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HomeMy WebLinkAboutBLACKBIRD,CODY0,, City of Santa Ana '° ' Clerk of the Co .cll AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC Office Use Onlv FI"ME COUNCIL 1-1 . 2 FiW �g J No. N-2022-295 was completed on ( and final payment has been made. (List all amendments. Use space below if needed.) Department: F (?LSA Phone/Ext Signature: ��Pv1 irs� Date: 1 o/t O�a is\agreementsWormslform- agreement termination form_goldenrod.doc e 2022 (Month) (Day) C Cody Blackbird ("Speaker/Performer") 11557 W. Coloma Road Arizona City, AZ 85123 Re: Speaker/Perfonner Engagement Ai eement This letter represents your agreement with the City of Santa Ana ("City") as entered into on the above date for the engagement described below: Event Description: As further described in Exhibit A, attached hereto, the band, Cody Blackbird, will provide a one (1) hour musical performance for PRCSA. The live performance will take place at the City's Indigenous Peoples Day event at a time to be coordinated with event staff. 2. Date(s): Saturday, October 8, 2022. Event ime(s): 12:00 p.m. — 8:00 p.m. 4. Location: Plaza of the Sun, 20 Civic Center Plaza, Santa Ana, CA 92701 (`.`Property") 5. Compensation: $7,500.00 (payable on day of the event, pursuant to City accounting procedures); Speaker/Performer must provide IRS form W-9 before payment can be made. Speaker/Performer is responsible for direct payment to individual band members/performers. 6. Equipment provided by City: advertising the program, space for the patrons attending, stage, sound and lighting equipment, and staff to assist with setup.. 7. Equipment provided by Speaker/Performer: insurance as required by the City and further detailed in Exhibit B, list of family friendly songs with lyrics to be approved by the City of Santa Ana prior to performance, and all other equipment and materials necessary. & City Contact Person (far coordinating purposes only): Rodolfo Fernandez 9. Independent Contractor: Speaker/Performer 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 discretion or control over the professional manner in which Speaker/Performer performs the services that are the subject matter of this Agreement; however, the services to be provided by Speaker/Performer shall be provided in a manner consistent with all applicable standards and regulations. Speaker/Performer 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. 10. Indemnification: Speaker/Performer, his or her agents, or employees (if applicable) agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from and against all loss, expenses, or liability (including costs and attorney's fees) arising from the negligence or willful misconduct of Speaker/Performer, his or her agents, or employees. Speaker Agreement — Cady Blackbird Page 2 1, Release: Speaker/Performer accepts any City -provided equipment used in connection with the perfonnance in their ',.as -is" condition, with all faults. Speaker/Performer fully releases, waives and discharges forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not to sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on behalf of by, through or under each of them, under any present or future laws, statutes, or regulations for any claim or event relating to the condition of the City -provided equipment or Speaker/Perfor-mer's use thereof. 12. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast of Speaker/Performer's presentation to the City community or general public, through webeast or any other means. This license shall be non-exclusive and the copyright shall remain with the Speaker/Perfonmer. Copies of SpeakerfPerforrner's presentation may be maintained by the City, and Speaker/Performer consents to use of such recordings. 13. Speaker/Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that may be required by unions or similar organizations. Speaker/Performer shall indemnify the City against any liability or damages, including attorney's fees, that may arise as a result of violation by Speaker/Performer of copyright laws. 14. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection with any activities related to this Agreement. 15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under the laws of the state of California. Both parties 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. 16. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Speaker/Performer. CITE' OF SANTA ANA KRISTINE RIDGE City Manager ATTEST: Clerk of the Council Hawk Parks, Recreation and Community Services Agency SPEAKERIPERFORMER Cody Blackbird Musician APPROVED AS TO FORM: By: AT-a--n-2—on Salvatierra Deputy City Attorney EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION: Cady Blackbird 11557 W. Coloma rd. Arizona City, AZ. 85123 (520) 307-6383 EVENT: Indigenous Peoples Day SERVICE DATE(S): October 08, 2022 COMPENSATION DUE TO THE VENDOR: $7,500 to be paid day of the event. DESCRIPTION: Cody Blackbird is a band and will be performing for 1 hour for the city of Santa Ana's 2022 Indigenous Peoples Day taking place October 08, 2022. The event will take place at The Plaza of the Sun 20 Civic Center Plaza Santa Ana, CA 92701. Open Hours -- event will open at 12 pm and close at 8 pm. EXHIBIT B Exhibit B — Insurance Requirements Speaker/Performer shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property that may arise from or in connection with products, materials, and/or services supplied to the City. The cost of such insurance shall be borne by the Speaker/Performer. a. Minimum Scope and Limit of Insurance: 1. Commercial General Liability Insurance. Coverage shall be at least as broad. as Insurance Services Office Form. CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Broader Coverage. If the Speaker/Performer maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Speaker/Performer. Any available insurance prods in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Speaker/Performer to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. c. Other Insurance Provisions Additional Insured. Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Speaker/Performer including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Speaker/Performer's insurance (at least as broad as ISO Form CG 20101.1 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 3 8; and CG 2037 if a later edition is used). 2. Primary Coverage. For any claims related to this contract, the Speaker/Performer's insurance coverage shall be primary coverage at least as broad. as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Speaker/Performer's insurance and shall not contribute with it. 3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation. Speaker/Performer hereby grants to City a waiver of any right to subrogation that any insurer of said Speaker/Performer may acquire against the City by vine of the payment of any loss under such insurance. Speaker/Performer agrees to obtain any endorsement that maybe necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than AYII, unless otherwise acceptable to the City. 6. Verification of Coverage. Speaker/Performer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Speaker/Performer's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time, 7. Subcontractors. Speaker/Performer shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Speaker/Performer shall ensure that City is an additional insured on insurance required from subcontractors. S. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.