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CONTRACT 7279 One Page Service Agreement CLOSEDAgreement No. 7279 Services Agreement CONTRACTOR: Morpheon, Co oration DBA ACME Time Machine DATE: April 1, 2025 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 minimum requirements please include. The City reserves the right to increase insurance limits/coverages based upon the scope and type of services. Please find additional terms and conditions, including additional insurance provisions, on the following pages. This is not a purchase order or an authorization to begin work. ® Com rehensive General Liability: At least $1,000,000 per occurrence. See Section 12 for additional insurance and endorsement requirements. ❑ Business Auto Liability: At least: $1,000,000 per occurrence. [Waived by City Council via agenda item B.10 (February 18, 2025) for "low risk" work within $15,000 per year] ® WcrkersLjCom ensation Insurance: Statutory requirement with waiver of surogatNeru. (If not provided, Seller affirms that it has no employees.) ® Business License: Seller must 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. ❑ Co of yaNid ioture 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 BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF WORK FOR THE CITY. ut�traitted b ccm It to all banks ; COI,,,,01? COPY REOUIIIRED BACK TO TIIfE CITY Company Name: Mor Neon Corporation DBA By (Print name & title): ACME Time Machine President, Ronald Po Company Street Address: Vendor" orized r e ed: 3580 Greenhill Rd y— City, State, Zip: Date signed; April 9, 2025 Pasadena, Ca 91107 Phone (626) 590-6645 FAX: . e..... ....... ....� .�_. _.. .._. Vendor's Email address: Vendors Web site. — .e �...... p ., etimemachin- .com Ronniea@acmetimemachinecomWWW.. htt s: WWW acme e.com IT Originator/Department Contact: "� Date initiated: � A u Department Head Approval,... ......... IX "LDate Approved: —r 4 �t,, (d,°t� a �.. Insurance Approval: _ ``� Date Approved: City Aff rne.._�r i City Manager _...e_..,...... Service Agreement 2025.Hometown Fair.doc Rev 2/27/25 city C°r Agreement No. 7279 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 Seller 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. &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.TERM I TIME EXTENSION. This Agreement's term will be from 5/3/2025 to _5/312025 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. 6.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 insrrection and City's 0000rtunity to r6ect. &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. Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. Form CG 00 01 04 13, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. The amount of insurance required 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 "primary" such that any other insurance that may be carried by City will be excess thereto. City's additional insured status will apply with respect to liability and defense of suits arising out of Seller's acts or omissions, 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, and the notice must include any necessary endorsement to,facilitate such notice to City. See below for required endorsement language pertinent to the insurance requirements. Seller will furnish valid Certificates of Insurance to City evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming City has been given Additional Insured status under the Seller's General Liability policy, 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." Insurance endorsements must contain the following language: (i) Additional Insured Endorsement with this language: "The City of El Sequndo, its elected and appointed officials, employees, and Service Agreement 2025.Hometown Fair.doc Agreement No. 7279 volunteers as additional insureds," through ISO Form CG 20 10 1185 or CG 20 10 with CG 20 37; (ii) Cancellation Endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." (iii) Primary and Non -Contributory Endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City will be excess thereto." 11PERMITS. Seller must procure all necessary permits and licenses, and abide by all federal, state, and local laws, for performing this order. 14.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. %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, "Al") in the provision of 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 Al 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. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED TRAINING. If Seller's work involves contact with minors, before conducting any performance of this Agreement, all Seller's employees, subcontractors, volunteers, or other agents that will perform Seller's work under this Agreement must submit to and pass a background/fingerprint investigation conducted or approved by City. Seller affirms and attests that its employees, subcontractors, volunteers, or other agents that will perform Seller's work under this Agreement have completed training in child abuse and neglect identification and training in child abuse and neglect reporting, which may be met by completing the online mandated reporter training provided by the Office of Child Abuse Prevention in the State Department of Social Services. Seller affirms and agrees that the background and reporting training will be completed before beginning performance under this Agreement. Upon City request, Seller will promptly furnish proof of completion of such mandated reporter training to City, but in no event no later than two business days following City's request. 19. 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 Seller accordingly. 20. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, this Agreement takes precedence over any attached exhibit with conflicting provisions. 21, CONSIDERATION. As consideration, City agrees to pay Seller for Seller's services not to exceed a total of $2,000.00 for the work, however, total compensation must not exceed $15,000 per year. City will pay for work as specified in the attached Exhibit "A," which is incorporated by reference. Seller affirms and covenants that this Agreement constitutes a "low risk" contract, as described in Section 7 of City Council Resolution No, 4813. 22. EXHIBITS. [Exhibit A — Contract Price Breakdown and Scope of Work] Service Agreement 2025.Hometown Fair.doc Agreement No. 7279 Saturday, May 3, 2025 2hour live musical performance for the BSegundo Hometown Fair -Podbmnonoetobedone onthe 8QDblock u[Main Street between the approximate hours of1%pmand 2pmwith a15-minub* break. ACME Time Machine will provide all necessary sound equipment Band will anrive on site at approximately 1 Oam for set up and depart approximately at 3:30PM.