CC SR 20200407 H - Award July 4th Contract
CITY COUNCIL MEETING DATE: 04/07/2020
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to award a professional services agreement to Bell
Event Services, Inc. to produce the City's annual July 4th Celebration
RECOMMENDED COUNCIL ACTION:
(1) Award a professional service agreement to Bell Event Services, Inc. in the
amount of $26,000 to produce the City’s 2020 July 4th Celebration special event;
and,
(2) Authorize the Mayor to execute the professional service agreement in a form
approved by the City Attorney.
FISCAL IMPACT: $6,000 from FY19-20 Budget and $20,000 will be included in the
FY20-21 Budget
Amount Budgeted: $26,000
Additional Appropriation: N/A
Account Number(s): 101-400-5170-5101
(General Fund - Parks Special Events/Professional/Technical Services)
ORIGINATED BY: Andrew Berg, Recreation Supervisor II
REVIEWED BY: Cory Linder, Director of Recreation and Parks
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Request for Proposals for 2020 July 4th Celebration Event Production
Services (page A-1)
B. Proposal from Bell Event Services, Inc. (page B-1)
C. Professional Services Contract with Bell Event Services, Inc. (page C-1)
BACKGROUND AND DISCUSSION:
The City's July 4th Celebration has been a tradition for the residents of Rancho Palos
Verdes and the Peninsula since 1976. In 1992, the City Council decided to employ the
services of an event management company to produce the event. Bell Event Services,
Inc. (Bell) has produced the event since 2007, and was most-recently awarded
contracts to produce the 2014-2019 events. In addition to the July 4th Celebration, Bell
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has managed or provided support services for numerous community events in the
South Bay and Los Angeles County, including smaller City events and the annual
Peninsula Street Fair in Rolling Hills Estates.
Bell’s most-recent contract for July 4th Celebration event production services was for the
2019 event. In Fall 2019, a Request for Proposals (RFP) for event production services
for the July 4th event was sent to several event production companies (Attachment A).
Bell submitted the only proposal that met the submission qualification requirements
(Attachment B). One additional proposal was received, but it did not include the required
summary and work plan.
The proposed agreement with Bell is for one event period, with the option to renew for
an additional three years at the same terms. Under the terms of the proposed
agreement, the City would pay Bell a flat fee of $26,000. Bell would be responsible for
all event expenditures and collecting all event revenue. The City would not b e
responsible to Bell for any shortfall between event expenditures and revenue. The
proposed agreement would be the second consecutive year under this arrangement.
The proposal and professional services agreement (Attachment C) outline the scope of
services to be performed by Bell, including event management, vendor management,
administrative support, setup and breakdown, audio and power needs, entertainment
and amusements, security, cleanup and trash removal, accounting, and advertising.
The agreement includes a 14-day cancellation provision (Section 7.8 “Termination Prior
to Expiration of Term”). In the event the July 4th Celebration is canceled within the
cancellation period, the City would only be liable for Bell’s expenses accrued to plan the
event up until the date of cancellation. Staff believes that it is important to shorten the
cancellation period for this agreement from the standard 30 days to 14 days to reduce
the City’s potential financial liability since the current coronavirus (COVID-19) pandemic
may affect this year’s event.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative actions are available
for the City Council’s consideration:
1. Direct Staff to reject the proposal from with Bell Event Services, Inc., and
circulate a new RFP for event management services.
2. Direct Staff to take on event management for the 2020 July 4 th Celebration
with in-house Staff and resources.
3. Take other action as deemed appropriate by the City Council.
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City of Rancho Palos Verdes
Request for Proposals
Event Production For:
2020 July 4 th Celebration
Department of Recreation and Parks
Attention: Cory Linder, Director
30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275
Phone: (310) 544-5260 Email: coryl@rpvca.gov
RFP Release Date: November 14, 2019
RFP Submittal Deadline: Dec. 18, 2019 by 4pm
Bids received after this date and time will not be considered. Bids submitted must
conform to the specifications and conditions set forth in this packet.
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City of Rancho Palos Verdes is requesting proposals from qualified professionals to
provide event production services for the City’s July 4th Celebration.
All correspondence and questions regarding this RFP should be directed to:
Primary:
Cory Linder, Director
Recreation and Parks
30940 Hawthorne Boulevard
Rancho Palos Verdes
coryl@rpvca.gov
Secondary:
Dan Trautner, Deputy Director
Recreation and Parks
30940 Hawthorne Boulevard
Rancho Palos Verdes CA 90275
dant@rpvca.gov
To be considered for this project, submit three hard (3) copies and an electronic copy of the
proposal to:
City of Rancho Palos Verdes
Department of Recreation and Parks
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
(310) 544-5260
Proposals Due By 4pm December 18, 2019
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TABLE OF CONTENTS
I. Introduction Page 4
II. Project Objective Page 4
III. Background Page 5
IV. Statement of Work Page 5
V. Project Schedule Page 7
VI. Statement of Qualifications Page 7
VII. Submission Format Page 8
VIII. Evaluations and Selection Process Page 11
IX. Price Quote Page 12
X. Attachment A (Sample City Contract) Page 14
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CITY OF RANCHO PALOS VERDES REQUEST FOR PROPOSALS
EVENT SERVICES FOR JULY 4TH CELERATION
I. INTRODUCTION
The City of Rancho Palos Verdes is a scenic, residential coastal community, with a population
of approximately 42,000, located on the Palos Verdes Peninsula in southwestern Los Angeles
County.
