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HomeMy WebLinkAboutWE ARE HAPPY CORP. (HAPPY CORP) AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT U� � 0 2 �02`�' N-2026-210 s�o1s a ve��k Co� AGREEMENT WITH THE HAPPY GROUP TO PROVIDE i�tpert2�q17 A LIVE PERFORMANCE AT CITY OF SANTA ANA'S 2026 CHICANO HERITAGE FESTIVAL THIS AGREEMENT is made and entered into this 7th day of August, 2026, by and between We are Happy Corp ("Contractor"), a California corporation dba Happy Group, f/s/o La Union and Baby Bash ("Artists"), 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 artists to provide live performances at the City's Chicano Heritage Festival on Sunday, August 23, 2026 ("Event"). B. Contractor represents that it is able and willing to provide such services to the City for performances by La Union and Baby Bash at the Event. 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. 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: I. SCOPE OF SERVICES a. Contractor shall provide performances by the Artists detailed below for the City's Chicano Heritage Festival on Sunday, August 23, 2026 between 3:00 p.m. —7:00 p.m. at Centennial Park located at 3000 W. Edinger, Ave, Santa Ana, California. b. La Union: Artist shall provide a forty-five(45) minute live performance to be coordinated with event staff per Exhibits A and B, attached hereto.Contractor's Initials: J C. Baby Bash: Artist shall provide a thirty(30)minute live performance to be coordinated with event staff per Exhibits A and C, attached hereto. Contractor's Initials: J d.. Contractor must provide song list of family friendly, clean edit songs with lyrics to be approved by the City of Santa Ana prior to performance. Page I of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City. The total amount to be expended under this Agreement shall not exceed $25,000. b, City shall pay a fifty (50) percent deposit to the Contractor upon full execution of the Agreement, or as soon as possible under City accounting procedures. The remaining fifty(50)percent shall be paid the day of the Event. C. Contractor agrees and understands that above referenced payment schedule is subject to provision of and confirmation of the Contractor's proof of insurance coverage, or Certificate of Insurance ("COI") pursuant to the insurance requirements provided in Exhibit D. d. Contractor agrees that the City is not responsible for payment directly to Artist nor anyone else purporting to represent them. e. Union fees,manager and/or agent commissions, and insurance obligations are part of the cost of production and City shaft not be liable or responsible for any such - payments under this Agreement. f. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work,which may reasonably be expected by City. 3. TERNI This Agreement shall commence on August 23, 2026 and terminate on August 31, 2026, unless terminated earlier in accordance with Section 17,below, 4. ROYALTY-FREE LICENSE The City shall have the right and royalty-free license to simulcast or produce and show a tape-delayed broadcast of the Artist's performance to the City community or general public, through the internet or any other means. This license shall be non-exclusive and the copyright shall remain with the Artist. Copies of Artist's performance may be maintained by the City, and Artist consents to use of such recordings. 5. INDEPENDENT CONTRACTOR Contractor and Artist shall, during the entire term of this Agreement, be construed to be independent contractors and not employees 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 and/or Artist perform the services which are the subject matter of this Agreement; however, the Page 2 of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT services to be provided by Contractor and Artist 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. G. INSURANCE Insurance requirements attached hereto as Exhibit D. 7. RELEASE Contractor, on behalf of Artist, accepts any City-provided equipment used in connection with the performance in their "as-is" condition, with all faults. Artist, on behalf of Artist, 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, wider any present or future laws, statutes, or regulations for any claim or event relating to the condition of the City-provided equipment or Artist's use thereof. 8. INDEMNIFICATION Contractor and Artist agree to defend, and shall 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 negligent operations of the Contractor, Artist, or subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 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 and Artist further agree 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 and Artist'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 of,pertain to,or relate to the negligence,recklessness,or willful misconduct of the Artist. Page 3 of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor and Artist shall defend, indemnify and hold harmless the City, its officers, agents,representatives, and employees against any and all liability,including costs,and attorney's fees, for infringement of any United States' letters patent,trademark, or copyright contained in the work product or documents provided by Contractor and/or Artist to the City pursuant to this Agreement. 10. 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 Artist 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 of 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. 