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HomeMy WebLinkAboutPageantry Productions - 2016-05-01 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND PAGEANTRY PRODUCTIONS FOR COORDINATION AND PRODUCTION OF THE 2016 FOURTH OF JULY PARADE THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California; hereinafter referred to as "CITY," and Pageantry Productions, hereinafter referred to as "CONSULTANT - WHEREAS, CITY desires to engage the services of a consultant to coordinate and produce the 2016 Fourth of July Parade, and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with. and CONSULTANT has been selected to perform these services, NOW, THEREFORE. it is agreed by CITY and CONSULTANT as follows 1 SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference These services shall sometimes hereinafter be referred to as the "PROJECT.'' CONSULTANT hereby designates William Lomas who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement 3 TERM. TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on May 1, 2016 (the"Commencement Date") This Agreement shall automatically terminate August 30, 2016 All tasks specified in Exhibit "A" shall be completed no later than four months from the Commencement Date The 16-5 193/134603 1 time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee. including all costs and expenses. not to exceed Thirty Thousand Dollars ($30,000) 5 EXTRA WORK In the event'CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7 DISPOSITION OF PLANS. ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language. data or programs, maps, memoranda, letters and other documents, shall belong to CITY. and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever should occur first These materials may be used by CITY as it sees fit 8 HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY. its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, 16-5193/134603 2 demands and defense costs (includmg, without limitation, costs and fees of litigation of every nature or liability of any kmd or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors. if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as limitation upon the amount of indemmfication to be provided by CONSULTANT 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1.000,000 00) per occurrence and in the aggregate The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY, however, an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted A claims-made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims 16-5193/134603 3 CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement If CONSULTANT 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 CONSULTANT's right to be paid for its time and materials expended prior to notification of termination CONSULTANT waives the right to receive compensation and agrees to indemmfy the CITY for any work performed prior to approval of insurance by the CITY 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder. CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement, the certificate shall- A provide the name and policy number of each carrier and policy, B state that the policy is currently in force, and C promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice, however, ten (10) days 16-5193/134603 4 prior written notice in the event of cancellation for nonpayment of premium CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance heremabove required 11 INDEPENDENT CONTRACTOR CONSULTANT is. and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, of any, in connection with the PROJECT and/or the services to be performed hereunder 12 TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete Any termination of this Agreement by CITY shall be made in wntmg, notice of which shall be delivered to CONSULTANT as provided herein In the event of termination, all finished 16-5193/134603 5 and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT 13 ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove 14 COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement 15 CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code 16 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 heremabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will 16-5193/134603 6 be sent by notifying the other party via personal delivery, a reputable overnight carver or U S certified mail-return receipt requested TO CITY TO CONSULTANT. City of Huntington Beach William Lomas ATTN Fred Wilson 15735 Garfield Avenue, #33 2000 Main Street Paramount, CA 90723 Huntington Beach, CA 92648 17 CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event 18 MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties 19 SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement 16-5193/134603 7 20 INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no nght to contract; then the latter shall prevail. and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 21 DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery. be deemed an original Each duplicate original shall be deemed an original instrument as against any party who has signed it 16-5193/134603 8 22 IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification 23 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT 24 ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof. each party shall bear its own attorney's fees, such that the prevailmQ party shall not be entitled to recover its attorney's fees from the non-prevailmg parry 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 16-5193/134603 9 27 SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power; authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully 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 28 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement The parties also acknowledge and agree that no representations, inducements. promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, mducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached ekhibrts, contain the entire agreement between the parties respecting the subject matter of thus Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29 ' EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein 1 16-5193/134603 10 IN WITNESS WHEREOF; the parties hereto have caused this Agreement to be executed by and through their authorized officers CONSULTANT, CITY OF HUNTINGTON BEACH, PAGEANTRY PRODUCTIONS a municipal corporation of the State of California By '11/ a �^SA- YVity Manager print name 0 P ITS (circle one) Chauman/PresidentJVice President INITIATED AND APPROVED AND By aN7 r c 'r4urtommunity Services' print name ITS (circleary/Chief Financial REVIEYvTD TD APPROVED Officer/Ass Secretary-Treasurer City Clerk APPROVED AS TO RM City Attorney bko Ikks4to Date U: ' 16-5 193/134603 11 Exhibit A We at Pageantry Productions hereby agree to assist the City of Huntington Beach and the 4th of July Executive Board in producing their Annual 4th of July Parade held on Sunday,July 4,2016 Services Provided by Pageantry Productions. 1. Coordinate with the 4th of July Executive Board the activities of the parade including the parade entries, line up, staging and disbanding areas 2 Participate with development of parade application with criteria for the purpose of selecting entries Provide distribution to potential parade entries Provide a link from your website to the 4th of July website wivw hb4thof ul�org for application download 3 Provide a phone number, fax number and email contact on your website for questions regarding the parade, lineup, applications, information on acceptance, along with formation map, directions, fire department requirements and other related questions This information to be printed on all materials generated by Pageantry Retrieve messages and return them promptly during regular business hours 4 Attend required planning meetings associated with the planning of the parade Retrieve phone and email messages and return them promptly during regular business hours 5 Advise the 4th of July Board of the mailings and or emailing of parade participant information including maps, formation route, times for arrival, disbanding information and passes needed for drop offs Emailing will originate from Pageantry Productions 6 Provide City Staff and the 4th of July Executive Board with updates on the parade line up 7 Assign a Parade Coordinator to assist in parade area to function as the parade participant's check-in for the day of the parade 8. Provide all required insurances to standard limits and maintain licenses 30 days in advance of each event 9. Formulate the parade line up from the approved parade participant applications 10 Coordinate with the 4th of July Executive Board for City elected officials to be included in the parade line up 1 11 Draft the parade script for the television and street announcers Provide up to three(3) copies for the day of the parade 12 Provide the supplies needed to operate the parade staging areas as determined by parade coordinator 13 Provide directional signs for parade staging area as determined by the parade coordinator 14 Communicate with horse-drawn vehicle and float companies for use by parade VIP's 15 Provide City Staff and the 4th of July Executive Board with updates on the parade line up 16 Oversee and review disbanding area Proposal amount to include 1 Coordinating service fee $11,300 2 Float Judge fee $250 3. VIP area barricade and announcer stand decorations and assembly of barricades $800 Pageantry Productions to secure if needed. 1 Horse-drawn vehicles $750 2 Band assistance $9,000 3 Parade opening $2,000 Separate budget items to be considered outside of proposal price 1 VIP signage for cars $20 per car 2 VIP ribbons $500 3 TV script $1,500 2 Exhibit B Payment Schedule(Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion 3 CONSULTANT shall submit to CITY an invoice for payment due Such invoice shall A) Reference this Agreement, B) Describe the services performed; C) Show the total amount of the payment due, and D) For all payments include an estimate of the percentage of work completed Upon submission of any such invoice, if CITY :s satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made upon approval from the Board of receipt of the invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein 4 Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate Such approval shall not be unreasonably withheld Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement