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HomeMy WebLinkAboutC33800A-E and C33810 - 2014 Fall Concert Series CITY OF PALM DESERT --` SPECIAL PROGRAMS DEPARTMENT STAFF REPORT REQUEST: Approval of the 2014 Fall Concert Series SUBMITTED BY: Amy K. Lawrence, Administrative Secretary DATE: July 10, 2014 CONTENTS: Standard Performing Arts Contract SIR Palm Springs Contract Recommendation By Minute Motion: 1. Approve the 2014 Fall Concert Series schedule; 2. Approve Contract No. c33800A with The Secret Jazz Band (Classic Jazz) in the amount of$1,200.00; 3. Approve Contract No. C338008 With Leonard K. Rose (Anglo-African Fusion) in the amount of$1,350.00; 4. Approve Contract No. C33800c With Moonsville Collective (Bluegrass/Americana) in the amount of$0.00; 5. Approve Contract No. c33800D with The Long Run (Eagles Tribute Band) in the amount of$3,750.00; 6. Approve Contract No. C33800E With Blue Breeze Entertainment (Motown/R&B) in the amount of$3,000.00; 7. Approve Contract No. C33810 with Studio Instrument Rentals (SIR) Palm Springs for professional staff, instrumental equipment, sound, and/or lighting in conjunction with the City sponsored concerts for FY 2014/15 in the amount of$19,800.00; 8. Authorize Mayor to execute subject contracts; and 9. Authorize City Manager to approve expenditure with Morris Desert Media for radio promotion and live remotes for the concert series. Funds are available in Account No. 110-4416-414-3061. Discussion Last October the City held its second annual Fall Concert Series. While the concerts drew decent attendance, staff believes that as residents become more aware of the fall concerts, adjusting the performance start time from 7 p.m. to 6 p.m. to coincide with the sunset will increase attendance. This season's proposed Fall Concert Series lineup is sure to be exciting for all ages. Outlined below is the proposed schedule including dates and designated performers. All perFormances will start at 6 p.m. and end at 7:30 p.m.: • Thursday, October 2, 2014—The Secret Jazz Band (Classic Swing) • Thursday, October 9, 2014—Zulluu (Anglo-African Fusion) • Thursday, October 16, 2014 — Moonsville Collective (Bluegrass/Americana) • Thursday, October 23, 2014—The Long Run (Eagles Tribute Band) • Thursday, October 30, 2014 —The Blue Breeze Band (Motown/R&B) STAFF REPORT 2014 FALL CONCERT SERIES J U LY 10, 2014 PAGE 2 Staff is pleased to report that the Family YMCA of the Desert has agreed to sponsor the band scheduled for Thursday, October 16, and that the Desert Recreation District has again generously contributed $5,000 for the City's 2014/15 concert series' which will assist staff in securing top notch perFormers. Last May, at staff's request, the Family YMCA of the Desert provided games, raffles, and children's activities before each performance. Their attendance in this capacity proved to be very successful and therefore, staff will request that they attend again this year for the minimal cost of $60.00 for each concert. In addition, as with years past, staff will continue to work with Morris Desert Media for radio promotion and to provide live onsite remotes before each performance. Staff recommends City Council approval of the proposed Fall Concert Series schedule; the sample performing arts contract; the contract with Studio Instrument Rentals (SIR) Palm Springs for professional staff, instrumental equipment, sound, and/or lighting services, in conjunction with the City sponsored concerts for FY 2014/15 in the amount of $19,800.00; and expenditure for radio promotion and live remotes with Morris Desert Media. Fiscal Analvsis In addition to the $5,000 contribution from the Desert Recreation District for the 2014/15 concerts, an estimated budget for the concerts was included as part of the FY 2014/2015 Budget; therefore, there should be no additional impact to the General Fund. Funds are available in Account No. 110-4416-414-3061. Sub i�ted By: ,/ CITY COUNCILAC ON APPROVF,D � DFNiED y K. a rence, Administrative Secretary RECEIVED OTHER Reviewed By: MEETING DATE ''��`� AYF,S: n i�l Lk�.- — r NOES: ��- ABSF.NT: -s � Frankie Riddle, � o Special Programs AI3STAIN: b VCRIFIED BY: � �" �' G Ori�;innl on File with City Clerk's Office Paul S. Gibso, rec inance Rudy Aco ta, Assistant City Manager Ap rov I: , i- � �' Jo M. Wohlmuth City Manager Contract No. PERFORMING ARTS AGREEMENT This Agreement is entered into this _ day of , 2014, by and between the CITY OF PALM DESERT, a California municipal corporation, hereinafter referred to as "CITY," and , hereinafter referred to as "ARTIST." RECITALS: 1. The CITY owns and operates the Palm Desert Hahn Amphitheater, an outdoor amphitheater located in the Palm Desert Civic Center (hereinafter "THEATER"). 2. The CITY desires to engage the ARTIST to render a live performance at the THEATER of the nature set forth in Exhibit A attached hereto and incorporated herein by this reference (hereinafter "PERFORMANCE"). 3. The CITY desires the ARTIST to render PERFORMANCE on the dates and times described in Exhibit B attached hereto and incorporated herein by this reference. 