11. CONFIDENTIALITY If Contractor or Artist receive from. the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor and Artist agree that they 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 and/or Artist disclosed in a publicly available source; (c) is in rightful possession of the Contractor and/or Artist without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) is independently developed by the Contractor and/or Artist without reference to information disclosed by the City, 12. CONFLICT OF INTEREST CLAUSE a. Contractor and Artist 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. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as Page 4 of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor and Artist or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution d, The Contractor and Artist must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor and Artist warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor and Artist hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to,identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Contractor and Artist covenants that none of its directors,officers,employees,or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from. the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 13. 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 fax or other telegraphic communication in the manner provided in this Section., to the following persons. To City: City Clerk City of Santa Aria 20 Civic Center Plaza(M•30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With copy to: Executive Director Parks,Recreation, and Community Services Agency City of Santa Ana 20 Civic Center Plaza(M-23) P.O. Box 1988 Page 5 of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT Santa Ana, California 92702 To Contractor: We are Happy Corp(dba Happy Group) Attn: Gianna Gonzalez 13017 166th Street Cerritos, CA 90703 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 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor on behalf of Artist 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 or 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. 15. 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 that are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. 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 specifies. Page 6 of 8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT 17. 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. 18. 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. 1.9. JURISDICTIONS-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 inay be brought or arise out of, in connection with or by reason of this Agreement. 20. 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. 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. 21. 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 including,but not limited to, the California Talent Agency Act. Page 7of8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT C. 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: CITY OF SANTA A nni er Alvaro Nunez City C rk City Manager APPROVED AS TO FORM CONTRACTOR SONIA R. CARVALHO City Attorney r �y: J�1?w �onathanT. Martinez Jonathan Romo Assistant City Attorney Founder/CFO RECOMMENDED FOR APPROVAL 6 Vrl—k1d katliryn Do As, CPA Assistant City Manager Page 8of8 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT EXHIBIT A-SCHEDULE Chicano Run of Shove 2026 2:55 PM - Old School Becky Lu announces the cars entering the park 3:00 PM - 3:10 PM - Funk Freaks 3:10 PM - 3:45 PM- Aalon 3:45 PM - 3:55 PM -Funk Freaks 3:55 PM - 4:20 PM — The McCharmlys 4:20 PM - 4:30 PM- Funk Freaks 4:30 PM - 5:00 PM -Council Speaks 5:00 PM - 5:45 PM -- La Union 5:45pm - 5:55 PM— Funk Freaks 5:55 PM — 6:20 PM --Diamond Ortiz 6:20 PM - 6:30 PM --Funk Freaks 6:30 PM — 7:00 PM Baby Bash AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT EXHIBIT B—RIDER(La Union) Exhibit B LA UNION �e 0 .• Y itOV � i BASS DRUM Q BASS VOCALS HDMI VISUALS. ® SNARE BACKING VOCALS KEYS R HH ® LEAD VOCALS KEYS L CYMBALS R GUITAR © CYMBALS L STEREO TRACK L TOMS1 STEREO TRACK R TOMS 2 CLICK BASS GUITAR WHISPERS 4 DI IN LEAD VOCALS POSITION FOR BACKING TRACKS AND CLICKS.. 3 POWER 11 OV IN LEAD VOCAL POSITION. IN EAR MONITORS FOR LEAD VOCALS. Generado con Ridermaker 1 1 1 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT EXHIBIT C--RIDER(Baby Bash) BA 1.ADVERTISING Purchaser agrees and understands that all advertisements must usethe proper spelling and/or correct punctuation of Artist as Baby Bash and remain in compliance with the Artist Engagement Agreement. City agrees to advertise on City webs1e and social media outlets once agreement is executed. 2, GUEST LIST Purchaser agrees that Artist shall be allowed to provide complimentary admission of no less than(20)guests to be recognized by their presence on a guest list or via accompaniment of Artist. Said guest list will beprovided on the day of the Event. 3. SECURITY Purchaser shall guarantee proper security at all times to ensure the safety of the Artist,Artist crew and personal property. City agrees to have on-site hired security as well as Santa Ana PD present at all times during the Festival. 4. VIP ROOM OR AREA Purchaser agrees to provide a clean,reasonably lit,secure VIP room or area inside the venue that will be available to Artist and guests upon arrival. Artist VIP roorn MUST be absolutely secured and there shall not be any persons in said VIP room or area until the arrival of Artist.Artist and Artist's authorized guests will beallowed In the VIP area at no charge. As this is not a standard venue, City will ensure security of the designated 1 Q'x 20'green room for Baby Basis and his VIPs to use back stage. 