Bell Event Services (2007) AGREEMENT BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BELL EVENT SERVICES FOR THE
PROMOTION AND CONDUCT OF A JULY 4TH CELEBRATION AT
POINT VICENTE PARKICIVIC CENTER
This agreement (the "Agreement") is made and entered into this 644 Day of
FNc7 , 2007, 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 "Consultant").
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.
B. The City is desirous of continuing to conduct the Event for the benefit and
enjoyment of its residents and the general public, and further, City is desirous to retain
the services of Consultant to manage and produce the Event.
NOW, THEREFORE the City and Consultant do hereby agree as follows:
1. TERM: The term of this Agreement is for two years, commencing
upon CP'"' 2007, and endingupon frIo:vi1 6 ' , 2009. This Agreement may
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be extended, renewed or revised for services connected with the Event to be held in
years after 2009 as the parties hereinafter mutually agree in writing.
2. SCOPE OF DUTIES:
A. CITY: The City shall provide Consultant with the following:
1 a. Access to the Event site and City equipment, including but not
limited to canopies; power cords and electricity.
B. CONSULTANT: Consultant shall perform all duties necessary to plan,
promote, coordinate, and operate the Event. Specifically, Consultant's
scope of duties shall include, but shall not be limited to, the following
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specific tasks:
1 b. Consultant shall hire and manage all Event staff, contract with
vendors and services, and generally oversee the operation of the
Event;
2b. Consultant shall design (incorporating patriotic decorations) and
layout the venue for the Event;
3b. Consultant shall coordinate security, maintenance and
transportation for the Event;
4b. Consultant shall supervise set-up, manage the Event, and oversee
tear down and clean up. Advance setup for the Event, including all
Consultant personnel, vehicles, and Event equipment will be
limited to four(4) calendar days prior to the Event. All Consultant
personnel, vehicles, and Event equipment, shall be removed from
the site within three (3) calendar days of the Event.
5b. Consultant shall book and schedule entertainment, including
patriotic music, at appropriate intervals, manage all promotional
activities, and make recommendations to the City as the need
arises;
6b. Consultant shall represent the City in matters pertaining to the
operation and marketing of the Event;
7b. Consultant 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, 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 April, monthly financial and
progress reports are to be provided to the City's Director of
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Recreation and Parks. The final report and invoice shall be due to
the Director not later than August 31st each year.
3. FEE: In consideration for producing and managing the Event on behalf
of the City, Consultant shall receive a management fee not to exceed $10,000. If
revenues from the event are not sufficient to cover the out-of-pocket costs of producing
the event and the management fee, the City shall pay the difference to Consultant, not
to exceed the management fee plus an additional maximum reimbursement to
Consultant of$10,000. The City's total payment to Consultant shall not exceed
$20,000.
In addition, Consultant shall receive a twenty percent (20%) commission on all
sponsor sales generated solely by Consultant, and an incentive bonus not to exceed
twenty percent (20%) of the net profit, if any, generated by each event. Net profit is
defined as the amount of revenue raised from the Event, including fees received from
any vendor or participant, which exceed the cost of producing the Event, including the
management fee. City-generated sponsorship or donations are not to be included as
Event revenue by Consultant.
4. PAYMENT: Any payment due to Consultant from the City shall be due
and payable upon presentation by Consultant to the City of an invoice and a final
accounting of the Event revenues and expenditures. Such request for payment shall
be presented to the City Council at the next Council meeting where it is feasible to
include such warrant on the agenda. A ten percent (10%) interest penalty shall be paid
to Consultant if such invoice is not paid within sixty (60) days of submittal to the City.
Consultant shall pay to the City, upon presentation of the final accounting of the event,
which shall occur no later than August 31 of each year, eighty percent (80%) of all net
profits, as defined above and any prepayment amount recovered. The remaining
twenty percent (20%) of net profits shall be retained by Consultant.
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5. RETENTION AND AUDIT OF RECORDS: During the term of this
Agreement, Consultant shall retain accurate books and records of all activities,
including documentation of all expenses, related to or conducted or incurred in
connection with the Event. Upon 24-hour prior notice, Consultant shall make all
records, invoices, time cards, costs control sheets and other records maintained by
Consultant in connection with this Agreement available to the City for review and audit
by the City. The City may conduct such review and audit at any time during
Consultant's regular business hours.