City Government: Rancho Palos Verdes is a General Law City and has operated under the
Council-Manager form of government since its incorporation in 1973. Policy-making and
legislative authority are vested in the governing City Council, which consists of five Council
Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and functions on
an annual budget cycle.
The City of Rancho Palos Verdes is a contract city, meaning that some services are provided
by contract with agencies and consultants, while some services are delivered by City staff.
ll. PROJECT OBJECTIVE
The City of Rancho Palos Verdes (City) conducts a variety of recreation and special events
for the community. The objective of the submission is a bid for professional event services to
provide production of the City’s annual July 4th celebration, held on July 4, 2020 at Rancho
Palos Verdes City Hall. The City desires to enter into a one-year contract for a professional
event manager The City is interested in maintaining a traditional feel to the event while
incorporating new ideas and aesthetics.
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lll. BACKGROUND
The City of Rancho Palos Verdes uses an event contractor for the City’s July 4th Celebration.
The July 4th celebration has taken place for 44 years and is a family-centered event that
occurs each July 4th on the grounds of Rancho Palos Verdes City Hall located at 30940
Hawthorne Boulevard in RPV overlooking the Pacific Ocean with views of Catalina Island.
The event includes low key amusement rides, food and craft vendors, entertainment, family-
friendly games and free crafts for kids. The event attracts between 2,000-3,000 participants
each year. The event takes place from 11:00 am-5:00 p.m. at Rancho Palos Verdes City Hall.
IV. STATEMENT OF WORK
All reports and documents to be provided in electronic format (PDF) unless otherwise
indicated.
The successful bidder shall be required to perform the following tasks:
Supplier/Service/Fees Procurement
Provide or bid out and award all necessary equipment, fees and services or vendors for the
July 4th celebration including, but not limited to:
• QTY: 1 Covered stage at least 16’ x 20’ with required guardrails and access steps
• Audio/Visual Equipment: sound system for stage and music capable of being audibly
broadcast over main event area
• Generators, cables, temporary power boxes and other electrical equipment as needed.
• QTY: 1 Dance floor 28’ x 30’ min.
• Shaded seating (tables, chairs and umbrellas for 400 people)
• QTY: 5 min. 6’ Kids Tables
• QTY: 40 min. Kids Chairs
• QTY: 6 min. Minimum of 3 carnival style rides appropriate for ages 5 and 11; and
minimum of 3 carnival rides for ages 11 and up.
• QTY: 6 min. Minimum of 6 carnival style games appropriate for ages 5 and up
• QTY: 3 min. Attractions: e.g.Petting Zoo, Pony Rides, Kiddie Train (or reasonable
replacements)
• Entertainment
o Live Band (min. 1 band for a 2/Hour minimum)
o Entertainment for children, e.g. puppet show, magic show, interactive
entertainment (30 minutes)
o Contractor shall provide patriotic background music as the schedule permits
• Electrical needs
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• Portable toilets & wash stations for estimated 3,000 attendees following County of Los
Angeles health guidelines and standards
• Utility Cart usage and/or rental as needed
• Radio Rentals (Include enough for event Contractor personnel and 40 for City Staff)
• Barricades (as necessary)
• Qty: 2: Temporary ATMs
• Private Security Personnel and Equipment
• Attendance at pre-event planning sessions with Staff. Meetings can be in person or
via conference call as appropriate
• Event and directional Signage (traffic signage responsibility of City)
• Event Parking Management
o Minimum of 8 Parking Personnel
• Accommodation of separate parking for vendors/staff/subcontractors
• Vendor Procurement
o Arts/Craft/Commercial Vendor Minimum: 20
o Food/Beverage Vendors Minimum: 6 (not including beer and wine
garden)
• Event staff and supplies needed for set-up, strike, recycling, trash, canopy and weight
set up and breakdown
• Set up of beer and wine garden: (note: Beer and Wine sales to be operated by non-
profit of City’s choosing. City will obtain ABC permit)
• Ensure and pay for all necessary permits and layout approvals from the Health
Department and City Community Development Department
• Contractor will reach out to each selected vendor with a scope of work.
• Contractor will manage all vendor communications and coordination with sub-
contractors throughout the planning process including, but not limited to:
o All Vendor fees charged to the public must be approved by the City
o Create a detailed Vendor Contact List and update the City as vendors
are confirmed.
o Produce a day-of-event Production Timeline to include vendor load
in/outs and all event program elements.