4. The ARTIST is willing and able to render the PERFORMANCE on the desired dates and times in exchange for compensation by the CITY in the amount and on the payment schedule set forth in Exhibit C attached hereto and incorporated herein by this reference. TERMS AND CONDITIONS: In consideration of the foregoing recitals, the parties hereto agree as follows: 1. Performance The ARTIST agrees to render the PERFORMANCE to the best of its abilities on the dates and times prescribed by Exhibit B attached hereto. The ARTIST shall not perform under the influence of alcohol or any unlawful narcotic, nor shall the ARTIST 1 Contract No. engage in behavior during the PERFORMANCE that would be considered racist, sexist, obscene, or otherwise offensive by reasonable audience members attending the PERFORMANCE. ARTIST�s failure to perform in accordance with this Section shall be deemed material breach of this Agreement. 2. Liqhtinq, Sound Amplification and Other Equipment The THEATER�s physical dimensions, built-in lighting and sound equipment, electrical system, and other technical specifications are described on Exhibit D, attached hereto and incorporated herein by this reference. ARTIST shall be responsible for providing, erecting, operating and dismantling, at its own expense, any additional equipment not described in Exhibit D that is necessary to properly effectuate the PERFORMANCE, including any props and stage sets. 3. Make-Up and Costumes The ARTIST shall be responsible for providing, at its own expense, any costumes and make-up necessary to the PERFORMANCE. 4. Dressinq and Storaqe Rooms The ARTIST understands and acknowledges that no private dressing rooms or other storage rooms will be available or provided by the CITY in connection with the PERFORMANCE (unless described in Exhibit B attached hereto). However,the CITY shall provide ARTIST with non-exclusive access or a public rest room at or in the vicinity of the THEATER. 5. Technical Personnel and Set-Up In addition to any artistic personnel necessary to the PERFORMANCE, the ARTIST shall provide, at its own expense, all backstage and technical personnel necessary to effectuate the PERFORMANCE, including but not limited to stage 2 Contract No. hands, operators of sound and lighting equipment, and such personnel as may be necessary to set up and test any equipment that will be used during the PERFORMANCE. ARTIST�s personnel shall use their best efforts to ensure that any such advance set-up and testing is completed at least one hour prior to the time scheduled for the PERFORMANCE. 6. Compensation In exchange for the ARTIST�s PERFORMANCE in accordance with this Agreement, CITY agrees to compensate the ARTIST in the manner described in Exhibit C attached hereto. Any and all booking fees charged by an outside booking agency are to be paid for by the ARTIST. In addition, ARTIST shall obtain a City of Palm Desert Daily Business License,which payment shall also be included as part of the compensation paid to ARTIST. 7. Promotion CITY is authorized to engage in any and all reasonable activities related to promotion of the PERFORMANCE without payment of additional fee, royalty or commission to ARTIST. Said promotional activities may include, but are not limited to, use of newspaper, radio and television advertisements featuring the ARTIST� s photograph or likeness and brief examples of the ARTIST�s work taken from video or audio recordings. CITY shall refer all inquiries regarding personal appearances and interviews of the ARTIST to the ARTIST�s appointed agent. 8. Illness, Iniury or Death of ARTIST In the event the ARTIST's PERFORMANCE is rendered impractical or infeasible due to serious injury, illness or death of the ARTIST, actual threats of imminent bodily harm to ARTIST if PERFORMANCE is rendered, or unexpected 3 Contract No. family emergency, then the ARTIST may cancel the PERFORMANCE without breaching this Agreement. However, no compensation shall be owing to the ARTIST. The ARTIST shall make every effort to notify the CITY by telephone, facsimile, ortelegram of such pending cancellation as soon as reasonably possible. An injury or illness shall be considered serious if, in the opinion of a qualified physician, the condition is immobilizing or in any way poses a significant threat to the life and health of the ARTIST. A family emergency shall consist of a sudden and unexpected hospitalization or death of any immediate family member or any unanticipated occurrence beyond the ARTIST�s control threatening the health or life of an immediate family member that requires the ARTIST�s personal presence on the date and time of the PERFORMANCE. 9. Assiqnment bv ARTIST The parties hereto stipulate that the ARTIST�s services are personal in nature and/or unique, thus the ARTIST may not assign or substitute its PERFORMANCE of this Agreement with any other artist or party absent the CITY�s express consent in writing. The CITY shall be under no obligation to consent to any proposed assignment or other substitution by the ARTIST. However if the CITY does consent, then the ARTIST�s failure to personally perform the services required by the Agreement shall not constitute a breach thereof. 10. Independent Contractor All of the services required hereunder shall be performed by ARTIST personally and/or by ARTIST�s agent and employees, who shall remain at all times under ARTIST�s direct control and supervision. It is the parties intent that the 4 Contract No. ARTIST shall remain at all times an independent contractor of the CITY and not its employee or agent. 