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HomeMy WebLinkAboutLIBERMAN BROADCASTING (DBA KWIZ-FM LA RANCHERA 96.7)City of Santa Ana Clerk of the Council coTc office Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. City of Santa Ana Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. 30 0 2 2021 Is the agreement(s) a '?Yes No Clerk of the Council Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with y I/ /Z /r7/ �/�// �/` SM1i12&1 ��- No. N-2018-083 was completed on 5I-Rcl,s and final payment has been made. (List all amendments. Use space below if needed.) Department: PRCS A Phone/Ext.: Signature: Date: �3 Revised: 10-18-16 INSURANCE/ ON FILE. GL ; !l_/-18 �ORK MAY/%'. PROCEED we,; J-Y-17 N-2018-083 LERK OF COUNCIL DATE: MAY 2 2 Zola 1 O: PRCS (0) AGREEMENT TO PROVIDE MEDIA PROMOTIONAL MARKETING SERVICES Silvia Cuevas FOR CITY PRODUCED SANTA ANA PUBLIC LIBRARY 2018 SUMMER PROGRAMS KICK-OFF EVENT This agreement is made and entered into this 10'h day of May, 2018 by and between Liberman Broadcasting dba KWIZ-FM La Ranchera 963 ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of Media Promotional Marketing services for the Santa Ana Public Library 2018 Summer Programs Kick-off ("Event"). B. Contractor represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES . Contractor shall provide media promotional marketing services in exchange for participation in the Santa Ana Public Library 2018 Summer Programs Kick-off City Event as set forth in the scope of services attached and incorporated as Exhibit A. 2. COMPENSATION a. City agrees to allow Contractor to participate in the event, and Contractor agrees to provide media promotional marketing services in exchange and as total payment for its services, as identified in Exhibit A. 3. TERM This Agreement shall commence on the date stated above and terminate on May 31, 2018, unless terminated earlier in accordance with Section 13, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise Page I of 6 discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability insurance. Contractor shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with California State law, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 2 of 6 6. INDEMNIFICATION Contractor agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 3 of 6 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Facsimile: 714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) Santa Ana, California 92702 Facsimile: 714-571-4221 To Contractor: Liberman Broadcasting dba KWIZ-FM La Ranchera 96.7 3101 W. 5"' Street Santa Ana, California 92703 Phone: 714-265-6353 rsaluado(i �lbimedia.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Ill. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Page 4 of 6 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon seven (7) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, Subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, including without limitation, the California Bureau of Security Page 5 of 6 N-2018-083 and Investigative Services. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemni fy City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Kh NMAR D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City A'ttt�t��or�n��e��y�� �� QQ By: .ST' N ko—, ik�V'blStiNLI.: LAURA ROSSINI, Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: �C r GERARDO MOUET, Executive Director Parks, Recreation & Community Services Agency CITY OF SANTA ANA RAUL GODINEZ City Manager Liberman Broadcasting dba K IZ-FM La Ran ter 96.7. RI 'ARDO SALGADO Promotional Manager Page 6 of EXHIBITA SUMMER PROGRAMS KICK-OFF 2018 PARTNERSHIP KWIZ-FM La Ranchera 96.7 FM looks forward to working with the Santa Ana Public Library (SAPL) on a partnership on its upcoming Summer Programs Kick - Off event on Saturday, May 19, 2018. La Ranchera 96.7 FM is a local radio station based in Santa Ana with a mission to build strong links with the community by raising awareness of local events that benefit the community. The following is an outline of what our partnership would consist of: LA RANCHER 96.7 FM TO PROVIDE: ON -AIR PROMOTION Monday 5114118— Saturday 919118 r (30) :30 second pre-recorded promotional spots r (6) :15 second live mentions on Thurs 5/17 & Fri 5/18 ADDITIONAL PROMOTIONAL SUPPORT r (1) Facebook postings on throughout the on -air promotional period r 2 hour La Ranchera 96.7 Street Team appearance from 10:00am- 12:00pm on day of event. TOTAL PROMOTIONAL VALUE: $8,000 SANTA ANA PUBLIC LIBRARY TO PROVIDE: r La Ranchera 96.7 to be recognized as a media sponsor of event. r (1) 1 0x1 0 space, electrical outlet for La Ranchera 96.7 tent on day of event r The opportunity for La Ranchera 96.7 to bring up to two (2) 3rd party clients to participate in the event and contribute with an exhibition that relates to the event theme with an educational purpose We look forward to working with you on this exciting partnership