and two million dollars ($2,000,000) general aggregate for bodily injury, death, loss or
property damage resulting from the performance of services under this Agreement by
Contractor, its officers, employees, agents, vendors and independent contractors. Said
policy or policies shall be issued by an insurer admitted or authorized to do business in
the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or
better.
(c) Any of Contractor's vendors or independent contractors that provide helicopter rides
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as part of an Event shall, at all times during the term of this Agreement, carry, maintain,
and keep in full force and effect, a policy or policies of Commercial General Liability
Insurance, with minimum limits of two million dollars ($2,000,000) for each occurrence
and five million dollars ($5,000,000) general aggregate for bodily injury, death, loss or
property damage resulting from the performance of services under this Agreement.
Said policy or policies shall be issued by an insurer admitted or authorized to do
business in the State of California and rated in A.M. Best's Insurance Guide with a
rating of A:VII or better. If said insurance is not obtained by the vendor or independent
contractor and the endorsements so stating are not provided to City prior to the Event,
then the helicopter rides shall not be conducted in connection with the Event.
(d) Contractor shall, at all times during the term of this Agreement obtain, maintain, and
keep in full force and effect, a policy or policies of Automobile Liability Insurance, with
minimum combined single limits coverage of One Million ($1,000,000) covering any
vehicle utilized in the performance of services under this Agreement. Said policy or
policies shall be issued by an insurer admitted or authorized to do business in the State
of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better.
(e) City, its officers, employees, attorneys, and designated volunteers shall be named
as additional insureds on the policy(ies) as to commercial general liability bodily injury
and property damage coverage and automobile coverage with respect to liability
relating to activities performed by Contractor in connection with this Agreement.
(f) Each insurance policy required by this Section shall be endorsed as follows: (1) the
insurer waives the right of subrogation against City and its officers, employees, agents
and representatives; (2) the policies are primary and non-contributing with any
insurance that may be carried by City; and (3) the policies may not be canceled or
materially changed except after thirty (30) days prior written notice by insurer to City.
Contractor's insurance coverage shall be confirmed by execution of endorsements on
forms acceptable to City's Risk Manager. Contractor shall file the completed policy
endorsements with City on or before the Effective Date of this Agreement, and shall
thereafter maintain current endorsements on file with City during the term of this
Agreement. The completed endorsements are subject to the approval of City. If for
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any reason it shall not be possible to obtain endorsements on City's forms, the
underlying insurance policies are nonetheless required to include the terms and
conditions set forth on City's forms unless otherwise agreed to by the City Manager.
9. TERMINATION: Either party may terminate this Agreement for any reason
without penalty or obligation on two hundred seventy (270) days prior written notice to
the other party. Contractor shall be paid for services satisfactorily rendered through the
last working day this Agreement is in effect, and Contractor shall deliver all materials,
reports, documents, notes, or other written materials compiled through the last working
day that the Agreement is in effect. Neither party shall have any other claim against the
other party by reason of such termination.
10. NOTICES: Any notices, bills, invoices, or reports required by this Agreement
shall be given by first class U.S. mail or by personal service. Notices shall be deemed
received on (a) the day of delivery, if delivered by hand or overnight courier service
during Contractor's and City's regular business hours, or by facsimile before or during
Contractor's regular business hours; or (b) on the third business day following deposit in
the United States mail, postage prepaid, to the addresses set forth below, or to such
other addresses as the parties may, from time to time, designate in writing pursuant to
notice provided pursuant to the provisions of this section. All notices shall be delivered
to the parties are the following addresses:
If to City: Director of Recreation and Parks
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, California 90275
If to Contractor: Bell Event Services
531 Main St. #229
El Segundo, CA 90245
11. SAFETY AND COMPLIANCE WITH LAWS: In the performance of this
Agreement, Contractor shall comply with any and all applicable safety standards,
professional or technical standards, and all applicable federal, state and local laws,
ordinances, codes and regulations.
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12. Non-Waiver of Terms, Rights and Remedies: Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall
the making by City of any payment to Contractor constitute or be construed as a waiver
by City of any breach of any covenant or any default, which may then exist on the part
of Contractor, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
13. ATTORNEY'S FEES: In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover
its costs of suit, including reasonable attorney's fees.
14. INTEGRATION AND AMENDMENT: This Agreement, and any other
documents incorporated herein by specific reference, represents the entire and
integrated agreement between Contractor and City. This Agreement supersedes all
prior oral or written negotiations, representations or agreements. This Agreement may
not be amended, nor any provision or breach hereof waived, except in a writing signed
by the parties, which expressly refers to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CITY OF RANCHO PALOS VERDES BELL EVENT SERVICES
_Ala AU
. ic, Mayor Michael Bell, Principal
ATTEST:
./5///4
Carla Morreale, City Clerk
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