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CONTRACT 7044 Service AgreementAgreement No. 7044 SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND EL SEGUNDO ART WALK, LLC This AGREEMENT is entered into this 23rd day of July, 2024, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and EL SEGUNDO ART WALK, LLC, a California limited liability company ("CONSULTANT"). The parties agree as follows: 1. CONSIDERATION. A. As partial consideration, CONSULTANT agrees to perform the work listed in the SCOPE OF SERVICES, below; B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed $44,000 for CONSULTANT's services. CITY may modify this amount as set forth below. Unless otherwise specified by written amendment to this Agreement, CITY will pay this sum as specified in the attached Exhibit "A," which is incorporated by reference. CITY will pay one-half of the sum, or $22,000 to CONSULTANT on or before August 1, 2024 and the second -half of the sum, or $22,000, to CONSULANT within five City business days of the successful completion of the services, as described in Section 2, below. D. If the 2024 art walk event is cancelled due to COVID-19, CONSULTANT will promptly return any and all amounts paid by the CITY to CONSULTANT, minus any expenses that the CONSULTANT has reasonably incurred between the date of this Agreement and cancellation of the event. In no event may CONSULTANT keep funds as reimbursement for any costs or expenses incurred after the date of cancellation of the event due to COVID-19. E. CONSULTANT and CITY acknowledge and agree that the following expenses are not refundable by any amount paid by CITY pursuant to this Agreement: i. 2024 Event Insurance ii. City Permit Fees (special event, fire, street closure, ABC, banner and police permits) iii. Marketing Spends (Digital and Print AD placements already charged) iv. Deposit for art installations + supplies 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit `B," which is 4- Agreement No. 7044 incorporated by reference. B, CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work and provide the services required of CONSULTANT by this Agreement. 3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, the total cost of that work during the preceding billing month and a cumulative cash flow curve showing projected and actual expenditures versus time to date. 5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 6. ADDITIONAL WORK. N/A. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. -2- Agreement No. 7044 B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder. Should CONSULTANT discover any latent or unknown conditions that may materially affect the performance of the services, CONSULTANT will immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk until written instructions are received from CITY. 8. TERM. The term of this Agreement will be from the date upon which this Agreement is fully executed through August 31, 2024. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A, Completion of the work specified in Exhibit `B"; B, Termination as stated in Section 16, 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such services are at CONSULTANT's own risk. 10. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit "A": Budget B. Exhibit `B": Event Schedule 12. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the -3- Agreement No. 7044 contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain during the term of this Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement. 15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 16. TERMINATION. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D, Should termination occur, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 17.OWNERSHIP OF DOCUMENTS. N/A. 18. PUBLICATION OF DOCUMENTS. N/A. -4- Agreement No. 7044 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. -5- Agreement No. 7044 20. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 21.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which it is performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 22. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 23. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Commercial general liability: Liquor liability Business automobile liability Workers compensation Limits $2,000,000 $1,000,000 per occurrence, $2,000,000 aggregate $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed no Agreement No. 7044 "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Commercial general liability insurance shall be endorsed to include coverage for liquor liability with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage; OR CONSULTANT shall pay for and maintain the most current version of ISO Liquor Liability Coverage Form CG 00 33, which shall include insurance for bodily injury and property damage with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 16. 24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: El Segundo Art Walk, LLC City of El Segundo -7- Agreement No. 7044 142 Richmond St. El Segundo, CA 90245 johnmccu@gmail.com (213) 804-0044 Attention: John McCullough & George Renfro 350 Main Street El Segundo, CA Attention: Aly Mancini amancini@elsegundo. org Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT's bona fide employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT's bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's obligations under this Agreement. 30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are two Exhibits to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. Agreement No. 7044 34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 35. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. CITY's executive manager, or designee, may execute any such amendment on behalf of CITY. 36. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. CONSULTANT warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Should performance of this Agreement be prevented due to the COVID-19 pandemic, fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in - dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] In Agreement No. 7044 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. C OF EL SEGUNDO Darrell George, City M ger Recrcatio Dlre Aly Mancini ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D,,, HENSLEY, CITY ATTORNEY Joaqui azquez, 11tcity Attorney APPROVED AS TO FORM: j&&a- Wwed, 1,10�4f' Risk Manager EL SEGUNDO ART WALK, LLC 011ou7l26/24 n McCugh Founder Taxpayer ID No. 83-0683258 Agreement No. 7044 EXHIBIT "A" EVENT AND PAYMENT BUDGET -11- Agreement No. 7044 II3r pr sed IBud Production / Event Entertainment El Segundo o Art; WaLk Tent + Event Rentals Stage Platform Parking Lot Fencing Bathroom Rental (Friday � Saturday) Sound + Engineer Trash Dumpster Signiture Events Signiture Events Signiture Events Diamond Envionmental Bell Events Live Music (10) bands: Headliner - Saturday Support -Saturday Headliner - Satrurday Support FS + Main - Saturday Support FS - Friday Support Main -5aturday Support FS - Saturday Support FS - Saturday Support Saturday Support Band 2024Aug Art Install ° gy Augmented Reality Install AR Deposit Due 5/15 $6,900 AR Deposit #2 Due 7/15 $ ixasl AR Payment 93 Due 8/24 $6.0od j Live Art (Friday) $„xw Live Art (Saturday) $400 Staffing Marketing Production Assistant (Saturday) Production Assistant Event Security (Saturday) Event Photographer (Saturday) Transportation (Swoop) Cleaning Crew (Saturday) Paid Media Marketing Banner Advertisement Social Media+META Advertising ESAW Magazine Digialt Design / Flyer Arhvork / Content Additional Photographer Printing ESAW Poster Print First Team Security City of El Segundo Writer / Advertising / Online Magazine Boundary Digital Agreement No. 7044 IlDroposed BudgetEl, Segundo Aunt Walk _.__. _........ .._..... _...d� 0)24Aug Flyer Print LA Sign Factory y, Fed Ex)- Signage (Murals)5 Permits / Insurance ABC License (5 permits) City of Los Angelesi-;' City Special Event ParksAnd Rec City of El Segundo City Special Event Permit Sound City of El SegundoI, City Fire Department ESFDPdt ; City Business Fee Event Insurance Krouselnsurance d) ds 5 Wire Fee Chase Bank .IS' Production Materials + Meals Wristbands FEDEX Supplies Supplies Production Management El Segundo Art Walk Planning+ Development Web Development ESAW Web Development Costo/Goods Food & Beverage & Bar Supplies Staffing +Labor EVENTCOST CITY COST/ RESPONSIBLE Boxes Supplies ESAW LLC Boundary Digital Agreement No. 7044 EXHIBIT `B" SCOPE OF SERVICES/LAYOUT & SCHEDULE -12- Agreement No. 7044 El Segundo Art Walk Event Coordinator John McCullough Cc) 213.804.0044 August 23 & 24, 2024 Fire Stlat ou Farling Lot 314 Main Street El Segundo, California 90245 Additional Event Contact George Renfro Cc) 310.259.3883 PRODUCTION SCHEDULE (VA) Friday 2311 LOAD -IN SCHEDULE 12:OOPM Parking Lot is Closed. All Cars are Required to Move. 12:30PM- 7:30PM Tent Set Up + Stage Install + Fence Placement (Signature Events) 12:OOPM Signs Posted for Main Street 2411 Closure. Cars will be required to Move. 1 wo :00AM Main Street Section Closed (Signature Events, 9:OOAM Bathroom Install (Diamond Environmental) 9:OOAM — 2:OOPM Event Set Up: Art Install + Table & Bar Placement + Booth Setup 2:OOPM Food Trucks In Place 2:OOPM- 3:OOPM Band Load In and Sound Check 2:OOPM Security Onsite and In Place — (First Team Security) 3:OOPM Event Starts + Open to Public 9:OOPM ESAW Concludes 11:09pm Alain Street eta open to public 7:OOAM Bathrooms Pick-up (Diamond Environmental) 7:30AM - 11:30AM Event Breakdown (ESAW + Signature Events) 7044 Agreement No. 7044 El Segundo Art Walk Event Coordinator John McCullough (c) 213.804.0044 Ai W 24, 2024 212 Eucalyptus Ave El Segundo, California 90245 Additional Event Contact George Renfro (c) 310.259.3883 PRODUCTION SCHEDULE (V.1) WEEK PRIOR TO 24TH Place parking sign notification on Eucalyptus Drive SATURDAY 24TH LOAD -IN SCHEDULE 7:OOAM Street Closure 2:00PM Food Trucks In Place 2:00PM Security Onsite and In Place — (First Team Security) 3:00PM Event Starts + Open to Public 9:00PM ESAW Friday Night Concludes 10:00PM Band Load Out 10:30PM Speaker + Sound Loud Out 12:00AM Eucalyptus Street Back open to public 7:OOAM Bathrooms Pick-up (Diamond Environmental) Agreement No. 7044 Agreement No. 7044 El Segundo Art Walk Event Coordinator John McCullough (c) 213.804.0044 Att ust 24, 2024 212 Eucalyptus Ave El Segundo, California 90245 Additional Event Contact George Renfro (c) 310.259.3883 PRODUCTION SCHEDULE (V.1) WEEK PRIOR TO 24T" Place parking sign notification on Richmond Street SATURDAY 24T" LOAD -IN SCHEDULE 7:OOAM Street Closure 8:OOAM Stage Delivery 10:00AM Speaker + Sound Delivery 10:30AM — 2:00PM Event Set Up: Art Install + Table & Bar Placement + Booth Setup 1:30PM Band Load In and Sound Check 2:00PM Security Onsite and In Place — (First Team Security) 3:00PM Event Starts + Open to Public 9:00PM ESAW Friday Night Concludes 10:00PM Street Cleared Agreement No. 7044 Beer Garden Small Music Activation Security Guard RICHMOND STREET ACTIVATION // ESAW 2024 // Aug 24th Agreement No. 7044 To: Monse Palacios Sr. Administrative Analyst & Billing Date: 7/11/22 Part (1) of (2) To The City of El Segundo, This letter is intended to serve as documentation for El Segundo Art Walk LLC to bill for the remaining 50% of the contracted allowance of ($44,000.00), which amounts to ($22,000). The following documents has been sent to the City: a. Completed and Approved Insurance naming the City of El Segundo additionally insured b. Proposed budget for August 24th El Segundo Art Walk El Segundo Art Walk LLC Information: EIN: 87-1710539 Address: 142 RICHMOND ST El Segundo CA 90245 213.804.0044 File Constructed b: John McCullough Producer / Co-owner 213.8004.0044 elsegundoartwalk@gmail.com