11. Termination The CITY reserves the right to terminate this Agreement for any reason, provided it gives ARTIST at least fourteen (14) days written notice of such termination prior to the scheduled date of the PERFORMANCE. Said notices shall be deemed to be given as of the date it is postmarked. The CITY shall also use its best efforts to notify the ARTIST by telephone of any pending termination as soon as reasonably possible. In the event of termination pursuant to this Section, the CITY shall not be in breach and no compensation shall be owing to the ARTIST. 12. Leqal Compliance The ARTIST and its agents, officers, and employees shall comply with all federal, state, and local laws and regulations applicable to the services being provided pursuant to this Agreement. Including, but not limited to,any requirements under the American Society of Composers, Authors, and Publishers or under any other copyright law and/or licensing agreements. 13. Indemnification and Hold Harmless The ARTIST shall indemnify and hold the CITY, its officers and employees,free and harmless from any liability, loss, cost or expense resulting from any injury or damage to any person caused by ARTIST, its agents or employees,while engaged in the PERFORMANCE of this Agreement as described in Exhibit B. 14. Insurance ARTIST fully assumes all of the following risks: 5 Contract No. A. Injury to itself and to its agents or employees arising out of their performance of this Agreement. B. Damage to or theft of any personal property or equipment owned by or under the control of ARTIST, its agents, volunteers and employees. 15. Liquidated Damaqes The parties hereto state that it would be difficult, if not impossible,to calculate with precision the amount of damages that the CITY would suffer in the event the ARTIST were to breach this Agreement by nonperformance or late perFormance. Thus, the parties hereto stipulate that in the event the ARTIST is not ready, willing and able to perform on the date and time specified by Exhibit B, and the PERFORMANCE has not otherwise been canceled pursuant to this Agreement,then the CITY's damages shall be fixed as follows: A. Late PerFormance: The CITY's estimated damages for late performance shall be$300 for every 15 minute delay in commencement of the PERFORMANCE caused by the ARTIST. Such damages may be deducted by the CITY from any compensation owing to the ARTIST. Any delay in commencement of the PERFORMANCE caused by the ARTIST exceeding one hour shall be deemed a nonperformance and material breach of this Agreement, unless expressly waived by the CITY. B. Nonperformance: No compensation shall be due in the event of any nonperFormance by the ARTIST constituting a material breach of 6 Contract No. this Agreement. In addition, the CITY�s estimated damages for a nonperFormance shall be $5,000. This Section shall not prevent either party from recovering compensatory damages for breaches of this Agreement due to causes other than the ARTIST�s late performance or nonperformance. 16. Attorney� s Fees Should any action or proceeding be brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. 17. Modification No modification of this Agreement shall be valid unless agreed to in writing by both the CITY and ARTIST. 18. Prohibited Interests The ARTIST represents that neither it nor any of its agents or employees is currently an officer or employee of the CITY. 7 Contract No. EXECUTION: The undersigned represent that they are authorized to execute this Agreement on behalf of the parties hereto on whose behalf they purport to sign. This Agreement shall be deemed executed on the date first above written. CITY OF PALM DESERT [ARTIST] VAN G. TANNER, MAYOR (Signature; must be notarized) ATTEST: (Printed Name) RACHELLE D. KLASSEN, CITY CLERK APPROVED AS TO FORM: DAVID J. ERWIN CITY ATTORNEY 8 Contract No. PERFORMING ARTS AGREEMENT EXHIBIT A EVENT: 2014 Sprinq Concert Series NAME OF ARTIST: DESCRIPTION: 9 Contract No. PERFORMING ARTS AGREEMENT EXHIBIT B DATE: TIME: ARTIST must arrive, at least, one hour prior to PERFORMANCE for sound check, coordination with sound and lighting technicians, and be set up and ready to perform no later than p.m. The PERFORMANCE must conclude promptly at p.m. ARTIST shall submit a song list four weeks prior to the PERFORMANCE. CITY shall review song list and submit changes at a minimum of one week prior to PERFORMANCE. ARTIST(S) is entitled to one five minute break between sets, if necessary. 10 Contract No. PERFORMING ARTS AGREEMENT EXHIBIT C Compensation of $ to be paid at conclusion of PERFORMANCE. ARTIST is to submit an invoice to the CITY no later than 10 (ten) days prior to the PERFORMANCE. ARTIST shall obtain a City of Palm Desert Daily Business License in the amount of $26.00, which is included as part of the compensation paid to ARTIST. Payment to ARTIST shall occur at the end of PERFORMANCE on the night of the event. In addition, any payment due to outside booking agencies shall be paid by the ARTIST. NOTE: Not obtaining the Daily Business License in a timely manner will result in delay of payment. 