5. PARKING Purchaser must provide parking spaces for three(3)vehicles in a location of close proximity to and with direct access to the venue.This parking space will bereserved for Artist for a period of two (2) hours prior to the arrival of Artist and remain until one(1) hour after departure. 6,Dress/Photography Taking flash photography and or video of the artist while on or off stage is not permitted unless Artist management gives prior consent. All radio,television, magazine or other interviews which require the participation of the artist must have prior approval from management. City is able to have staff photographer to document the event,including photo's taken during the artist's performance. Page 1 of 2 BA 'Y H • Audio/ Video Requirements - City will make best attempt to allow for a sound check prior to artist's performance. Monitors:At least(5)five 12"full range floor wedges spread evenly across the:front of the stage.Side fills to consist of at least one 15"bottom and 12"full range top located stage front of each side of the stage.At least(2)two full range floor wedges located on each side of DJ Setup. IEM System: (2) IEM body packs(Shure Preferred)with Independent Mix control from monitor wedge mix. Wireless Mics : (4) Shure Wireless Mics with SM58 Capsules DJ Backline : Required Equipment, no exceptions to below requirement (1) Pioneer S11 Mixer (2) Pioneer CDJ3000 Multiplayers (2) USB A to B cables connected from each CDJ to S11 Mixer (1) USB B to C cable from Mixer to DJ Laptop (1)Male HDMI Video send to feed any inhouse video source Risers. (1)3 Ft Stage Riser,center rear stage. DJ Setup to be placed in center. Video: Purchaser will provide a high-quality Video System with HDMI input placed at DJ booth on stage setup, The Video System must be fully operational and staffed when the artist's production crew arrives at the venue.The artist's team shall have unrestricted access to their respective system including Video Wall, Scaler, and Computer. Venue should be capable of playing both video loops provided during sound check aswell Gasaccepting feed from show DJ. O Venue Hospitality -Dressing rooms should be in a clean secure area with security at any entrance point. 1 Full Length Mirror Snacks,water and other beverages will be provided Page 2 of 2 AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT EXHIBIT D-INSURANCE REQUIREMENTS Exhibit D—Insurance Requirements Contractor shall procure and maintain for the duration of the agreement, the following insurance coverages: MINIMUM SCOPE AND LIMIT OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): 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 and $2,000,000 aggregate. • Automobile Liability (AL); Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$1,000,000. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance,provided that such policy is endorsed for business use and provides coverage with a minimum limit of$1,000,000. Required policy limits can be met with primary and umbrella/excess insurance policies. • Workers' Compensation (WC): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no loss than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Contractor has no employees. Contractor attests that its workers' compensation coverage extends to all persons who will be working with the City under the agreed scope of services. If Contractor maintains broader coverage and/or higher limits than the minimums shown. above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1, CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials,parts, equipment, and personnel furnished in connection with such work or operations. 2. CGL, AL, and.WC policies: Insurance company(ics)agrees to waive all rights of subrogation against 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 Contractor for City. 3. All required insurance policies: For any claims related to this contract, Contractor'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. Exhibit D—Insurance Requirements 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whore a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required 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(1.0) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be; City of Santa Ana, Attention: Parks, Recreation, &Community Services Agency, 20 Civic Center Plaza(M-23), Santa Ana, CA 92701.The name and location of the event should be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. City may require Contractor 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. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII,unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide theta. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date.must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Contractor must purchase "extended reporting"coverage for a minimum of three(3) years after completion of work. Subcontractors Exhibit D—Insurance Requirements Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from. sub-contractors. 