EVENT MARKETING
• Develop and implement a marketing plan that includes the Daily Breeze and the
Peninsula News.
• Ensure timely execution of all media logistics, press releases and ads associated with
advertising the event.
• Vendor must submit all press releases and ads to the City for approval
CITY RESPONSIBILITIES
The City to provide the following:
• Staff to run family-friendly games (all supplies and equipment to be provided by City)
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• Staff to run free arts and crafts booths (all supplies and equipment to be provided by
City)
• (40) 10’ x 10’ canopies with weights
• Traffic Safety (Traffic plan, cones, signage)
• Coordination with community outreach/educational organizations
• Shuttle Service
• Emergency Medical Services
• Beer and Wine sales to be operated by non-profit approved by City
• City will obtain ABC permit for beer and wine garden.
FINANCIAL ACCOUNTABILITY
• Vendor shall provide bi-weekly progress reports to the Department of Recreation and
Parks
• A final report, including a full accounting of all actual revenues and expenses, and an
invoice shall be due to the City no later than 30 days after the event
• All event fees need to be coordinated with the City a minimum of 3 months prior to the
event
• An estimated accounting of all event revenues and expenses shall be submitted to the
City a minimum of one month prior to the event
V. PROJECT SCHEDULE
The following is the anticipated schedule of events for the RFP process.
Request for Proposal Available: November 14, 2019
Pre-Bid Meeting/Site Walk Through (required): December 5, 2019 10am at City Hall
Proposals Due: December 18, 2019 by 4pm at RPV
City Hall
Anticipated Notice of Award January 7, 2020
VI. STATEMENT OF QUALIFICATIONS
Event Team Qualifications:
The proposal should establish the proposer’s education, experience, professional credentials,
awards, and licensing status qualifications. The statement of qualifications should include, at a
minimum:
1. Firm name and profile, contact person, address, telephone/fax numbers, and email
addresses.
2. Type of organization (individual, partnership, corporation), including names and
contact information for all officers.
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3. Present staff (size, classification, certifications, licenses, credentials).
4. Event Team: Provide an organizational chart of the event team that clearly delineates
communication and reporting relationships among the event staff and among the
major sub-consultants involved in the event(s). Identify key personnel to perform
work in the various tasks, and include major areas of subcontracted work. Identify all
sub-contractors or vendors. Indicate the expected contributions of each staff
member in time as a percentage of the total effort.
5. Include a comprehensive narrative of qualifications in terms of education,
experience, professional credentials, awards, and licensing status. Describe in
detail each team member’s responsibilities for the event(s) and indicate the number
of years the individual has had this responsibility on similar projects. Respondents
should include any special capabilities that you would like the Recreation and
Parks Department to know about your firm/team.
6. Include a brief statement about key relationships, business or personal, of the firms
you believe might bring value (resources, sponsorships, media exposure) to
achieving the objectives of the event.
7. Experience: Demonstrate successful experience by showing technical competence
and specialization in events similar in scope and complexity to the proposed event
indicated. All events listed must be either in progress or have been completed within
the last five years by the firm listed. Include completion (or anticipated completion)
date.
8. References: List no fewer than three reference clients for whom similar or
comparable services have been performed. Include the name, mailing address, and
telephone number of their principal representative.
9. Qualifications and experience of proposed sub-contractors.
10. Describe any agreement/contract disputes you’ve had in the last 5 years, and how
they were resolved.
VII. SUBMISSION FORMAT
A. Executive Summary
On the firm’s letterhead, clearly articulate how services identified in the statement of
work will be provided.
B. Availability of Project Team
Include a statement to the effect that the proposer will be available to work on the event
within the roles specified, within the proposed timeline and will not be reassigned,
removed, or replaced without the consent of the City.
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C. Work Plan
Utilizing the program elements and project objectives shown in the Statement of Work,
provide a well-conceived work plan, including a sample event layout..
D. Quality Control
Provide an explanation of your quality and cost control philosophy, procedures and
goals.
E. Electronic and Hard Copy Submission Specifications
Proposals shall be submitted in an original electronic version (Word, Excel) and a paper
original with THREE hard copies. The original and each copy shall include a tabbed
index and page numbers. The original must be clearly marked and contain an original
signature. Failure to clearly mark the original and provide an original signature may
result in a proposal being found non-responsive and given no consideration.
F. Submission of Questions
All questions are to be submitted in writing to City of Rancho Palos Verdes Department
of Recreation and Parks, 30940 Hawthorne Boulevard., Rancho Palos Verdes, CA
90275. Questions may also be submitted by emailing coryl@rpvca.gov All questions
must be received by Wed. December 11.
G. Submittal Deadline
Proposals must be received by the Department of Recreation and Parks, 30940
Hawthorne Blvd., Rancho Palos Verdes, CA 90275, phone number (310) 544-5260, by
the deadline indicated in this RFP.