11 Contract No. EXHIBIT D Lighting, sound amplification, and other equipment as necessary for the complete performance provided by Studio Instrument Rentals of Palm Springs. 12 Contract No. C33810 CITY OF PALM DESERT PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 10th day of July 2014, by and between the City of Palm Desert, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 73-510 Fred Waring Drive, Palm Desert, California, 92260 ("City") and Studio Instrument Rentals (SIR) Palm Springs a Corporation, with its principal place of business at 74830 Velie Way, Palm Desert, California 92260 ("Vendor"). City and Vendor are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Vendor desires to perform and assume responsibility for the provision of certain professional sound and lighting services required by the City on the terms and conditions set forth in this Agreement. Vendor represents that it is experienced in providing professional sound and lighting services to clients.. 2.2 Project. City desires to engage Consultant to render such professional sound and lighting services for the City of Palm Desert Spring and Fall Concert Series ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional sound and lighting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 1, 2014 to June 30, 2014, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 1 Update 04/08/2014 Contract No. c33810 3.2 Responsibilities of Vendor. 3.2.1 Independent Contractor; Control and Pavment of Subordinates. The Services shall be performed by Vendor or under its supervision. Vendor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Vendor on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Vendor shall also not be employees of City and shall at all times be under Vendor's exclusive direction and control. Neither City, nor any of its officials, officers, directors, employees or agents shall have control over the conduct of Vendor or any of Vedor's officers, employees, or agents, except as set forth in this Agreement. Vendor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Vendor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Vendor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Vendor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. 3.2.3 Conformance to Applicable Requirements. All work prepared by Vendor shall be subject to the approval of City. 3.2.4 Citv's Representative. The City hereby designates Ms. Frankie Riddle, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee. City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant, but not the authority to enlarge the Scope of Work or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which increase the Scope of Work or change the Consultant's total compensation, subject to the provisions contained in Section 3.3 of this Agreement. 3.2.5 Laws and Regulations. Vendor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Vendor shall be liable for all violations of such laws and regulations in connection with Services. If Vendor performs any work knowing it to be contrary to such laws, rules and regulations, Vendor shall be solely responsible for all costs arising therefrom. Vendor shall defend, indemnify and hold City, its officials, directors, officers, employees, agents, and volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 2 Update 04/08/2014 Contract No c33810 3.2.6 Insurance. Vendor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Vendor shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Without limiting Vendor's indemnification of City, and prior to commencement of Work, Vendor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. General Liabilitv insurance: Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to the Agreement. Automobile Liabilitv Insurance: If deemed applicable by the City's Risk Manager, Vendor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Workers' Compensation Insurance: Vendor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City of Palm Desert, its officers, agents, employees and volunteers. Other provisions or requirements Insurance for Subconsultants: All Subconsultants shall be included as additional insureds under the Vendor's policies, or the Vendor shall be responsible for causing Subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an Additional Insured to the Subconsultant's policies. Vendor shall provide to City satisfactory evidence as required under Insurance Section of this Agreement. Proof of Insurance: Vendor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3 Update 04/08/2014 Contract No. c33810 Duration of Coveraqe: Vendor 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 by Vendor, his agents, representatives, employees or subconsultants. Citv's Riqhts of Enforcement: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Vendor or City will withhold amounts sufficient to pay premium from Vendor payments. In the alternative, City may cancel this Agreement. Acceptable Insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. Waiver of Subroqation: All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City of Palm Desert, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against the City of Palm Desert, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of Contract Provisions (Non Estoppel): Vendor acknowledges and agress that