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HomeMy WebLinkAboutSHAKESPEARE BY THE SEA LLC INSURANCE ON FILE N-2024-230 WORT(MAY PROCEED UNTIL INSURANCE EXPIRES S I 1120zc- CITY CL DATE. am tiliF:11141:17:11-1‘ June 28,2024 Shakespeare by the Sea LLC("Speaker/Performer") Attn: Stephanie A. Coltrin, Festival Producer 514 N. Prospect Avenue Ste L-1 Redondo Beach, CA 90277 Re: Speaker/Performer Engagement Agreement This letter represents your agreement with the City of Santa Ana ("City") as entered into on the above date for the engagement described below: 1. Event Description: As further provided in Exhibit A,attached hereto,Speaker/Performer shall provide free for the public performances of works by William Shakespeare. 2. Date(s):July 31,2024 3. Event Time(s): 7:00 p.m.—9:00 p.m. 4. Location("Property"): Birch Park,210 N. Birch Street, Santa Ana,CA 92701 ("Property"). 5. Compensation: The total amount to be expended under this Agreement shall not exceed Seven Thousand, Five Dollars and Zero Cents($7,500); Speaker/Performer must provide IRS form W-9 before payment can be made. a. Payment of half of invoiced amount for each event shall be processed and paid one month prior to the event,subject to City accounting procedures. b. Remaining balance shall be processed and paid immediately after the event,subject to City accounting procedures. c. Payment need not be made for work that fails to meet the standards of performance that may reasonably be expected by City. 6. Provided by City: 9K Whisper generator/spider box and special 100-ft cord, space to put on the event and advertisement of the event. 7. Provided by Speaker/Performer: Insurance as prescribed in Exhibit B as well as other equipment and materials necessary, including, but not limited to: all equipment, props, costumes, materials, actors, and personnel for engagement. 8. City Contact Person(for coordinating purposes only): Juan Lara x4259 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, Letter Agreement—Shakespeare by the Sea Page 2 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/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. 11. Release: Speaker/Performer accepts the Property and any City-provided equipment used in connection with the performance 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 Property or City-provided equipment or Speaker/Performer'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 webcast or any other means. This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of Speaker/Performer'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. 14. Speaker/Performer 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. Speaker/Performer affirms that they are an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 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. [signatures page follows] Letter Agreement—Shakespeare by the Sea Page 3 SIGNATURE PAGE FOR SPEAKER/PERFORMER AGREEMENT WITH SHAKESPEARE BY THE SEA LLC FOR SHAKESPEARE IN THE PARK CITY OF SANTA ANA SHAKESPEARE BY THE SEA ay. aivz lvaro Nunez Stephanie A.Coltrin City Manager Festival Producer ATT T: APPROVED AS TO FORM: yAMl, 6:41 • Iri1: By. B on Salvatierra Ci er Deputy City Attorney OMMENDED FOR APPROVAL Hawk Swll UN 2?0}1 I6:13 P01) Hawk Scott Executive Director Parks,Recreation,Community Services Agency EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION:Shakespeare by the Sea EVENT:Shakespeare in the Park SERVICE DATE:July 31,2024 COMPENSATION DUE TO THE VENDOR: Total Not To Exceed $7,500.00 DESCRIPTION: Shakespeare by the Sea LLC,will provide: • Theater entertainment at the City's Shakespeare in the Park event • Performance schedule to take place at Birch Park on Wednesday,July 31, 2024 City will provide generator and spider box with a special cable. EVENT TIMELINE: 4:30pm Truck Arrives 4:45pm Cast/Staff arrive 5:00 Set up set, lights, props,costumes, merchandise, concessions 6:00 Preshow music starts 6:25 Raffle Sales 6:45 Preshow Curtain Speech 7:00 Performance 9:15 Show ends/post show meet and greet 9:30 Strike and pack truck 10:00-10:15 End of day PAYMENT: The Vendor will be paid 50%of the total one month prior to the event date and 50% on the day of the event via check. EXHIBIT B EXHIBIT B Speaker/Performer shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with services,products, and materials supplied to City. Total cost of such insurance shall be borne by Speaker/Performer. a. Minimum Scope and Limit of Insurance (1) Commercial General Liability (CGL). Insurance Services Office ("ISO") 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 and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. (2) Workers' Compensation. As required by the State of California, with statutory limits, and employer's liability insurance with a limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Speaker/Performer has no employees. (3) 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 proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: (1) Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policies required above, 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 connectionwith such work or operations. (2) Waiver of Subrogation. Speaker/Performer's insurance company(ies) agree(s)to waive all rights of subrogation against the City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Speaker/Performer under this Agreement. (3) Primary Coverage. For any claims related to this Agreement, Speaker/Performer's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. (4) Severability. A severability of interest provision must apply for all the additional insured, ensuring that Speaker/Performer's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. (5) Cancellation. Insurance policy(ies)herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. (6) Certificate Holder. The Certificate Holder on each evidence of insurance certificate shall be: City of Santa Ana, Attn: (name of department staff responsible for Agreement), 20 Civic Center Plaza M-XX (responsible staffs department mailbox), Santa Ana, CA 92701. The name and location of event should be included in the description of operations section of each certificate. c. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. City may require 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. d. 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. e. 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 allpolicy 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. f. 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. g. Special Events Coverage. Special events coverage is available and can by purchased by Speaker/Performer. Use this link to learn more: www.2sparta.com h. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM;DDNYYY) `...---- 03/01/2024 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(ies)must have ADDITIONAL INSURED provisions or 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 certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kathleen McDermott Bettis Insurance Services,Inc NAME: ( (310)521 4480 FAX PO Box 2816 A/C,NoExt) (AI �): E-MAIL kathleen@bettisins.com San Pedro CA 90731-0197 _ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A Nonprofits Insurance Alliance of CA(A VIII Rated) 0 INSURED INSURER B:State Compensation Insurance Fund 35076 Shakespeare By The Sea INSURER C: 515 N Prospect Ave.,Ste L 1 INSURER D: Redondo Beach CA 90277- INSURERS: _INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE ADDLI SUER POLICY EFF POLICY EXP uisn wvn POLICY NLM.EER (MMIDDIYYYYI EMMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X 2024-54378-NPO 03/01/2024 103/01/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE RENTED PRFMI.SESO(Fa occurrence) $ 500,000 MED EXP(Any one person) $ 20,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY J, JET LOC PRODUCTS-COMP/OPAGG $ 3,000,000 OTHER $ A AUTOMOBILE LIABILITY X 2024-54378-NPO 03/01/2024 03/01/2025 !Fa aCOMBINEDccideDt}SINGLE LIMIT S 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED i X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY 1 AUTOS ONLY (Per accident) 1 $ A I UMBRELLA LIAB X !OCCUR X 2024-54378-UMB 03/01/2024 03/01/2025 EACH OCCURRENCE $ 1,000,000 X EXCESS LIAR CLAIMS-MADE AGGREGATE $ 1,000,000 DED RETENTION$ $ B WORKERS COMPENSATION X 9091718-2024 03/07/2024 03/07/2025 X j PEesuTE OOTH- R— AND EMPLOYERS'LIABILI Y f N TY 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERtMEMBER EXCLUDED? N f A (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $ 1,000,000 N yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Improper Sexual Conduct X 2024-54378-NPO 03/01/2024 '03/01/2025 Each Occurrence 1 $1,000,000 General Aggregate $1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS f VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Cityof Santa Ana,its officers,employees,a ents and volunteers are named as additional insuredsper endorsement CG2011 1219 where required 9 q by written contract with the named insured subject to the terms and conditions set forth in the policy. Risk Management nim.mn • CERTIFICATE HOLDER • I a, r /.E CANCELLATION Al 000822 Ris`.r�lnnati.r SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Attn:Risk Management ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana CA 92701- AUTHORIZED REPRESENTATIVE t..t.. d242( ..... t1. 41\ aNj"mu ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2024-54378 COMMERCIAL GENERAL LIABILITY Named Insured: Shakespeare by the Sea CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises(Part Leased To You): Name Of Person(s) Or Organization(s) (Additional Insured): Any person or organization acting as a manager or lessor of a covered premises that you are required to name as an additional insured on this policy, under a written contract, lease or agreement currently in effect, or becoming effective during the term of this policy. Additional Premium: Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II—Who Is An Insured is amended to 2. If coverage provided to the additional insured include as an additional insured the person(s)or is required by a contract or agreement,the organization(s)shown in the Schedule, but only insurance afforded to such additional insured with respect to liability arising out of the will not be broader than that which you are ownership, maintenance or use of that part of the required by the contract or agreement to premises leased to you and shown in the provide for such additional insured. Schedule and subject to the following additional exclusions: B. With respect to the insurance afforded to these additional insureds, the following is added to This insurance does not apply to: Section III—Limits Of Insurance: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. If coverage provided to the additional insured is 2. Structural alterations, new construction or required by a contract or agreement, the most we demolition operations performed by or on will pay on behalf of the additional insured is the behalf of the person(s) or organization(s) amount of insurance: shown in the Schedule. 1. Required by the contract or agreement; or 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by law; and This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 11 12 19 ©Insurance Services Office, Inc., 2012 Page 1 of 2 STATE ENDORSEMENT AGREEMENT COMPENAATION INSURANCE FUND UND WAIVER OF SUBROGATION BLANKET BASIS Pagel HOME OFFICE SAN FRANCISCO 9091718-24 ALL EFFECTIVE DATES RENEWAL AT 12:01 AM PACIFIC STANDARD TIMEE EFFECTIVE March 7, 2024 AT 12 : 01 AM. LosAn eles TIME INDICATEDEDAT AT g PACIFIC STANDARD TIME AND EXPIRING March 7, 2025 AT 12 :01 AM 8778483 SHAKESPEAR BY THE SEA 515 N PROSPECTAVE SUITE#L1 REDONDO BEACH,CA 90277-3732 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US . THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2 . 00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION JOB DESCRIPTION ANY PERSON OR ORGANIZATION BLANKET WAIVER OF SUBROGATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY,ALTER,WAIVE OR EXTEND ANY OF THE TERMS,CONDITIONS, AGREEMENTS,OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED,NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY,ALTER,WAIVE OR LIMIT THE TERMS,CONDITIONS,AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT COUNTERSIGNED AND ISSUED AT SAN FRANCISCO:March 1,2024 AUTHORIZED REPRESENTATIVE PRESIDENT AND CEO 2572 SCIF FORM 10217(REV.4-2018) OLD OP 217