H. 60 Day Hold
The City reserves the right to hold all proposals for a period of 60 days after the opening
date and the right to accept a proposal not withdrawn before the scheduled proposal
opening date.
I. Changes, Interpretations and Corrections
Any interpretation, correction or change of the RFP will be made by formal Addendum.
Interpretations, corrections and changes of the RFP made in any other manner will not
be binding, and a Respondent shall not rely upon such interpretations, corrections and
changes.
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J. Payments
The City will make payments following an award of a Professional Services Contract
and execution of the contract in accordance with material delivered and work completed
as required in the contract.
K. Acceptance of Terms
Submission of a proposal shall constitute acknowledgment and acceptance of all terms
and conditions hereinafter set forth in the RFP unless otherwise expressly stated in the
proposal.
L. Financial Responsibility
The proposer understands and agrees that the City shall have no financial responsibility
for any costs incurred by the proposer in responding to this RFP.
M. Proprietary Data
Proprietary data or trade secrets should be clearly identified as such in your proposal
and provided in a separate, sealed envelope and clearly marked envelope.
N. Insurance Requirements
Proposers must provide evidence of the following insurance.
1. Statutory Requirements for Worker’s Compensation & Employers’
Liability including Occupations Disease Coverage
o Statutory limits in conformance with the compensation laws
of the State of California
2. Comprehensive General Liability Insurance
o $1,000,000 each occurrence
o $2,000,000 aggregate
3. Comprehensive Automobile
o $1,000,000 each occurrence
o $1,000,000 aggregate
4. Professional Liability
o $1,000,000 each occurrence
o $2,000,000 aggregate
5. Additionally Insured
o All policies and/or Certificates of Insurance shall include the
City’s officers, volunteers, and employees as additional
named insured. Nothing herein shall be construed as a
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waiver of any of the protections to which the City may be
entitled.
The successful proposer shall effect the insurance policies in a company or companies
and in a form satisfactory to the City as a condition precedent of the execution of the
contract. Before commencing any performance relating to this project, the successful
proposer shall deliver, to the City Certificates of Insurance issued by the insurance
company, and/or its duly authorized agents, demonstrating the required insurance
coverage, and certifying that the policies stipulated above are in full force and effect.
VIII. EVALUATION AND SELECTION PROCESS
A. Technical proposals received will be evaluated based on the following criteria:
1. Experience of firm in performing this type of service
2. Relevant experience of individual team members assigned to the project
3. Understanding of event project as demonstrated by the thoroughness of the
proposal
4. References from clients for whom similar work was performed
5. Depth of staff available to perform services
6. Project Schedule
7. Interview (if needed)
8. Cost
B. Selection Process
An evaluation panel will review all proposals submitted and select the top proposals.
The panel will select the proposal, if any, which best fulfills the City’s requirements, and
not necessarily the lowest bidder. The City will negotiate with that firm to determine final
contract qualifications, knowledge, and experience, knowledge of local conditions, and
references.
C. Award Notification
The City of Rancho Palos Verdes will notify all proposers in writing within two weeks of
the proposal deadline. This RFP does not commit the City of Rancho Palos Verdes to
award a contract. The City reserves the right to reject any or all proposals, or any part
thereof, to waive any formalities or informalities, and to award the contract to the
proposer deemed to be in the best interest of the City.
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D. Award of Contract
The selected firm shall be required to enter into a written contract with the City of Rancho
Palos Verdes, in a form approved by the City Attorney, to perform the prescribed work.
This RFP and the proposal, or any part thereof, may be incorporated into and made a
part of the final contract; however, the City reserves the right to further negotiate the
terms and conditions of the contract with the selected consultant. The contract will, in
any event, include a maximum "fixed cost" to the City of Rancho Palos Verdes. The City
contract template proposed for this Agreement is attached (Attachment B). As part of
the response to this RFP, the respondent is to review the contract template in particular
its Terms and Conditions and make any revisions it requires in order to execute the
agreement should it be selected for the project.
Responding firms must agree to keep their proposed project budget and the other
terms of their engagement open for at least ninety (90) days past the submission
deadline.
Once a firm is selected, the City of Rancho Palos Verdes Recreation and Parks
Department and the selected firm must execute a written contract prior to the selected
firm commencing services. Should the City of Rancho Palos Verdes and the selected
firm be unable to agree on terms of a contract within a reasonable time (at the City’s
discretion), the City of Rancho Palos Verdes reserves the right to suspend or
terminate negotiations without advance notice, and to pursue negotiations with another
firm to provide the requested services. Any suspension or termination of negotiations
shall be without liability to the City of Rancho Palos Verdes or the selected firm(s).
Alternatively, the City of Rancho Palos Verdes may terminate this process (at its
discretion), and either discontinue this project, or issue a new RFP for the requested
services. Each respondent shall assume all fees and costs (including but not limited to
legal fees) incurred in responding to this RFP and negotiating a contract with the City
of Rancho Palos Verdes. The City of Rancho Palos Verdes shall bear no liability to
any respondent for any costs, fees, or liability incurred in connection with this RFP or
any response thereto.
