HomeMy WebLinkAboutCHERUB EXECUTIVE SERVICES (4)INSURANCE ON FILE N-2023-145-01
WORK MAY PROCEED
NTIL INSU A CE EXPIRES
ITY CLERK
ATE:
AGREEMENT WITH CHERUB EXECUTIVE SERVICES, TO PROVIDE SECURITY
SERVICES AT C1TV'S JIINETEENTH EVENT
1 HIS AGREEMENT is made and entered into this 9lh day of August, 2023, by and between
Cherub Executive Services, a California corporation ("Contractor"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State ofCalifomia ("City").
RECITALS
A. On April 21, 2023, the City entered into Agreement 9N-2023-145 ("Agreement") with
the Contractor to provide unarmed security guard services at the City's Juneteenth
event, which was held on June 17, 2023 ("Event").
B. Contractor completed the services for the Event.
C. On July 10, 2023, Contractor submitted invoice # 133486 for services rendered under
the terms of die Agreement. Review of the invoice noted that additional costs for
services required at the Event included costs above those stipulated by the Agreement.
D. City and Contractor enter into this Agreement for City to compensate Contractor for
additional services provided to the City at the Event. 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 were performed in
compliance with such standards as may reasonably be expected.
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
a. Contractor provided eight (8) unarmed security guards to conduct security services
including roving security patrols and any other security services needed for the
Event. Security guard services were scheduled for eight hours per security guard.
b. All security guards were assigned to provide services pursuant to the terms of the
Agreement and were to be registered with the California Bureau of Security and
Investigative Services.
C. Invoice #133486, attached here as Exhibit A, details an additional 3 hours of
overtime work for four (4) of the assigned security guards. City agrees to
compensate Contractor for the additional overtime work hours listed in Exhibit A.
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2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept the overtime rate of $67.50 an
hour for security guard services. The total compensation authorized by this
Agreement for additional overtime services shall not exceed $810.00.
b. City will compensate Contractor for services and compensation provided in
Agreement #N-2023-145 in the amount of $2,880.00. The combined amount for
compensation owed under Agreement 4N-2023-145 and this new Agreement shall
not exceed $3,690.00, as detailed in Exhibit A.
C. Full payment by City shall be made within forty-five (45) days of the Final
execution of this Agreement.
3. TERM
This Agreement shall commence on the effective date above and terminate per the time
period noted in Section 2.c., above.
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 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
Contractor shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Contractor, his agents,
representatives, employees or subcontractors.
a. Minimum Scope and Limit of Insurance:
I. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance, utilizing 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 $2,000,000 per occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this projecvlocation ( ISO
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CG 25 03 or 25 04) or the general aggregate limit shall be twice the required
occurrence limit
2. Automobile Liability. ISO Fona Number CA 00 01 covering any auto (Code I ),
or if Contractor has no owned autos, hired, (Code 8) and non -owned autos (Code
9), with limit no less than $1,000,000 per accident for bodily injury and property
damage.
3. Worker's Compensation Insurance. as required by the State ofCalifornia, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
4. Broader Coverage. If the Contractor 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 Contractor. Any
available insurance proceeds in excess ofthe specified minimum limits of insurance
and coverage shall be available to the City.
b. 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
Contractor including materials, parts, or equipment fumished in connection with
such work or operations. General liability coverage can be provided in the form of
an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20
10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG
20 33, or CG 20 38; and CG 2037 if a later edition is used).
2. Primary Coverage. For any claims related to this contract, the Contractor'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 ofTcers,otTicials, employees,
or volunteers shall be excess of the Contractor'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. Contractor hereby grants to City a waiver of any right to
subrogation that any insurer of said Contractor may acquire against the City by
virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be 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.
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s, Self- IusuredItetcnIkinv. SeII'-insured «tenIions most hedecIaredtoand approve (I
by the ('ity I'he( 'it) may require the Contractor to purchase coverage with a lower
retention or provide proof of uhility to pay losses and related investigations, claim
administration, and defense expenses within the retention. [he policy language
shall provide, or be endorsed to provide, that the selr-insured retention may he
satislied by either the named insured or City.
G. 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
A:VII, unless otherwise acceptable to the City.
7. Verification of Coverage. Contractor 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 Contractor'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.
