Bell Event Services (2009) vAr
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
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This agreement (the "A reement" is made and entered into this o�I of
g "Agreement") day
?blot 2009, 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
January , 2009, and ending Oth 1 , 2013.
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:
1. Contractor shall hire and manage all Event staff, 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
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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 clean up 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), manage all promotional
activities, and make recommendations to the City as the need arises;
6. Contractor shall operate and market the Event;
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, 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 Recreation and Parks. The final report and
invoice shall be due to the Director not later than August 31st of each
year when the Event is held.
3. FEE: In consideration for producing and managing the Event on behalf of
City, Contractor shall receive a management fee not to exceed $12,000 for each Event.
If revenues from the Event are not sufficient to cover Contractor's out-of-pocket costs of
producing the Event plus the management fee, City shall pay the difference to
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Contractor, not to exceed the management fee plus (not to exceed $12,000 per Event)
plus an additional maximum reimbursement to Contractor for its expenses, not to
exceed $13,000 for each Event. Thus, City's total payment to Contractor shall not
exceed $25,000 for any 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 final accounting of the Event
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 within sixty (60)
days of submittal 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 24-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 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
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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 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 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
and 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, employees, designated volunteers, successors and assigns,
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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 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 Southern 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 similarly to provide such
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, 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 Contractor, its officers, employees, agents, and independent contractors in
performance of services under this Agreement.
(c) 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
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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.
(d) 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.
(e) 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 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.
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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 at 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.
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
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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.
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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Larry Clark Mayor Michael Bell, Principal
ATTEST:
Carla Morreale, City Clerk
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