6. RELATIONSHIP OF THE PARTIES: Consultant is, and shall at all
times remain as to City, a wholly independent contractor. Consultant 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 Consultant or any of Consultant's
employees, except as set forth in this Agreement. Consultant 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 so as to deprive Consultant of any and all defenses or
immunities available to public officials acting in their official capacities. Consultant
agrees to pay all required taxes on amounts paid to Consultant 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. Consultant shall fully comply with the workers'
compensation laws regarding Consultant and Consultant's employees. Consultant
further agrees to indemnify and hold City harmless from any failure of Consultant to
comply with applicable workers' compensation laws. City shall have the right to offset
against the amount of any fees due to Consultant under this Agreement any amount
due to City from Consultant as a result of Consultant's failure to promptly pay to City
any reimbursement or indemnification arising under this Section 6.
7, INDEMNIFICATION:
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7.1 CITY: To the fullest extent permitted by law, City agrees, at its sole
cost and expense, to indemnify, defend and hold harmless Consultant, and its officers,
agents, and employees from any and all liability or financial loss, including legal
expenses and costs of expert witnesses and consultants, 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 or indirectly, from the willful
misconduct, negligent acts, errors or omissions of City, including and its elected and
appointed officials, officers, attorneys, agents, employees, designated volunteers,
successors and assigns, in the performance of this Agreement, or from the conduct of
the Event on city-owned property. City agrees that its covenant under this Section 7.1
shall survive the termination of this Agreement.
7.2 CONSULTANT: To the fullest extent permitted by law,
Consultant agrees, at its sole cost and expense, to indemnify, defend and hold
harmless City, and its elected and appointed officials, officers, attorneys, agents,
employees, designated volunteers, successors and assigns, from any and all liability or
financial loss, including legal expenses and costs of expert witnesses and consultants,
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 or indirectly,
from the willful misconduct, negligent acts, errors or omissions of Consultant, including
its officers, agents, employees, subcontractors or any person employed by Consultant,
in the performance of this Agreement. Consultant agrees that Consultant's covenant
under this Section 7.2 shall survive the termination of this Agreement.
8. INSURANCE:
8.1 CITY: It is agreed that the City shall maintain during the term of
this agreement in full force, its participation in the liability self-insurance and loss-
pooling program which is administered by the Southern California Joint Powers
Insurance Authority, or other comparable insurance and shall name Consultant as an
additional insured in connection with the conduct of the event. Consultant shall also
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name the City as additional insured in connection with its conduct of the event.
8.2 CONSULTANT: It is further agreed that Consultant shall, at all
times during the term of this Agreement, carry, maintain, and keep in full force and
effect, with an insurance company admitted to do business in California, rated "A" or
better in the most recent Best's Key Insurance Rating Guide, and approved by City, a
policy or policies of broad-form commercial general liability insurance with minimum
limits of$1,000,000 combined single limit coverage against any injury, death, loss or
damage as a result of wrongful or negligent acts by Consultant, its officers, employees,
agents, and independent contractors in performance of services under this Agreement.
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 coverages and automobile coverages with respect to liabilities arising
out of Consultant's work under this Agreement. 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. Consultant's insurance coverages shall be
confirmed by execution of endorsements on forms acceptable to City's Risk Manager.
Consultant 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. The completed endorsements are subject to the approval of City. If
for 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 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. Consultant shall be paid for services satisfactorily rendered to
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the last working day the Agreement is in effect, and Consultant shall deliver all
materials, reports, documents, notes, or other written materials compiled through the
last working day 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 Consultant's and City's regular business hours or by facsimile before or
during Consultant's regular business hours; or (b) on the third business day following
deposit in the United States mail, postage prepaid, to the addresses heretofore set
forth in the Agreement, or to such other addresses as the parties may, from time to
time, designate in writing 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 90274
If to Consultant: Bell Event Services
531 Main St. #229
El Segundo, CA 90245
11. SAFETY AND COMPLIANCE WITH LAWS: In the performance of this
Agreement, Consultant shall abide by and comply with any and all applicable safety
standards, professional or technical standards, and all applicable federal, state and
local laws, ordinances, codes and regulations.
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
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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 Consultant constitute or be
construed as a waiver by City of any breach of covenant, or any default which may then
exist on the part of Consultant, 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, represent the entire and
integrated agreement between Consultant and City. This Agreement supersedes all
prior oral or written negotiations, representations or agreements. This Agreement may
not be amended, nor any provision or breath hereof waived, except in a writing signed
by the parties which expressly refers to this Agreement.
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
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211.tdfr' ,W1
Tom Long, Mayor Mike Bell, Principal
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ATTEST:
-CiLstariabice..71:2tcti-1
Carolynn PtItru, City Clerk
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