HomeMy WebLinkAboutVOLCAN ADVERTISING & ENTERTAINMENT-2017City of Santa P ^a
Clerk of the Coup.-il
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amendments (if any) are no longer in effect.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.
COTC Office Use Only
City of Santa Ana
Clerk of the Council
The agreement with J 61 Q-0 4n tom' AEI Ql(C yS`n� 1(Y�t �QJYL �f�i�
No. was completed on 31 l and final payment has been made.
(List all amendments. Use space below ff needed.) J
fa�.- ao\-I-O�i -0 Department: Tp-C Ts iAV ^(
jar- 'Do-I-0S\ Phone/Ext.:
Signature: \G... ` k'rp-Ai` .-
Date: -7 1 ,--*g L�)'\
Revised: 10-18-16
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERi OF COUNCIL
CIATP 313� f 7-ot 7
A-2017-051
AGREEMENT WITH VOLCAN ADVERTISING & ENTERTAINMENT SERVICES
THIS AGREEMENT is made and entered into this 21't day of March, 2017 by and between
Volcan Advertising & Entertainment ("Contractor"), and the City of Santa Ana, a charter city
and municipal corporation organized and existing under the Constitution and laws of the State of
California ("City"),
RECITALS
A. The City desires to retain a contractor having special skill and knowledge in the field of
providing advertising and entertainment services for various City hosted events.
B. On January 18, 2017, the City issued a Request for Proposals for various event services.
C. The proposals were evaluated based on experience, understanding, capacity and price.
Contractor's proposal was rated the highest score, therefore, the City recommends
entering into an agreement with Volcan Advertising & Entertaining services for large-
scale City hosted events.
D. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in this field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall provide advertising and performer entertainment services for large-scale
City hosted events. The Contractor will be expected to provide insurance for performers.
Additionally, the Contractor will be responsible for any special requests from the performer. The
Contractor is also expected to coordinate with various City departments and other contractors
associated with the event(s). The Contractor must provide a listing of talent they represent. Due
to the differences in pricing based on the performer, each performance pricing will be negotiated
with the City for each event,
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services an
amount up to and not to exceed Ninety Thousand Dollars ($90,000) for each annual
term. The total sum to be expended under this Agreement shall not exceed Two
Hundred and Seventy Thousand Dollars ($270,000) for the entire term of the
Agreement, including any renewals.
Page 1 of 7
For each City -hosted event served by Contractor, City shall pay 50% of the invoice
amount within thirty (30) days following receipt of proper invoice, subject to
accounting procedures. Final payment for the remainder 50% shall be made on the
day of the event at the conclusion of the performance. Payment need not be made for
work which fails to meet the standards of performance set forth in the Recitals which
may be expected by the City.
Sul
This Agreement shall commence on March 21, 2017 and terminate on December
31, 2017, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement may be extended for an additional two, one-year renewal options, by a writing
executed by the City Manager and the City Attorney.
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
Prior to undertaking performance of work under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a, Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not
be limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any
act or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts
of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary with
respect to insurance or self-insurance programs maintained by the City; and (c)
contain standard separation of insureds provisions.
Page 2 of 7
b. Business automobile liability insurance, or equivalent form, with a combined
single limit of not less than $1,000,000 per occurrence. Such insurance shall
include coverage for owned, hired and non -owned automobiles.
Worker's Compensation Insurance. In accordance with the California Labor
Code, Contractor, if Contractor has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior
to commencing the performance of the work under this Agreement, Contractor
agrees to obtain and maintain any employer's liability insurance with limits not
less than $1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or
engineer: Professional liability (errors and omissions) insurance, with a combined
single limit of not less than $1,000,000 per claim with $2,000,000 in the
aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect, by
consultant, without thirty (30) days prior written notice to the City.
(iv) Contractor shall supply City with a fully executed additional insured
endorsement.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance
has been procured and is in force and paid for, the City shall have the right, at the
City's election, to forthwith terminate this Agreement. Such termination shall not
affect Contractor's right to be paid for its time and materials expended prior to
notification of termination. Contractor waives the right to receive compensation
and agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
G. INDEMNIFICATION
Contractor agrees 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
Page 3 of 7
claims for personal injury, including death, and claims for property damage, which may arise
from the negligent operations of the Contractor or its contractors, 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 further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's
services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the
extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Contractor.
7. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care.
8. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1.988
Santa Ana, CA 92702-1988
Fax, (714) 647-6956
Page 4 of 7
With copies to:
Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 571-4221
To Contractor: Volcan Advertising & Entertainment
1030 N. Mountain Ave., Suite 279
Ontario, CA 91762
Phone: 909-629-5252/ FAX: 909-629-1818
A party may change its address by giving notice in writing to the other party. 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
time frames, weekends, federal, state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor regarding the subject matter therein, and supersedes any and all other agreements,
oral or written, between the parties. In the event of a conflict between the terms of this
Agreement and any attachments hereto, the terms of this Agreement shall prevail. This
Agreement may not be modified except by written instrument signed by the City and by an
authorized representative of Contractor. The parties agree that any terms or conditions of any
purchase order or other instrument that are inconsistent with, or in addition to, the terms and
conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally
or otherwise, have been made by any party, or anyone acting on behalf of any party, which are
not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other Contractors retained by City.