E. Conferences during the Proposal Preparation Period
As of the issuance date of this RFP and continuing until the time for submitting proposals
has expired, the City will provide relevant information and access to City facilities and
documents as necessary for all proposers to familiarize themselves with the
requirements set forth in the RFP. Access to City facilities shall be during normal
business hours and will require at least twenty-four (24) hours advance notice.
IX. PRICE QUOTE: To Be Submitted in a Separate Sealed Envelope.
Provide a flat fee for production and management of event. This amount should be the
City’s entire fee due to the contractor. All event expenditures are to be borne by the
contractor. All event revenue generated is to be retained by the contractor.
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DESCRIPTION COST
July 4th Event Production and Management of Event (total cost to City): $
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SAMPLE
Contract Services Agreement
Appendix A
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Bell Event Services Inc.
531 Main St. # 228
El Segundo, CA 90245
Email: bellevent@gmail.com
Phone: (310) 349-0743
Fax-: (310) 570-2989
December 10, 2019
City of Rancho Palos Verdes
Department of Recreation and Parks
Attn: Cory Linder
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Phone: (310) 544‐5260
cory@rpvca.gov
Rancho Palos Verdes 2020 July 4th Celebration
Proposal
Dear Mr. Linder,
Thank you for considering Bell Event Services (hereafter referred as BES) to assist the City of Rancho
Palos Verdes (hereafter referred as RPV) at the 2020 July 4th Celebration (hereafter referred to as
Fair) on July 4th at Rancho Palos Verdes City Hall. We are excited at the opportunity to continue
helping you with this great event!
Statement of Qualifications
Bell Event Services was established in 2001 as an Audio/Visual and Event Management Company.
Our list of events included below. This is only a partial list.
City of Rancho Palos Verdes Country Fair: Complete Event Management (16 Years management)
Coordinate all aspects of event including, Audio, Electrical, Vendor Placement, Road Closure,
Security, Entertainment, Permit Process and Cleanup.
Fiesta Hermosa: Complete Event Management (twice a year event for 18 years management)
Coordinate all aspects of event including, Audio, Electrical, Vendor Placement, Road Closure,
Security, Entertainment, Permit Process and Cleanup.
Hermosa Beach St. Patrick’s Day Parade: Complete Event Management (13 Years management)
Coordinate all aspects of event including, Audio, Electrical, Vendor Placement, Parade Lineup, Road
Closure, Security, Entertainment, Permit Process and Cleanup.
Edelbrock Car Show: Compete Event Management (10 Years management)
Coordinate all aspects of event including, Audio, Electrical, Vendor Placement, Parade Lineup, Road
Closure, Security, Entertainment, Permit Process and Cleanup.
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NAMM Trade Show: Technical Production (11 Years management)
Coordinate production at all stages. Working with talent, suppliers and equipment manufacturers.
Note: This is the world’s largest music trade show. Past entertainers include Chicago, Taylor Swift,
The Motels, Peter Frampton and Stevie Wonder.
City Of El Segundo Summer Concert Series: Audio Visual Production (11 Years management)
Provide Audio, AC Power and Production support.
Loyola Marymount University: Audio Visual Production (6 Years management)
Provide audio, Lighting, Video AC Power and Production support.
References
Susan Brooks, City of Rancho Palos Verdes Council Member (310) 544‐5200 susan.brooks@rpvca.gov
Ken Dyda, City of Rancho Palos Verdes Council Member (310) 544‐5200 ken.dyda@rpvca.gov
Maureen Hunt, Executive Director, Hermosa Beach Chamber of Commerce (310) 376‐0951
president@hbchamber.net
Don Bran, City of El Segundo Council Member (310) 524‐2300 dbrann@elsegundo.org
Jeff Duclos, City of Hermosa Beach Council Member (310) 524‐2750 jduclos@hermosabch.org
Shawn Howell, Events Manager, Loyola Marymount University (310) 258‐8608 showell4@lmu.edu
Steve Whipple, Vice President, Edelbrock LLC. (310) 781‐2222 swhipple@edelbrock.com
As you can see, we have extensive experience with municipalities and large events. These are all
long‐term clients with many years working together. Our goal is to continue our long‐term
relationship with you, assisting in this and any future events.
The BES Team
Corporate Officers
Michael J. Bell – President\ Event Manager
Tim Campbell – Vice President\ Operations Manager
Elizabeth Eldred – Chief Financial Officer\ Office Manager
Key Staff
Guy Godbille – Lead Electrician
Joe Dismondi – Lead Audio
Ray McNeeley – Lead Audio
Shawn Ryan – Audio\Power Support\Event Support
Charles Eldred – Audio\Power Support\Event Support
Maria Parrish – Vendor Manager
Sean Salinas – Event Support
All the above BES staff members have been with the company for over three years. Some much
longer. All have extensive experience in all the above listed events, including the RPV 4th of July
Celebration.
