CONTRACT 7117 One Page Service AgreementAgreement No. 7117
- Agreement Services
CONTRACTOR Owen Elliot -Kugel[ If DATE MAILED: SeNernber 19 2024 ....... ,,,_
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimurn requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No.. CG 20 10 11 85 or
equivalent. The amount of insurance set forth below 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 the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must 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 the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Comprehensive General Liabilit , including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
❑ $1,000,000 per occurrence.
® 1�000 - 300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers" Compensation Insurance: as required by State Statutes with Waiver of Subrogation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Business License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
El Copy of valid icture I.D. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted by ows lete all blanks : C QII OR rrvQII'A REQUIIII;IILIII ) IIItACK TO "'[M' ml"'ll".A
Originator/Department Contact: 'ulie Todd 1 Ibrar anDate initiated: eptember 19, 2024
Department Head Approval: Date Approved:
Insurance App w I: rove& 24
... _ .... .... .. _.... .......
City Attorney City Manager City Clerk
Owen Elliot-Kugell Services Agreement 2024.9.19
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase order
("order") must be furnished by Seller subject to all the terms and
conditions contained in this order which Seller, in accepting this order,
agrees to be bound by and comply with in all particulars. No other terms
or conditions are binding upon the parties unless subsequently agreed to
in writing. Written acceptance or shipment of all or any portion of the
Purchase covered by this order constitutes unqualified acceptance of all
terms and conditions in this order. The terms of any proposal referred to
in this order are included and made a part of the order only to the extent
it specified the Purchase ordered, the price, and the delivery, and then
only to the extent that such terms are consistent with the terms and
conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as specified in
this order, free from all defects in Seller's performance, design,
workmanship, and materials, and, except as otherwise provided, is
subject to inspection and test by City at all times and places. If, before
final acceptance, any Purchase is found to be incomplete, or not as
specified,, City may reject it, require Sealer to correct it without charge, or
require delivery of such Purchase at a reduction in price that is equitable
under the circumstances, if seller is unable or refuses to correct such
items within a time deemed reasonable by City, City may terminate the
order in whole or in part. Seller bears all risks as to rejected Purchases
and, in addition to any costs for which Seller may become liable to City
under other provisions of this order, must reimburse City for all
transportation costs, other related costs incurred, or payments to Seller
in accordance with the terms of this order for unaccepted Purchases.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
latent defects, fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope of this
order in drawings and specifications for specially manufactured supplies,
place of delivery, method of shipment or packing of the order by giving
notice to Seller and subsequently confirming such changes in writing. If
such changes affect the cost of or the time required for performance of
this order, an equitable adjustment in the price or delivery or both must
be made. No change by Seller is allowed without City's written approval.
Any claim by Seller for an adjustment under this section must be made
in writing within thirty (30)'days from the date of receipt by Seller of
notification of such change unless City waives this condition in writing.
Nothing in this section excuses Seller from proceeding with performance
of the order as changed.
4. TERMINATION. City may terminate this order at any time, either
verbally or in writing, with or without cause. Should termination occur,
City will pay Seller as full performance until such termination the unit or
pro rata order price for the performed and accepted portion of the
Purchase. City may provide written notice of termination for Seller's
default if Seller refuses or fails to comply with this order. If Seller does
not cure such failure within a reasonable time period, or fails to perform
the Purchase within the time specified (or allowed by extension), Seller
will be liable to City for any excess costs incurred by City.
5.T R f Tlf�a]E EXTENSION. This Agreement's term will be from
' to (°� City may extend the time for completion if, in
City s sole determination, Seller was delayed because of causes beyond
Seller's control and without Seller's fault or negligence. In the event
delay was caused by City, Seller's sole remedy is limited to recovering
money actually and necessarily expended by Seller because of the
delay; there is no right to recover anticipated profit.
&REMEDIES CUMULATIVE. City's rights and remedies under this order
are not exclusive and are in addition to any legal rights and remedies.
7.TITLE. Title to materials and supplies purchased under this order
pass directly from Seller to City upon City's written acceptance following
an actual inspection and Clty's opportunity reject.
Agreement NO. / "I "I /
&PAYMENT. City will pay Seller after receiving acceptable invoices for
materials and supplies delivered and accepted or services rendered and
accepted. City will not pay cartage, shipping, packaging or boxing
expenses unless specified in this order. Drafts will not be honored.