opportunity! Sincerely, Richard Salgado Promotions Manager KWIZ-FM La Ranchera 96.7 Office: (714) 265-6323 Fax: (714) 265-6363 ACCEPTED BY: x Santa Ana Public Library Representative Signature Date Print Name & Title SANTA ANA PUBLIC LIBRARY Saturday, May 19, 2018 10am-12pm Activities) Prizes! Library Resources! Learn about the Summer Reading Program! i rFr 1� , ,, r f R � i �Fjj,,' F��' k 11F I [�'f'F' OFF Main Library Newhope Library 26 Civic Center Plaza 122 N. Newhope Santa Ana CA 92701 Santa Ana, CA 92703 (714) 647-5250 �w (714) 647-6992 N-2018-083 ACG?R®e 16 . CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDNYYY) 1 04/05/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT; If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the car8ficate holder In lieu of such endorsement(s). PRODUCER 818-836-5800 Lockton Insurance Brokers, LLC $18-7121.5800 16633 Ventura Blvd., Ste. 1300 Encino, CA91436 ONTACT Tina Pastorius HONE —'- FAx AIc No Enh 818.836-B818 rvc No: 818-721.5818 MAIL ss, tpastorius(filockton.com INSURERS AFFORDING COVERAGE NAICe URER A: New York Marine & General Insurance Co. 16608 INSURED LBI Media, Inc, B1846 Empire Avenue URERC: Burbank, CA 91504 URERD: NSURERE: _ __ INSURER F: UUVFRAGE,S C;eKHFIOA It NUMBER: REVLCNYNNUMRER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I, IT TYPE OF INSURANCE ADDL INSR BURR WVO POLICY NUMBER POLICY EFF MM)DDIYY POLICY 9XP MMIODIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE 1,000,000 A IX COMMERCIAL GENERAL UASIUTY CLAIMS -MADE OCCUR ❑ ❑ PK201700012086 11/01/17 11/01/18 OAMAGETO RENTED PREMIS S Ep pcarrenca 100,000 MED EXP(Any orro pareon) 5.000 PERSONAL &ADV INJURY 11000,000 GENERAL AGGREGATE 2,000,000 GEML AGGREGATE U MIT APPLIES PER: PROOUCTS-COMPIOPAGG 2,000000 PRO, % POLICY JECT M LOC MOBILELIABILITYCOMBINED ❑ ❑ AU201700014269 11/01/17 11/01/18 SINGLE LIMIT (Ea aefdem)ANYAUTOPhysical 1,00E,00E BODILY INJURY (Per person)AWNEDN Damage FAALULOSSCHEDULED AUTOS DeductibleBODILY $1000 Comprehensive INJURY (Per acdtlenTO0 HIREDAUTOSNONANMED AUTOS $1000 Collision PROPERTY DAMAGE (Per accident) A X UMBRELLAUAS EXCESS LIAR X OCCUR CLAIMS -MADE ❑ ❑ UM201700006179 11/01/17 11/01118 EACH OCCURRENCE 10,000,00E AGGREGATE 10,000,00E DED I % I 0. TENTION 1 10000 A)FFICEIMEMSER RIVERS NOEMPLDYERS'ERS'LIABILITY YIN NY PROPRIETOR/PARTNERI EXECUTIVE EXCLUDED? Mandatory In NH) I yes, describe under WA ❑ WC201800016600 EVIDENCE ONLY 0310411E 03/04119 _ % STATU. ORY LIMITS OTH- ER E. HACCIDENT 1,000,000 DISEASE -EA EMPLo E 1,110,01E E.L.DISEASE -PO r3 MIT t 1,000,00E ESCRIPTION OF OPERATIONS below 'QI� DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLE$(Attach ACORD 101, Additional Remarks Schedule, Ir mom spa aa le a\Q1. @,'- RE: EVENT - CITY OF SANTA ANA CINCO DE MAYO FESTIVAL 2018 AND EVENT: OIA 8 U.KP FROM 1EAM—12NOON AT ANTA ANA PUBLIC LIBRARY, 26 CIVIC CENTER PLAZA, SANTA ANA, CA 92701 he City of Santa Ana, Its officers, employees, agents, and representatives are Included as an Add4l Insured. Includes 30-day notice of ancellation. Coverage Is primary and non-contributory. Waiver of subrogation applies. CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 CIVIC CENTER PLAZA THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO BOX 1968, M-16, SANTA ANA, CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. [!` a J cmt[f4iw ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/06) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PK201700012085 COMMERCIAL GENERAL LIABILITY CG 2012 06 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the folloN ling: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency Or Subdivision Or Politica Subdivision: The City of Santa Ana, its officers, employees, agents, and representatives are included as an Additional Insured. CITY OF SANTAANA 20 CIVIC CENTER PLAZA, PO BOX 1988, M-16, SANTA ANA, CA 92701 Section II — Who Is An Insured is amended to in- cfude as an insured any state or governmental agency or subdivision or political subdivision shown In the Schedule, subject to the following provisions: 1. This insurance applies only with respect to opera- tions performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or au- thorization. 2. This insurance does not apply to: a. 'Bodily injury", `property damage" or 'personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury' or 'property damage" included within the 'products -completed operations hazard". e6VA �ey�P (� 0 00, � CG 2012 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ POLICY NUMBER: PK201700012085 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other (2) You have agreed in writing in a contract Insurance Condition and supersedes any or agreement that this insurance would be provision to the contrary: primary and would not seek contribution from any other insurance available to the Primary and Non-contributory Insurance additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and d��