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Bell Event Services
531 Main St. # 228
El Segundo, CA 90245
Email: bellevent@gmail.com
Phone: (310) 349-0743
Fax-: (310) 570-2989
A. Executive Summary
Detail of Bell Event Services Responsibilities
1: Event Management
General oversight including consultation with City staff, Police, Fire Depts., Building and Safety,
Public Works etc. attending meetings, and management of staff and volunteers. On the day of the
event, Michael Bell will be the point person guiding the event production including the setup of all
event and entertainment areas, managing rentals and sub‐contractors, dealing with inspections and
coordinating a team that consists of BES, city staff and volunteers.
2: Vendor Management
Procure all Commercial, Arts and Craft and Food Vendors. Using our database and an on‐line Craft
Vendor publication, we reach out to obtain a diverse mix.
3: Administrative Support
Procure permits, insurance, rentals, sub‐contractors. Coordinating delivery of items related to the
event.
Subcontractors will include the following but not limited to:
1: Tent, Stage, Tables, Chairs Rentals.
2: Amusements.
3: Audio (Contracted with BES).
4: Temporary AC Power (Contracted by BES).
5: Security.
6: Cleaning Crew.
7: Waste and Portable Restrooms.
4: Event Days Support of Show Setup and Strike
Using a combination of BES, city staff and subcontractors, Bell Event Services will oversee set up
operations and clean up. Note: BES will provide two managers and four staff people on day of
show. This is in addition to audio and power crew.
5: Audio and Temporary Power
BES staff will also be handling all audio and power needs.
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Bell Event Services Inc.
531 Main St. # 228
El Segundo, CA 90245
Email: bellevent@gmail.com
Phone: (310) 349-0743
Fax-: (310) 570-2989
6: Entertainment and Amusements
Includes: Procuring live stage entertainment (National Anthem Singer, PV Symphonic Band, Puppet
Show and Country Band), Lady Liberty Stilt Walker and Amusements (Kiddy Rides, Petting Zoo, Pony
Rides, Trackless Train, Games).
7: Security
Includes: Procuring proper security for venue and parking lot.
8: Cleanup and trash removal
Includes: Procuring experienced labor and proper equipment. Workers will clean and remove trash
and recyclable waste during event. Complete cleanup after event, leaving venue as was received.
Note: Roll offs for trash will be provided by the City’s contracted refuse provider.
9: Accounting
Includes: Receive all revenue, pay all suppliers, provide detailed accounting (P & L) of Fair. Provide
bi‐weekly progress reports to city staff.
10: Advertising
Place two ads in the Daily Breeze (or other local newsprint), the two Fridays prior to the Fair.
Promote the Fair on both the RPV and BES websites and social media (with assistance from city
staff). Write Press Releases with approval from city staff. Note: this event is well attended by the
local community. Parking is at capacity so expanding attendance is not our goal, only notification of
the community.
Detail of City Responsibilities
1: Sponsorships
Includes: Obtaining sponsors to help fund event
2: Day of show assistance:
Includes: City staff to assist with Road Closures, Family Friendly Games, free Arts and Craft booths,
EMT, Shuttles and Non‐Profit Groups. City will provide (40) 10’ x 10’ canopies, EMT services and
road closure equipment. City will make available roll offs for the disposal of trash provided by the
City’s contracted provider.
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B. Availability of Project Team
BES will be available to work on the Fair within the roles specified within the proposed timeline and
will not be reassigned, removed or replaced without consent from the city.
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C. Work Plan
RPV Country Fair 2020
Work Plan
Upon signing of contract
Placement of Ad for vendors on BES website and on Crafter website
Create food, craft and commercial vendor applications
Send out application to vendors on BES database
April 9th
Kickoff Meeting @ City Hall
Request official quotes from suppliers
Request marketing information from RPV to be put on BES website and other social media
April 16th
Request official quotes from suppliers
Send 2019 newspaper ad to RPV for changes
April 23rd
Status Report
Request ad space in the Daily Breeze and Peninsula News
Send revised ad to paper for mockup
May 7th
Status Report
Determine what signage and decorations needed
Send ad mockup to RPV for approval
May 21st
Status Report
Start no parking signs
Submit Health Department Permits
June 4th
Status Report
Finalize ad for publication
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June 18th
Status Report @ City Hall
July 2nd
9:00 am Prep at Shop, Post No Parking Signs on Venue
Rental Deliveries
Stage Installed
Amusement set‐up
July 3rd
10:00am Audio set up Main Stage
Drop Power
Set up Non‐Profit Booths
Food and Beer Venue Prepared
8:00 pm Overnight Security Arrives
July 4th
6:00 am BES Staff & Security – Arrival
6:00 am Vendors Load in
9:00 am ALL Vehicles off venue, Venue secured for opening
10:00 am Festival Opens
5:00 pm Festival Closes
Breakdown Begins
July 5th
8:00 am Final breakdown and load out
12:00 noon Walk thru w/City Staff
BES will maintain transparency and an open line of communication with city staff. We will submit
status reports every two weeks or as needed. We will work closely together to make sure all
aspects of the Celebration are covered and executed.
D. Quality Control
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BES creates a culture within the company that prioritizes the selling of “peace of mind” to our
customers. Once a responsibility or project is given to us. Our number one goal is for the customer
to be confident they will not need to be concerned about its outcome. Because most of our clients
our long‐term relationships, we feel this has been accomplished. After every event, we sit down
with our customers and our own staff and discuss what went right, what could have been better
and how to implement improvements.
Summary
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BES has successfully produced this Fair for over 16 years. Our goal is to maintain the past success
and look for improvements along the way. Taking feedback from both the public and city staff,
adjusting continually to make this the best 4th of July celebration it can be.
Please consider this proposal and feel free to call me at any time with questions or issues. My office
number is (310) 349‐0743 and my cell is (310) 488‐9457
Sincerely,
Michael Bell
Bell Event Services
www.belleventservices.com
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01203.0001/635960.1 EQG 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
BELL EVENT SERVICES, INC.
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01203.0001/635960.1 EQG
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BELL EVENT SERVICES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on April 7, 2020, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and BELL EVENT SERVICES, INC., a California
Corporation (“Consultant”). City and Consultant may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 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,
Consultant 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,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant 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 this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 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 Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
Consultants. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.10 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.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $26,000 (Twenty-six Thousand Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9.
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2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant’s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.4,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City’s Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall contain all information
specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant 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 Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant 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 Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant 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 Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) 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 Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
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
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’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 one (1)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”). The City may, in its discretion, extend the Term by three additional one-year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
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Michael J. Bell President/Event Manager
(Name) (Title)
Tim Campbell Vice President/Operations Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Andrew Berg, Recreation Program Supervisor II, or such
person as may be designated by the City Manager. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
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4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
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. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, 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. Consultant 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. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
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and property damage for all activities of the Consultant 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. Consultant 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 Consultant 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. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant 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. Consultant 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. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant 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.
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(d) City’s rights 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 Consultant or City will withhold amounts sufficient
to pay premium from Consultant 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
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each
of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant 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 Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. 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. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
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.
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(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.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’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. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants,
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 Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’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. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant 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, Consultant 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 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 Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
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entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant 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. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. 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
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records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant 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.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
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information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, 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 Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
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, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. 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 Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
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invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant’s default shall not be deemed to result in a
waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. 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.
7.5 Rights and Remedies are Cumulative.
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.
7.6 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
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provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the
sum of $0 (Zero Dollars) as liquidated damages for each working day of delay in the
performance of any service required hereunder. The City may withhold from any monies payable
on account of services performed by the Contractor any accrued liquidated damages.
7.8 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 fourteen (14) days’ written notice to
Consultant, except that where termination is due to the fault of the Consultant, the period of
notice may be such shorter time as may be determined by the Contract Officer. In addition, the
Consultant 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 Consultant may determine. Upon
receipt of any notice of termination, Consultant shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer. Except where the
Consultant has initiated termination, the Consultant 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, except as provided in Section 7.3. In the
event the Consultant has initiated termination, the Consultant shall be entitled to compensation
only for the reasonable value of the work product actually produced hereunder. 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.
7.9 Termination for Default of Consultant.
If termination is due to the failure of the Consultant 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 Consultant 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 Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.10 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
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action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant 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. Consultant shall take affirmative action to insure 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.
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8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
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 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., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, 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.
9.2 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.
9.3 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.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. 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. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
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9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in 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 phrases, sentences, clauses, paragraphs, or sections 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.
9.6 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 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 “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
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.
Consultant 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. Consultant 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.
Consultant’s Authorized Initials _______
9.7 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) that 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 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
John Cruikshank, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
BELL EVENT SERVICES, INC., a California
corporation
By:
Name: Michael J. Bell
Title: President
By:
Name: Tim Campbell
Title: Vice President
Address:
Two corporate officer signatures required when Consultant 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. CONSULTANT’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 CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
Signature: _____________________________________
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(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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.
WITNESS my hand and official seal.
Signature: _____________________________________
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(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
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TITLE OR TYPE OF DOCUMENT
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NUMBER OF PAGES
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DATE OF DOCUMENT
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SIGNER(S) OTHER THAN NAMED ABOVE
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.
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01203.0001/635960.1 EQG A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Event Management
General oversight including consultation with City staff, Police, Fire Depts., Building
and Safety, Public Works etc. attending meetings, and management of staff and
volunteers. On the day of the event, Michael Bell will be the point person guiding the
event production including the setup of all event and entertainment areas, managing
rentals and sub-contractors, dealing with inspections and coordinating a team that
consists of BES, city staff and volunteers.
