Bell Event Services Inc - FY2019-008 CITY OF RANCHO PALOS VERDES
CONTRACT SERVICES AGREEMENT FOR THE PRODUCTION OF
THE 2019 JULY 4TH CELEBRATION AT POINT VICENTE PARK/CIVIC
CENTER
THIS PROFESSIONAL SERVICES AGREEMENT (herein "Agreement") is made and
entered into this 1st day of April, 2019, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and BELL EVENT SERVICES, INC., A
California corporation(herein"Contractor").
NOW,THEREFORE,the parties hereto agree as follows:
1. SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Contractor shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 California Labor Law. If the Scope of Services includes any "public
work" or"maintenance work," as those terms are defined in California Labor Code section 1720
et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total
compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and
comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq.,
and all other applicable laws.
1.4 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.5 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in the "Special Requirements"
attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a
conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the
provisions of Exhibit"B" shall govern.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit"C"and incorporated herein by this reference,but not exceeding the maximum
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contract amount of$24,999 (Twenty Four Thousand Four Hundred Ninety Nine DoBars)
("Contract Sum").
2.2 Invoices. Contractor shall furnish to City original invoices for all work
performed and expenses incurred in a form approved by City's Director of Finance. By
submitting an invoice for payment under this Agreement, Contractor is certifying compliance
with all provisions of the Agreement. A final invoice should be provided no later than 30 days
after certifying compliance with all provisions of the agreement. City shall independently review
each invoice submitted by the Contractor to determine whether the work performed and expenses
incurred are in compliance with the provisions of this Agreement. Except as to any charges for
work performed or expenses incurred by Contractor which are disputed by City, City will use its
best efforts to cause Contractor to be paid within forty five (45) days of receipt of Contractor's
correct and undisputed invoice; however, Contractor acknowledges and agrees that due to City
warrant run procedures, the City cannot guarantee that payment will occur within this time
period. In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Contractor for correction and resubmission. Review and payment by the City
of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies
provided herein or any applicable law.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work. No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum
for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of the Contractor. Any increase in compensation
of up to ten percent(10%)of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto
as Exhibit "D" and incorporated herein by this reference. When requested by the Contractor,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty(30)days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
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riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Contractor shall within ten (10) days of the commencement of such
delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Contractor be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Contractor's sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement,this Agreement shall continue in full force and effect until completion of the services
but not exceeding 1 years from the da e hereof, except as otherwise provided in the Schedule of
Performance(Exhibit"D").
4. COORDINATION OF WORK
4.1 Representative of Contractor. Mike Bell is hereby designated as being
the representative of Contractor authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Contractor and any authorized agents shall be under the exclusive direction of the representative
of Contractor. Contractor shall utilize only competent personnel to perform services pursuant to
this Agreement. Contractor shall make every reasonable effort to maintain the stability and
continuity of Contractor's staff and subcontractors, and shall keep City informed of any changes.
4.2 Contract Officer. Mona Dill, or such person as may be designated by the
City Manager, is hereby designated as being the representative the City authorized to act in its
behalf with respect to the work and services specified herein and to make all decisions in
connection therewith("Contract Officer").
4.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City.Any such prohibited assignment or transfer shall be void.
4.4 Independent Contractor. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth. Contractor shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role. Contractor shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City, or that it is a member of a joint
enterprise with City.
5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. Without limiting Contractor's indemnification of
City, and prior to commencement of any services under this Agreement, Contractor shall obtain,
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•
provide and maintain at its own expense during the term of this Agreement,policies of insurance
of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Contractor arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Contractor shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Contractor agrees to maintain continuous coverage through a period no less than
three(3)years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Contractor shall maintain Workers'
Compensation Insurance(Statutory Limits)and Employer's Liability Insurance (with limits of at
least$1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement_ City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Contractor shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
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property, which may arise from or in connection with the performance of the Services hereunder
by Contractor, its agents,representatives,employees or sub-contractors.
(c) Primary/noncontributing. Coverage provided by Contractor shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City's tights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient
to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A-(or higher)and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its sub-contractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Contractor of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for 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.
