CONTRACT 7342 One Page Service AgreementAgreement No. 7342
a
Services Agreement
CONTRACTOR: SMAX ENTERTAINMENT LLC DATE: MAY 27,2025
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.
Comprehensive neraf Liabifitt 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. (If not provided, Seller affirms that it will not use an auto to perform
work.) See Section 12 for additional insurance and endorsement requirements.
Workers' Compensation Insurance: Statutory requirement with waiver of subro ation. (If not provided, Seller affirms that it has no
employees.)
j 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.
El Co f valid picture Y.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.
Submitted _by comp let aII, blanks : COLOR COIfwY REQUIRED BACKTO THE CITY
Company Name:
By (Print name & title):
SMAX ENTERTAINMENT LLC
Christian Simmons,,Mgr If
Company Street Address:
Vendor's Au ri Si ture required.
46 VICOLO DELLA LUNA
City, State Zip:
Date sV
5
HENDERSON, NV, 89011
Phone:
FAX:
615 403-8915
w ....
. ...m.....�. ........
Vendor's Email address:
_.........................
Vendor's Web site:
CHRISTIAN(a@SMAXENT.COM
Originator/Department Contact: `� M wITITITITIT Date initiated: (2_
Department Head Approval:
Insurance Approval:
lfor
City Attorney City Manager
1) Agreement 2025 Rev 2/27/25
Date Approved:
pro4red'
6 �-� — gs
Agreement No. 7342
1.GENERALLY. The materials, supplies, or services collective) ,
P................_ ( y
&PAYMENT. WCit will a Seller after
y pay receiving acceptable invoices for
"Purchase") covered by this services agreement and purchase order
materials and supplies delivered and accepted or services rendered and
("order") must be furnished by Seller subject to all the terms and
accepted. City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order,
expenses unless specified in this order. Drafts will not be honored,
agrees to be bound by and comply with in all particulars. No other terms
9.INDEMNIFICATION. Seller agrees to indemnify and hold City
or conditions are binding upon the parties unless subsequently agreed to
harmless from and against any claim, action, damages, costs (including,
in writing. Written acceptance or shipment of all or any portion of the
without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase covered by this order constitutes unqualified acceptance of all
Purchase or the order, or their performance. Should City be named in
terms and conditions in this order. The terms of any proposal referred to
any suit, or should any claim be brought against it by suit or otherwise,
in this order are included and made a part of the order only to the extent
whether the same be groundless or not, arising out of the Purchase or
it specified the Purchase ordered, the price, and the delivery, and then
order, or their performance, Seller will defend City (at City's request and
only to the extent that such terms are consistent with the terms and
with counsel satisfactory to City) and indemnify City for any judgment
conditions of this order.
rendered against it or any sums paid out in settlement or otherwise. For
2,INSPECTION. The Purchase furnished must be exactly as specified in
purposes of this section "City"includes City's officers, elected' officials,
this order, free from all defects in Seller's performance, design,
and employees. It is expressly understood and agreed that the
workmanship, and materials, and, except as otherwise provided, is
foregoing provisions will survive termination of this order. The
subject to inspection and test by City at all times and places. If, before
requirements as to the types and limits of insurance coverage to be
final acceptance, any Purchase is found to be incomplete, or not as
maintained by Seller, and any approval of such insurance by City, are
specified, City may reject it, require Seller to correct it without charge, or
not intended to and will not in any manner limit or qualify the liabilities
require delivery of such Purchase at a reduction in price that is equitable
and obligations otherwise assumed by Seller pursuant to this order,
under the circumstances. If seller is unable or refuses to correct such
including, without limitation, to the provisions concerning indemnification,
items within a time deemed reasonable by City, City may terminate the
10.WARRANTY. Seller agrees that the Purchase is covered by the
order in whole or in part. Seller bears all risks as to rejected Purchases
most favorable commercial warranties the Seller gives to any customer
and, in addition to any costs for which Seller may become liable to City
for the same or substantially similar supplies or services, or such other
under other provisions of this order, must reimburse City for all
more favorable warranties as is specified in this order. Warranties will
transportation costs, other related costs incurred, or payments to Seller
be effective notwithstanding any inspection or acceptance of the
in accordance with the terms of this order for unaccepted Purchases.
Purchase by City.
Notwithstanding City's acceptance of any Purchase, Seller is liable for
11.ASSIGNMENT. City may assign this order. Except as to any
latent defects, fraud, or such gross mistakes as constitute fraud.
payment due under this order, Seller may not assign or subcontract the
3.CHANGES. City may make changes within the general scope of this
order without City's written approval. Should City give consent, it will not
order in drawings and specifications for specially manufactured supplies,
relieve Seller from any obligations under this order and any transferee or
place of delivery, method of shipment or packing of the order by giving
subcontractor will be considered Seller's agent.
notice to Seller and subsequently confirming such changes in writing. If
12.INSURANCE. Commercial general liability ("CGL") insurance must
such changes affect the cost of or the time required for performance of
meet or exceed the requirements of ISO-CGL Form No. Form CG 00 01
this order, an equitable adjustment in the price or delivery or both must
04 13, or equivalent, covering CGL on an "occurrence" basis, including
be made. No change by Seller is allowed without City's written approval.
property damage, bodily injury and personal & advertising Injury. If a
Any claim by Seller for an adjustment under this section must be made
general aggregate limit applies, either the general aggregate limit shall
in writing within thirty (30) days from the date of receipt by Seller of
apply separately to this projectilocation (ISO CG 25 03 or 25 04) or the
notification of such change unless City waives this condition in writing.
general aggregate limit shall be twice the required occurrence limit. For
Nothing in this section excuses Seller from proceeding with performance
automobiles, the insurance must meet or exceed the requirements Of
of the order as changed.
Insurance Services Office Form Number CA 0001 covering Code 1 (any
4. TERMINATION. City may terminate this order at any time, either
auto), or, if Seller provides proof of a personal automobile policy, such
verbally or in writing, with or without cause. Should termination occur,
personal policy must include and indicate business venture coverage
City will pay Seller as full performance until such termination the unit or
with limits no less than $1,000,000 per accident for bodily injury and
pro rata order price for the performed and accepted portion of the
property damage. If Seller has no owned autos, Code 3 (hired) and 9
Purchase. City may provide written notice of termination for Seller's
(non -awned), with limits no less than $11,000,000 per accident for bodily
default if Seller refuses or fails to comply with this order. If Seller does
injury and property damage must be included in coverage. The amount
not cure such failure within a reasonable time period, or fails to perform
of insurance required will be a combined single limit per occurrence for
the Purchase within the time specified (or allowed by extension), Seller
bodily injury, personal injury, and property damage for the policy
will be liable to City for any excess costs incurred by City.
coverage. Liability policies will be endorsed to name City, its officials,
5.TERM / TIME EXTENSION. This Agreement's term will be from May
and employees as "additional insureds" under said insurance coverage
22, 2025, to December 31, 2025. City may extend the time for
and to state that such insurance will be deemed "primary" such that any
completion if, in City's sole determination, Seller was delayed because of
other insurance that may be carried by City will be excess thereto. City's
causes beyond Seller's control and without Seller's fault or negligence.
additional insured status will apply with respect to liability and defense of
In the event delay was caused by City, Seller's sole remedy is limited to
suits arising out of Seller's acts or omissions. Such insurance will be on
recovering money actually and necessarily expended by Seller because
an "occurrence," not a "claims made," basis and will not be cancelable or
of the delay; there is no right to recover anticipated profit.
subject to reduction except upon thirty (30) days prior written notice to
&REMEDIES CUMULATIVE. City's rights and remedies under this order
City, and the notice must include any necessary endorsement to
are not exclusive and are in addition to any legal rights and remedies.
facilitate such notice to City. See below for required endorsement
TTITLE. Title to materials and supplies purchased under this order
language pertinent to the insurance requirements. Seller will furnish valid
pass directly from Seller to City upon City's written acceptance following
Certificates of Insurance to City evidencing maintenance of the
an actual inspection and Ci 's o portunity to re'ect, y wwwwmm m,
i Lem anal
insurance regwred under this Agreement, a copy of an additi mm
1) Agreement 2025
Agreement No. 7342
endorsement confirmingbeeni nal in
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of Child Abuse Prevention m the State Department"..._ f _.
of Social Services.
policy, and other
status under the General Liability I' y
Seller affirms and agrees that the background and reporting training will
evidence of insurance or copies of policies as may be reasonably
be completed before beginning performance under this Agreement.
required by City from time to time. Insurance must be placed with
Upon City request, Seller will promptly furnish proof of completion of
insurers with a current A.M. Best Company Rating equivalent to at least
such mandated reporter training to City, but in no event no later than two
a Rating of "A:VII." Insurance endorsements must contain the following
business days following City's request.
language: (i) Additional insured endorsement with this language: "The
19. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. In
City of El Segundo, its elected and appointed officials, employees, and
accordance with Government Code §16.5, the parties agree that this
volunteers as additional insureds," through ISO Form CG 20 10 1185 or
Amendment will be considered signed when the signature of a party is
CG 20 10 with CG 20 37; (ii) Cancellation endorsement with this
delivered by electronic transmission. Such electronic signature will be
language: "The City of El Segundo will receive thirty (30) days written
treated in all respects as having the same effect as an original signature.
notice in the event of cancellation, nonrenewed or reduction." (iii)
Seller warrants that its signatory (or signatories, as applicable) to this
Primary and Non -Contributory endorsement with this language:
Agreement has the legal authority to enter this Agreement and bind
"Coverage is primary and non-contributory such that any other insurance
Seller accordingly.
that may be carried by the City will be excess thereto."
20. CONSISTENCY. In interpreting this Agreement and resolving any
13.PERMITS. Seller must procure all necessary permits and licenses,
ambiguities, this Agreement takes precedence over any attached exhibit
and abide by all federal, state, and local laws, for performing this order.
with conflicting provisions.
14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
21. CONSIDERATION. As consideration, City agrees to pay Seller for
will act as an independent contractor and will have control of all work
Seller's services not to exceed a total of $17,500 for the work. City will
and the manner in which is it performed. Seller will be free to contract for
pay for work as specified in the attached Exhibit "A," which is
similar service to be performed for other employers while under contract
incorporated by reference.
with City. Seller is not an agent or employee of City and is not entitled to
22. EXHIBITS. EXHIBIT "A" — SCOPE OF SERVICE AND RATE
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, "AI") 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 AI 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
com 1l!_ the online mandated reporter train in �he Office
1) Agreement 2025
Agreement No. 7342
EXHIBIT "A" — SCOPE OF SERVICE AND RATE
SMAX Entertainment LLC agrees to provide entertainment services for City of El Segundo's Summer Concerts in the Park.
Location: Library Park Time: 4:00-7:O0pm
Dates:
Sunday, June 15, 2025 Woodie & The Longboards
Sunday, June 29, 2025 Cash, Killer and The King
Sunday, July 13, 2025 Wayward Sons
Sunday, July 27, 2025 Remix
Sunday, August 10, 2025 Dan Delgado
Sunday, August 24 Dreaming of You
SMAX Entertainment LLC agrees to provide entertainment services for City of El Segundo's 4th of July Event.
Location: Recreation Park Time: 5:00-9:00pm
Date: July 4, 2025
City of El Segundo agreed to provide power and stage.
City agrees to pay SMAX Entertainment LLC a sum not to exceed $17,500,
1) Agreement 2025