B. Vendor Management
Procure all Commercial, Arts and Craft and Food Vendors. Using our database and an
on-line Craft Vendor publication, we reach out to obtain a diverse mix.
C. Administrative Support
Procure permits, insurance, rentals, sub-contractors. Coordinating delivery of items
related to the event. Subcontractors will include the following but not limited to:
1. Tent, Stage, Tables, Chairs Rentals.
2. Amusements.
3. Audio (Contracted with BES).
4. Temporary AC Power (Contracted by BES).
5. Security.
6. Cleaning Crew.
7. Waste and Portable Restrooms.
D. Event Days Support of Show Setup and Strike
Using a combination of BES, city staff and subcontractors, Bell Event Services will
oversee set up operations and clean up. Note: BES will provide two managers and four
staff people on day of show. This is in addition to audio and power crew.
E. Audio and Temporary Power
BES staff will also be handling all audio and power needs.
F. Entertainment and Amusements
Includes: Procuring live stage entertainment (National Anthem Singer, PV Symphonic
Band, Puppet Show and Country Band), Lady Liberty Stilt Walker and Amusements
(Kiddy Rides, Petting Zoo, Pony Rides, Trackless Train, Games).
G. Security
Includes: Procuring proper security for venue and parking lot.
H. Cleanup and trash removal
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01203.0001/635960.1 EQG A-2
Includes: Procuring experienced labor and proper equipment. Workers will clean and
remove trash and recyclable waste during event. Complete cleanup after event, leaving
venue as was received. Note: Roll offs for trash will be provided by the City’s
contracted refuse provider.
I. Accounting
Includes: Receive all revenue, pay all suppliers, provide detailed accounting (P & L)
of Fair. Provide bi-weekly progress reports to city staff.
J. Advertising
Place two ads in the Daily Breeze (or other local newsprint), the two Fridays prior to
the Fair. Promote the Fair on both the RPV and BES websites and social media (with
assistance from city staff). Write Press Releases with approval from city staff. Note:
this event is well attended by the local community. Parking is at capacity so expanding
attendance is not our goal, only notification of the community.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Create food, craft, and commercial vendor applications.
B. Final ad for publication.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
status reports on the following dates:
A. May 7, 2020
B. May 21, 2020
C. June 4, 2020
D. June 18 2020, Status Report @ City Hall
IV. Consultant will utilize the following personnel to accomplish the Services:
A. Guy Godbille – Lead Electrician
B. Joe Dismondi – Lead Audio
C. Ray McNeeley – Lead Audio
D. Shawn Ryan – Audio\Power Support\Event Support
E. Charles Eldred – Audio\Power Support\Event Support
F. Maria Parrish – Vendor Manager
G. Sean Salinas – Event Support
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01203.0001/635960.1 EQG B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
[INTENTIONALLY LEFT BLANK]
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01203.0001/635960.1 EQG C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
a. Contractor to receive a $6,000 progress payment upon the submittal and
approval by the Contract Officer of the Marketing Plan, Vendor Contact List, and
Comprehensive Event Fee Plan.
b. Final payment of $20,000 to be paid no later than thirty (30) days after
certifying compliance with all provisions of this Agreement.
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice reflecting I, above.
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
IV. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE.
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01203.0001/635960.1 EQG D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:
A. Upon signing of contract: Placement of advertisement for vendors on BES website and
on Crafter website; Create food, craft and commercial vendor applications; Send out
application to vendors on BES database
B. April 9th: Kickoff Meeting @ City Hall; Request official quotes from suppliers;
Request marketing information from RPV to be put on BES website and other social
media
C. April 16th: Request official quotes from suppliers; Send 2019 newspaper ad to RPV
for changes
D. April 23rd: Status Report; Request ad space in the Daily Breeze and Peninsula News;
Send revised ad to paper for mockup
E. May 7th: Status Report; Determine what signage and decorations needed; Send ad
mockup to RPV for approval
F. May 21st: Status Report; Start no parking signs; Submit Health Department Permits
G. June 4th: Status Report; Finalize ad for publication
H. June 18th: Status Report @ City Hall
I. July 2nd: Prep at Shop; Post No Parking Signs on Venue; Rental Deliveries; Stage
Installed; Amusement set-up
J. July 3rd: Audio set up Main Stage; Drop Power; Set up Non-Profit Booths; Food and
Beer Venue Prepared; 8:00 pm Overnight Security Arrives
K. July 4th: 6:00 am BES Staff & Security – Arrival; Vendors Load in
9:00 am ALL Vehicles off venue, Venue secured for opening
10:00 am Festival Opens
5:00 pm Festival Closes; Breakdown Begins
L. July 5th: 8:00 am Final breakdown and load out
12:00 noon Walk thru w/City Staff
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
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01203.0001/635960.1 EQG D-2
A. April 16th: Create food, craft, and commercial vendor applications
B. June 4th: Finalize ad for publication
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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