(i) Notice of cancellation. Contractor agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
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nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Contractor's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Contractor agrees to ensure that its subcontractors,
and any other party involved with the project who is brought onto or involved in the project by
Contractor, provide the same minimum insurance coverage and endorsements required of
Contractor. Contractor agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of
this section. Contractor agrees that upon request, all agreements with Contractors,
subcontractors,and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Contractor ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Contractor, the City and Contractor may renegotiate
Contractor's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Contractor's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification. To the full extent permitted by law, Contractor agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified
Parties") against, and will hold and save them and each of them harmless from, any and all
actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or
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property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or
threatened (herein "claims or liabilities")that may be asserted or claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Contractor, its officers, employees, agents, subcontractors, invitees,
or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from
Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or
indemnitors' negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or liabilities occurring as a result of City's sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Contractor and shall survive termination of this Agreement.
6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records. Contractor shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
"books and records"), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder. The Contract
Officer shall have full and free access to such books and records at all times during normal
business hours of City, including the right to inspect, copy, audit and make records and
transcripts from such records.
6.2 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Contractor in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Contractor. Contractor shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b) Contractor shall not,without prior written authorization from the Contract
Officer or unless requested by the City Attorney, voluntarily provide documents, declarations,
letters of support, testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement. Response to a subpoena or court order
shall not be considered"voluntary"provided Contractor gives the City notice of such court order
or subpoena.
(c) If Contractor provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Contractor
for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Contractor's conduct.
(d) Contractor shall promptly notify the City should Contractor be served with
any summons, complaint, subpoena,notice of deposition, request for documents, interrogatories,
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request for admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. The City retains the right, but has
no obligation, to represent Contractor or be present at any deposition, hearing or similar
proceeding. Contractor agrees to cooperate fully with the City and to provide the City with the
opportunity to review any response to discovery requests provided by Contractor.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files,reports,records,drawings, specifications,maps,designs,photographs,documents and other
materials (the "documents and materials") prepared by Contractor in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
Moreover, Contractor with respect to any documents and materials that may qualify as "works
made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
"works made for hire"for the City.
7. ENFORCEMENT OF AGREEMENT AND TERNIINATION
7.1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California. Legal actions concerning any dispute, claim or matter arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively
in the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default. In the event that Contractor is in default under the
terms of this Agreement,the City shall not have any obligation or duty to continue compensating
Contractor for any work performed after the date of default. Instead, the City may give notice to
Contractor of the default and the reasons for the default. The notice shall include the timeframe
in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant. During the period of time that Contractor is in
default, the City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. If Contractor does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement. Notwithstanding any contrary provision herein, Contractor shall file a statutory
claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any
legal action under this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement,the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
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7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Contract at any time, with or
without cause, upon thirty (30) days' written notice to Contractor, except that where termination
is due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate
this Contract at any time, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer. In the event the Contractor has initiated termination, the Contractor shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder,but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
"C". In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Contractor. If termination is due to the failure
of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the same to completion by
contract or otherwise, and the Contractor shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Contractor for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
8. NIISCELLANEOUS
8.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs,executors,assigns and all persons claiming under or through them,that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin,
ancestry, or other protected class in the performance of this Agreement. Contractor shall take
affirmative action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, gender, sexual orientation,
marital status,national origin, ancestry,or other protected class
8.2 Non-liability of City Officers and Employees.No officer or employee of
the City shall be personally liable to the Contractor, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Contractor or
to its successor,or for breach of any obligation of the terms of this Agreement.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
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the City,to the City Manager and to the attention of the Contract Officer(with her/his name and
City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the
case of the Contractor, to the person(s) at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two(72)hours from the time of mailing if mailed as provided in this Section.
8.4 Integration; Amendment. It is understood that there are no oral
agreements between the parties hereto affecting this Agreement and this Agreement supersedes
and cancels any and all previous negotiations, arrangements, agreements and understandings, if
any, between the parties, and none shall be used to interpret this Agreement. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver.No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement.
8.7 Attorneys' Fees. If either party to this Agreement is required to initiate
or defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,
whether or not the matter proceeds to judgment.
8.8 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
8.9 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official,officer,or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
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association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which(s)he is directly or indirectly interested,or in violation of any
State or municipal statute or regulation. The determination of "financial interest" shall be
consistent with State law and shall not include interests found to be "remote" or"non-interests"
pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that
it has not paid or given, and will not pay or give, to any third party including, but not limited to,
any City official, officer, or employee, any money, consideration, or other thing of value as a
result or consequence of obtaining or being awarded any agreement. Contractor further warrants
and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration,or other thing of value to
any third party including, but not limited to, any City official,officer, or employee, as a result of
consequence of obtaining or being awarded any agreement. Contractor is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of
money, consideration, or other thing of value will render this Agreement void and of no force or
effect.