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
harmless from and against any claim, action, damages, costs (including,
without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase or the order, or their performance. 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 the Purchase or
order, or their performance, Seller will defend City (at City's request and
with counsel satisfactory to City) and indemnify City for any judgment
rendered against it or any sums paid out in settlement or otherwise. For
purposes of this section "City" includes City's officers, elected officials,
and employees. It is expressly understood and agreed that the
foregoing provisions will survive termination of this order. The
requirements as to the types and limits of insurance coverage to be
maintained by Seller, and any approval of such insurance by City, are
not intended to and will not in any manner limit or qualify the liabilities
and obligations otherwise assumed by Seller pursuant to this order,
including, without limitation, to the provisions concerning Indemnification.
10.WARRANTY. Seller agrees that the Purchase is covered by the
most favorable commercial warranties the Seller gives to any customer
for the same or substantially similar supplies or services, or such other
more favorable warranties as is specified in this order. Warranties will
be effective notwithstanding any inspection or acceptance of the
Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any
payment due under this order, Seller may not assign or subcontract the
order without City's written approval. Should City give consent, it will not
relieve Seller from any obligations under this order and any transferee or
subcontractor will be considered Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on the
face sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and licenses,
and abide by all federal, state, and local laws, for performing this order.
%INDEPENDENT CONTRACTOR. City and Seller agree that Seller
will act as an independent contractor and will have control of all work
and the manner in which is it performed. Seller will be free to contract
for similar service to be performed for other employers while under
contract with City. Seller 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 order that
may appear to give City the right to direct Seller as to the details of doing
the work or to exercise a measure of control over the work means that
Seller will follow the direction of the City as to end results of the work
only.
15.WAIVER. City's review or acceptance of, or payment for, work
product prepared by Seller under this order 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 Seller's performance. A waiver by
City of any breach of any term, covenant, or condition contained In this
order 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 order,
whether of the same or different character.
16.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.
17. ARTIFICIAL INTELLIGENCE.. Seller must not utilize, employ, or
incorporate any form artificial intelligence, machine learning, or other
similar technologies (collectively "AI") in the provision of professional
Owen Elliot-Kugell Services Agreement 2024.9.19
Agreement No. 7117
services In this Agreement without City's express written consent. The Al
prohibition set forth directly above will not apply to general business
tools and software that may have Al components but are not directly
involved in the execution or delivery of professional services that this
Agreement covers, provided that such tools and software do not
significantly impact the quality or nature of such services. Seller must
promptly notify City, in writing, of any proposal to employ AI in
connection its provision of services to the City under this Agreement.
City will have the sole discretion to grant or deny such proposal.
18. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
accordance with Government Code §16.5, the parties agree that this
Amendment 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.
Seller warrants that its signatory (or signatories, as applicable) to this
Agreement has the legal authority to enter this Agreement and bind
Licensor accordingly.
19. CONSISTENCY. In interpreting this Agreement and resolving any
ambiguities, this Agreement takes precedence over any attached exhibit
with conflicting provisions.
20. CONSIDERATION. As consideration, City agrees to pay Seller for
Seller's services not to exceed a total of 500,;Q_fdr the
work. City will pay for work as specified in the attached Exhibit "A," which
is incorporated by reference.
21. EXHIBITS. [IDENTIFY AND LIST EXHIBITS]
Owen Elliot-Kugell Services Agreement 2024.9.19
Agreement No. 7117
City of El Segundo
Recreation, Parks, and Library Department
401 Sheldon Street
El Segundo, CA 90245
EXHIBIT "A" — SCOPE OF :SERVICES
Owen Elliot-Kugell, daughter of Cass Elliot (Mama Cass of Mamas and the Papas), and author of
her recent memoir book My Mama, Cass will discuss her life experience growing up as the
daughter of one of the world's most iconic Laurel Canyon musicians of the 1960s. Photographer
Henry Diltz who has photographed music history through subjects that have included the
Mamas and the Papas will join Owen Elliot-Kugell in conversation. Owen will have copies of her
memoir My Mama, Cass to sell and sign after the conversation.
The program will take place on Saturday, October 26, 2024, from 5:30 p.m. to 7:30 p.m. at the
El Segundo Performing Arts Center at 640 main Street, El Segundo, CA 90245.
EXHIBIT "B" — COMPENSATION SCHEDULE
The City of El Segundo will be compensating Owen Elliot-Kugell in the amount of $500.00 time
for this program.
Agreement No. 7117
INVOICE
Date:
Owen Elliot-Kugell
5052 Rubio Avenue
Encino, CA 91436
BILL TO:
City of El Segundo/El Segundo Public Library
350 Main Street
El Segundo, CA 90245
PAYABLE TO:
Owen Elliot-Kugell
DESCRIPTION:
Author Owen Elliot-Kugell will participate in the presentation "Make Your Own
Kind of Music: Owen Elliot-Kugell Shares Memories of Mama Cass Elliot" for the
El Segundo Public Library on Saturday, October 26, 2024 from 5:30pm-7:30pm as
part of library programming.
TOTAL: $500.00