any actual or alleged failure on the part of the City to inform Vendor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. Primary and Non-Contributinq Insurance: All insurance coverages shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. Requirements Not Limitinq: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. Notice of Cancellation: Vendor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional Insured Status: General liability, Automobile Liability, and if applicable, Pollution Liability, policies shall provide or be endorsed to provide that the City of Palm Desert and its officers, officials, employees, and agents shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the 4 Update 04/08/2014 Contract No. C33810 Agreement, under such policies. This provision shall also apply to any excess liability policies. Citv's Riqht to Revise Specifications: The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Vendor's compensation. Self-Insured Retentions.: Any self-insured ret�ntions must be declared to and approved by City. City reserves the right to require that se�f-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. Timelv Notice of Claims: Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Safetv: Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions, where applicable, shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subconsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Additional Insurance: Vendor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 3.3 Fees and Payments. 3.3.1 Compensation. Vendor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Two Thousand Two Hundred Dollars per event ($2,200.00 per event) without authorization of the City Council or City Manager, as applicable, per the Palm Desert Municipal Code. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.4 General Provisions. 3.4.1 Termination of Aareement. 5 Update 04/08/2014 Contract No. c33810 3.4.1.1 Grounds for Termination. City may, by written notice to Vendor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Vendor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Vendor shall be compensated only for those services which have been adequately rendered to City, and Vendor shall be entitled to no further compensation. Vendor may not terminate this Agreement except for cause. 3.5 Indemnification. 3.5.1 Scope of Indemnitv. To the fullest extent permitted by law, Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Vendor, its officials, officers, employees, subcontractors, consultantsor agents in connection with the performance of the Vendor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Vendor'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 out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Vendor. 3.5.2 Entire Aqreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.3 Governinq Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.6 Assignment or Transfer. Vendor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Vendor include all personnel, employees, 6 Update 04/08/2014 Contract No. C33810 agents, and subconsultants of Vendor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.8 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.10 No Third-Partv Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.11 Invaliditv; Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.12 Equal Opportunitv Emplovment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.5.13 Labor Certification. By its signature hereunder, Vendor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation, or to undertake self- insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. 3.5.14 Authoritv to Enter Aqreement. Vendor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.15 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Vendor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 7 Update 04/08/2014 Contract No. C33810 CITY OF PALM DESERT SIR PALM SPRINGS By: By: Van G. Tanner, Mayor ATTEST: By: Print Name By: Rachelle Klassen, City Clerk APPROVED AS TO FORM: By: David J. Erwin, City Attorney Best Best & Krieger LLP 8 Update 04/08l2014 Contract No. C33810 EXHIBIT "A" SCOPE OF SERVICES VENDOR shall provide all labor, materials, tools, professional equipment and services, and incidental and customary work necessary to fully and adequately supply the professional sound and lighting services necessary for the PROJECT. Contract No. c33810 EXHIBIT "B" SCHEDULE OF SERVICES DATES: FALL 2014 Thursday, October 2, 2014 Thursday, October 9, 2014 Thursday, October 16, 2014 Thursday, October 23, 2014 Thursday, October 30, 2014 SPRING 2015 Thursday, May 7, 2015 Thursday, May 14, 2015 Thursday, May 21, 2015 Thursday, May 28. 2015 TIME: FALL 2014 — 6 P.M. TO 7:30 P.M. SPRING 2015 — 7:30 P.M. TO 9 P.M. VENDOR shall arrive in adequate enough time to set-up all equipment required to provide proper sound check with performer at least one hour in advance of the concert start time. Contract No. C33810 EXHIBIT "C" COMPENSATION Compensation of $2,200.00 to be paid to VENDOR at the conclusion of each performance. Invoice must be submitted no later than ten (10) business days prior to performance. VENDOR must maintain a valid Palm Desert Business License while conducting work in and for the City of Palm Desert.