Contractor's Authorized Initials
8.11 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound. This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
[Signatures on The Following Page]
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Doug Willmore,City Manager
ATTEST:
mi y Colborn,�ity Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER, LLP
‘0.
William W.Wyn ,City Attorney
CONTRACTOR:
Bell Event Services, Inc.
By: 4,6„ -- Ate(
Name:Mike Bell
Title:Preside • •
By: , `
`ame: Ti.. Campbell
Title: V - President/Operations Mgr/
Address: 2945 Calle Lacota Drive.
Thousand Oaks,CA 93160
Two corporate officer signatures required when Contractor is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.
01203.0006/544108.5 12
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the t uthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
041,253;g0#, A, 2019 before mel ,�'i M�4ersonally appeared/X (V p id/proved to me on
the bass of satisfactory evidence be the person(s)whose nam s)eare subscribed to the within instrument and
hhlrnowledged to me that('she/they executed the same int /her/their authorized capacity( s), and that by
'her/their signature&on the instrument the person(, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
JUDITH A. STEENS
V
Comm.No.2208127 g
WITNESS my hand and official seal. / h'`': ' LOS ANSLES c7; NOTARY UC-CAONTY P
,.-1 ,
My Comm.Ems.AUG. TY 2021
Signature. 1,e-li
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
I'I'ILE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/544108.5 mgw
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTYOFLOS ANGELES n�
On 6 2019 before me, 0,1764,- ersonally ape . edM iCAQl/ //°2l/ , proved to me on
the basi�factory evidence�person(s)whose names(s)e)• ., ubscribed to the within instrument and
acknowledged to me that(Pshe/they executed the same ina 'her eir authorized capacity(t ), and that by
(her/their signature)) on the instrument the person(, or the entity upon behalf of which the personN acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
JUDITH A. STEVENS
WITNESS my hand and official sealc ;T' ;= Comm.No.2208127 _
ROTARY PUBLIC-CAUFORMA
Signature: RI/4a,
.-6/12-0-144-/ �';r My Comm.Exp.AUG.27.2021
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
El CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
0 GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER - - -- DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/544108.5 mgw
EXHIBIT"A"
SCOPE OF SERVICES
I. Contractor will perform the following services:
A. Event Details.Produce a family-centered Fourth of July Event lasting from 11:00
a.m.to 5:00 p.m.on July 4th,2019,at 30940 Hawthorne Blvd,Rancho Palos
Verdes,California 90275,commonly known as"Point Vicente Park."The event
shall include,but not be limited to the following components. Substitute elements
can be used with the approval of the City's Contract Officer:
1. The following entertainment elements:
a. Provide a minimum of five rides, including a Train Ride,a Bounce
Castle,a Giant Slide,a Bungie Jump,and a Spinning Bucket Ride.
Alternative rides may be approved by the Contract Officer
b. Pony Rides
c. A Petting Zoo
d. Art and Craft Vendors
e. Food Booths
f. Stage Entertainment
g. A Marionette Show
h. Lady Liberty Stilt Walker
i. Midway Games
2. The following event management elements:
a. Cash/Ticket Sale Management
b. Parking Management
c. Radios for Event and City staff
B. Event Set-Up. Set up tables,chairs and City-provided canopies for non-profit
organizations. Contractor to provide the following equipment,fees,services,and
vendors, including but not limited to the following:
1. Stage Rental 16' x 24' x 24" QTY: 1
a. Astroturf
01203.0006/544108.5 mgw
b. Stage step 24"QTY: 1
c. Sidewall 12' QTY: 1
d. Festival top for stage 20' x 20' QTY: 1
2. Dance floor 28' x 30' QTY: 1
3. Chairs QTY: 380
4. Round Tables&Table Covers QTY: 30
5. 8' Banquet Tables&Covers QTY: 47
6. 6' Kids' Tables QTY: 6
7. Kids' Chairs QTY:36
8. Umbrellas&Bases QTY: 30
9. White Picket Fence 8' by length QTY: 3
10. White Picket Fence 4' by length QTY: 10
11. Festival Canopy with 3 sides and 3' height pony wall 10' x 10' QTY: 1
12. Midway Games&Prizes(as space allows) QTY:4(Minimum)
13. Petting Zoo,Pony Rides, Kiddie Train(or reasonable replacements)
a. 1 Each
14. Entertainment
a. Live Band(1 for 2 hours, minimum)
b. Entertainment for Kids(1 for 30 minutes,minimum)
c. Contractor shall provide patriotic background music as the
schedule permits.