Page 5 of 7
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) 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.
13. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, relation, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities or in connection with any activities under this Agreement.
Contractor affirms that it is an equal opportunity employer and shall comply with all applicable
federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hercinbelow 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
Page 6 of 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written,
MARIA D.HUIZAARR�
Clerk of the Council 6/
APPROVED AS TO FORM:
SOMA R. CARVALHO
City Attorney
B r. t LC —1, &71 --(0
LISA STORCK
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
JEANNIE JUARDO, Acting Exe&tive DirecItor
Parks, Recreation and Community Services Agency
CrrY OF SANTA ANA
GERAR M(6UET
Acting City Manager
CONTRACTOR
Volcan Advertising & Entertaiturient
Title. F�4e f e C+0
P.Ve 7 of 7
EVANSTON INSURANCE COMPANY
CERTIFICATE NO.: -
CERTIFICATE OF INSURANCE
SPECIAL EVENT LIABILITY PROGRAM
PRODUCER
PUBLIC ENTITY (ADDITIONAL INSURED)
Alliant Insurance Services, Inc. in conjunction with
Apex Insurance Services
P. O. Box 6450
Newport Beach, CA 92658
Liquor Liability Coverage applies to May 6, 7, 2017 only
License No: OC 36861.
NAMED INSURED (EVENT HOLDER):
EVENT INFORMATION:
City of Santa Ana
TYPE: Cinco De Mayo Festival
P O Box 1988
DATE(S): May S, 6, 7, 8, 2017
Santa Ana, CA 92702
LOCATION: Downtown Santa Ana
*Liquor Liability Yes® No ❑
"Liquor Liability after 12 am ends before 2 am ❑
This is to certify that the insurance policy listed below has been issued to the above insured named (event holder) for the policy
period indicated. The insurance described herein is subject to all the terms, exclusions and conditions of such policy(ies) unless
amended as described in Special Conditions.
INSURANCE CARRIER: Evanston Insurance Company
MASTER POLICY NUMBER: SEP41023
MASTER POLICY DATES: EFFECTIVE: JANUARY 1, 2017 EXPIRATION: JANUARY 1, 2018
COMMERCIAL GENERAL LIABILITY
OCCURRENCE FORM
DEDUCTIBLE: NONE
General Aggregate Limit $ 2,000,000
Products & Completed Operations 1,000,000
SPECIAL CONDITIONS:
Personal & Advertising Injury 1,000,000
The following endorsements attached to
Each Occurrence Limit 1,000,000
the Master Policy do not apply to this
Damage To Premises Rented To You (Any One Premises) 100,000
Certificate Of Insurance,
Medical Payments (Any One Person) 5,000
MEGL1643
Liquor Liability (If purchased) 1,000,000
Optional Limits Purchased
❑ $1,000,000/$3,000,000
❑ $2,000,000/$2,000,000
Damage To Property (If purchased)
The limits of insurance apply separately to each event insured by this policy as if a separate policy of insurance has been issued for that event.
OTHER ADDITIONAL INSUREDS
Raul Martinez
Jose Manuel Garcia
Santa Ana Business Council
.lose Romo
BobbyNava '%4C?�C� — A- b )
CANCELLATION: Should the above described policy be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy
provisions,
AUTHORIZED REPRESENTATIVE:
DATE ISSUED:
Cuevas, Silvia
From: Morales, Briza
Sent: Thursday, May 04, 2017 1.:04 PM
To: Batres, Sonia
Cc: Cuevas, Silvia; Arroyo, Francisco
Subject: RE: Insurance Cert for Cinco
Let's make an exception on this one. It shouldn't be an issue.
Briza Morales
Risk Management Coordinator
Ph: (714) 647-5470
From: Batres, Sonia
Sent: Thursday, May 04, 2017 12:58 PM
To: Morales, Briza
Cc: Cuevas, Silvia; Arroyo, Francisco
Subject: RE: Insurance Cert for Cinco
Briza,
Silvia just called me. The RFP agreement lists Volcan Entertainment and not Bobby Nava, But I provided you Bobby Nava
as that is what we always used —this year he began using his company name.
Is this a concern that the insurance cert states Bobby Nava?
Please advise. Silvia just called me.
Sonia
From: Morales, Briza
Sent: Thursday, May 04, 2017 11:55 AM
To: Batres, Sonia
Subject: Insurance Cert for Cinco
Sonia
Attached is the certificate of insurance. Invoice and proposal is also attached as FYL Our office will process the
payment. Please provide the account number.
Thank you.
Briza Morales
Risk Management Coordinator
Ph: (714) 647-5470
From: Penny Dewitt-Holdren [malltomclewittCc�alliant.com]
Sent: Thursday, May 04, 2017 11:34 AM
To: Morales, Briza
Subject: Cert- Inv Cinco De May Festival