8. Special Risks or Circumstances. City reserves the right to modit} these
requirements, including limits, based on the nature of the risk, prior experience.
insurer, coverage, or other special circumstances.
6. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: ( I ) for personal
injury. damages, just compensation, restitution, judicial orequitable relicfarising out ofclaims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor or its 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. The Contractor further agrees to indemnity, hold harmless, and pay all costa 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 orequitable relief due to personal
or property rights arises by reason of the terms of', or effects arising from this Agreement. City
ma% make all reasonable decisions with respect to its representation in any legal proceeding.
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Nomilhslanding the linegoing, to the extent Contractor's services arc subject to ( ivil Code
Section 2782.8. the above indemnity shall be limited, to die extent required by Civil Code Section
2781.8. to claims that arise of, pertain to, or relate to the negligence, recklessness. or willful
misconduct of tlic Contractor.
7. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies or such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
8. 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 oven 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.
9. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
.Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in wtitin_ and shall be deemed to be properly ui%en if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic commmmication in
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the manner prodded in IIIk Seel ion, hi the following persons:
1 u l'itw: ('fly Clerk
1 6 ol'Sanut Ann
20 Civic Center Plva (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
Willi copy to: Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ann
20 Civic Center Plaza (M-23 )
P.O. Box 1988
Santa Ana, California 92702
To Contractor: Mark A. Croce, President
Cherub Executive Services
365 North Magnolia Avenue
Anaheim, CA 92801
( hcruhexeeutivcac_rvWe N �ahoa.eom
(562)243-1418
A party may change its address by giving notice in writing to the other party. Thereafter,
anv 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 fax, 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
timeframes, weekends, federal, state, County or City holidays shall be excluded.
11. 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 ofa 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 or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, hate been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
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12. ASSIGNMEN'l
Inasmuch as this Agreement is intended to secure the specialized services of Contractor.
Contractor may not assign, translir, delegate, or subcontract any interest herein without the prior
written consent of the City and tiny 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 that are the subject to this
Agreement pertbrnted by City personnel or by other consultants retained by City.
13. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right.
or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifics.
14. TERMINATION
This Agreement may be terminated by the City upon five (5) 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, except that payment need not be made for work that fails to meet the standard of
performance specified in the Recitals of this Agreement.
15. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided 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.
16. 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.
17. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
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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. 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.
18. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify 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. Contractor represents and warrants that it is in compliance and will maintain
compliance with all applicable laws and will maintain any required license.
C. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
d. In the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth in any Exhibit, purchase
order, or other document relating to the transactions contemplated by this
Agreement, the terms and conditions set forth in this Agreement shall prevail.
e. This Agreement is the final and complete agreement and any prior or
contemporaneous agreement(s) for similar services between the parties is
superseded by this Agreement.
[signature page to follow]
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N-2023-145-01
IN WI I NI?SS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
JENNIF t L. ALL r
erk
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: .
�- randon Salvatierra
Deputy City Attorney
RECOMMENDED FOR APPROVAL
CITY OF SANTA ANA
KRIS'I' N� RID Fe
City Manager
Hawk Scott
Executive Director
Parks, Recreation, and Community Services Agency
CONTRACTOR
Cherub Executive Services
Mark Groce, President
Page 9 of 9
EXHIBIT A
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Garcia, Stephanie
From: City of Santa Ana < certificate- request@ctrax.jdidata.com>
Sent: Monday, June 12, 2023 12:12 PM
To: Garcia, Stephanie; Cherubexeartiveservice@yahoo.com; Christine@focuslins.com; Leon,
Monique
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Cherub Executive Service
Name:
Project TBD (074)
Number:
Project Agreement With Cherub Executive Services, To Provide Security
Name: Services At City's 2023 Juneteenth Event
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
WORKERS COMPENSATION AND EMPLOYERS'
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
POLICY NUMBER EXPIRATION COI DATE FILE NAME
DATE
Cert of Ins -City
023475475 07/07/2023 05/20/2023 of Santa Ana
.PDF
SIGLO15629231 03/07/2024 05/26/2023 Cert of Ins - City
of Santa Ana.PDF
Cert of Ins - City
5300004879231 03/07/2024 05/20/2023 of Santa Ana
.PDF