15. AudioNisual Equipment
01203.0006/544108.5 mgw A-3
a. 50k Watt quiet generator with distribution cables and(7)Temp
Power Boxes.
b. Sound Technician, Sound Board, and Speakers adequate to support
entertainment
16. Electrical cords as needed
17. Portable toilets&wash stations(based on Los Angels County Health
Department standards)
18. Utility Cart usage and/or rental
19. Radio Rentals(include enough for Event Staff and 40 for City Staff)
20. Barricades(as necessary)
21. Private Security
22. Signage
a. Event signage as needed, including but limited to shuttle stop,
ticket office,and ATM signage.
23. Event Parking Management
a. Minimum of 8 Parking Personnel
24. Vendor Procurement
a. Arts/Craft/Commercial Vendor Minimum: 30
b. Food/Beverage Vendors Minimum: 6
25. Janitorial services before,during and after the event including set-up,
strike,recycling,trash,canopy and weight set up and breakdown
26. Coordinate ABC alcohol permit with City-approved non-profit agency to
provide beer and wine. Set up booth and supplies beer,wine,and supplies.
01203.0006/544108.5 mgw A-4
C. Permits.Obtain and pay for all necessary permits and layout approvals from the
Health Department and City Community Development Department.
D. Vendor Management.
1. Manage all vendor communications and coordination throughout the
planning process including,but not limited to:
c. All Vendor fees charged the public must be approved by the City.
d. Create a detailed Vendor Contact List and update the City as
vendors are confirmed.
2. Produce a day event of Production Timeline.
E. City's Responsibility.The City will provide the following:
1. Staff to run family-friendly games
2. Staff to run free arts and crafts booths
3. Thirty-two(32) 10' x 10' canopies with weights
4. Traffic Safety(Traffic plan,cones, signage)
5. Non-profit groups from the Community
6. Shuttle Service
7. Emergency Medical Services
F. Expenditures.
1. Contractor is responsible for all expenditures,related to the production of
the event,except for the components noted above in Section E.
2. Contractor will collect all revenue generated from the event with the
exception of donations received by the City.
01203.0006/544108.5 mgw A-5
II. As part of the Services,Contractor will prepare and deliver the following tangible
work products to the City:
A. A marketing plan for the event that includes the Daily Breeze and the Peninsula
News.All press releases and advertisements must be coordinated with and
approved by the City.
B. Comprehensive Event fee plan including ticket prices,vendor fees,parking.
C. Comprehensive Vendor Contact List.
D. Event Production Timeline including vendor load in/outs and programming.
M. In addition to the requirements of Section 6.2,during performance of the Services,
Contractor will keep the City updated of the status of performance by delivering the
following status reports:
A. Provide progress reports to the City's Contract Officer twice a month.
B. Attend in person progress meetings with City's Contract Officer once a month.
C. Final report and invoice due to the City no later than 30 days after the event
IV. All work product is subject to review and acceptance by the City,and must be
revised by the Contractor without additional charge to the City until found
satisfactory and accepted by City.
01203.0006/544108.5 mgw A-6
EXHIBIT"B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
[Intentionallly Left Blank]
B-1
01203.0006/544108.5 mgw
EXIT"C"
SCHEDULE OF COMPENSATION
I. Contractor to receive a$6,000 progress payment upon the submittal and approval by
the Contract Office of the Marketing Plan,Vender Contact List,and Comprehensive
Event Fee Plan.
Final payment of$18,999 to be paid no later than thirty (30) days after certifying
compliance with all provisions of this agreement.
H. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
C-1
01203.0006/544108.5 mgw
EXHIBIT"D"
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:
See II,below.
II. Contractor shall deliver the following tangible work products to the City by the following
dates.
A. Marketing Plan by April 15,2019
B. Vendor Contact List by May 31,2019
C. Comprehensive Event Fee Plan by May 31,2019
D. Event Production Timeline by June 14,2019
E. Event set-up to be coordinated with Staff and is not to commence before 7 am
July 2, 2019.
F. All trash and recycled materials from the event are to be placed in City-approved
storage containers by 5 pm July 5,2019
G. All event-related supplies and equipment are to be removed from Point Vicente
Park by 5:00 pm July 6, 2019.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
D-1
01203.0006/544108.5 mgw