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. WEARE-2 �acoRO CERTIFICATE OF LIABILITY INSURANCE D8/12/0lY 0 zfl26 �--� a1121s 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 endorsements. PRODUCER 702-878-2120 CONTACT Robert A Barber 11"Pike" Hospitality Insurance Agency aICoN. EXt:702-878-2120 arc,No:702-878-6088 5940 S Rainbow Blvd Las Vegas, NV 89118 E-MAIL .Pike@HospitalitylA.com Robert A Barber it"Pike,, INSURER(SI AFFORDING COVERAGE NAIC M INSURER A Texas Insurance Company IN sUREO INSURER B,Chubb Insurance Solutions Agen 38989 1IVe are Happy Corp Happy Group LLC E 13017 166th Street Cerritos,CA 90703 D INSURER E: 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 TYPEOFINSURANCE ADDLSUBR pOLICYNUMBER POLICY EFF POUCYEXPITR LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE ?OCCUR BESGLPTCA01160117162201 08102/2026 08102/2027 DAMAGETORENTED $ 100,curreno000 MED EXP(AnyonePerson) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMPICPAGG $ 1,000,000 OTHER: Liquor $ 1,000,000 A AUTOMOBILE LIABILITY COMBINEeD SINGLE LIMIT $ 1,000,000 (Ea aecidANY AUTO BESG LPTCA01 160117162201 0810212Q26 08/02/2027 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NONO}WNED RO'EcR IF) $ AUTOS ONLY AUTOS ONLY A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAMS-MADE USEX5526965 08102/2026 08/02/2027 AGGREGATE $ 2,000,000 DED I I RETENTION$ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY YIN 27 7184-96-67 08/02/2026 08/02/2027 1,000,000 ANY PROPRIETORIPARTNERIEXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERWEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE,EA EMPLOYE $ 1,DDD,DDD If yes,describe under 1,OOD,OOD DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMI7 $ DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Chicano Heritage Festival is on 8/23/26-Centennial Park,Santa Ana CERTIFICATE HOLDER CANCELLATION CITOFSA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 20 Civic Center Plaza Santa Ana,CA 92701 AUTHORIZED REPRESENTATIVE /T 4 /�- ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD: HOLDER CODE CITOFSA WFARE-2 PAGE 2 INSURED'S NAME We are Happy Corp OP III: LY "ate 0$11212026 City of Santa Ana, its City Council, officers, o fficials, employees, agents, and volunteers are listed as additional insureds with respect to work performed by the named insured per written contract/agreement regarding general liability and automobile liability. Coverage is Primary & Non-Contributory with a Waiver of Subrogation included per written contract. Workers'Compensation and Employers'Liability Policy Named Insured Endorsement Number WE ARE HAPPY CORP Policy Number Symbol: Number: 27 7184-96-57 Policy Period Effective Date of Endorsement 08/02/2026 TO C810212027 08102l2026 Issued By(Name of Insurance Company) Federal Insurance Company Insert the 2olicy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the prepamtor of the olic . CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page, 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. { ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2, Operations: 3. Premium: The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: QJV", Authorized Representative WC 90 03 75(05/18) Insured Copy Insured Name: Policy Number: Policy Effective Date We Are Happy Corp BESGLPTCA01160117162201 8/2/2026 PRIMARY AND NON-CONTRIBUTORY AMENDATORY ENDORSEMENT Policy Amendment—Commercial General Liability This Endorsement changes the Policy. Please read it carefully. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Person Or Organization As Required Per Contract or Agreement Information required to complete this Schedule,if not shown above, will be shown in the Declarations. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 4. Other Insurance is hereby deleted and replaced with the following: 4. Other Insurance if other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, with respect to any other valid and collectible insurance available to a person or organization as scheduled above, this insurance shall be primary to other available sources, except where the liability of such person or organization is caused by his, her, or its own negligence. Nothing herein shall be construed to make this Policy subject to the terms, definitions, conditions and limitation of any other insurance. b. Excess Insurance (1) This insurance is excess over: (a) any of the other insurance,whether primary, excess, contingent or on any other basis: (i) that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; ES-4009SA-NAC (10-2022) Page 1 of 2 Insured Name: Policy Number: Policy Effective Date (ii) that is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) that is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) if the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I-- Coverage A — Bodily Injury And Property Damage Liability. (b) any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. c. Method Of Sharing In the instance where we are primary, we will be non-contributory. In any other instance, we will contribute as follows: If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. (1) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (2) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Lit-nits of Insurance shown in the Declarations of this Coverage Part. This Endorsement is otherwise subject to all the terms, conditions, exclusions, limitations, and provisions of the policy to which it is attached. ES-40098A-NAC (10-2022) Page 2 of 2 POLICY NUMBER: BESGLPTCA01160117162201 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: As Required by Contractor Agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions; We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 13 POLICY NUMBER: BESGLPTCA01160117162201 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization(s): As Required by Contract or Agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 -- Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III— Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury' required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1• Required by the contract or agreement; or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to Such additional applicable Limits of Insurance shown in theDeclarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1