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12-0514_B & V PRODUCTIONS_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 14th day of May, 2012, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and B & V Productions (hereinafter referred to as the "Contractor"). This agreement is contingent upon the City of San Juan Capistrano's City Council continuing to provide the San Juan Summer Nites Concert series. If the City of San Juan Capistrano's budget includes the San Juan Summer Nites series for 2012, this Personal Services Agreement shall be honored. RECITALS: WHEREAS, City desires to retain the services of Contractor regarding the City's proposal to provide the sound and equipment for the 2012 San Juan Summer Nites Concert Series; and WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Contractor mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Contractor shall consist of those tasks as set forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on June 15, 2012 and shall terminate, and all services required hereunder shall be completed, no later than September 19, 2012. Section 3. Compensation. per concert. 3.1 Amount. Total compensation for the services hereunder shall not exceed $3,700.00 3.2 Method of Payment. Subject to Section 3.1, Contractor shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 855735.1 3.3 Records of Expenses. Contractor shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Contractor shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Contractor. City will deal directly with and will make all payments to Contractor. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Contractor undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Contractor's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Contractor warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 855735.1 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Code of Conduct. Contractor shall maintain the following conduct standards: Use of derogatory, profane or slanderous language to City employees or the general public is prohibited. Contractor/subcontractor is prohibited from using drugs or alcohol before, during or at the conclusion of the event. Contractor shall adhere to City staffs directions and any breach of this section may be cause to immediately terminate this contract. Section 11. Conflicts of Interest. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Contractor. Section 12. Indemnity. To the fullest extent permitted by law, Contractor agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Contractor, Contractor's agents, officers, employees, subcontractors, or independent contractors hired by Contractor in the performance of the Agreement. The only exception to Contractor's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. Section 13. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Contractor, at its own cost and expense, shall carry, maintain for the duration 855735.1 of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Contractor has also been obtained for the subcontractor. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 13.1 Comprehensive General Liability. Throughout the term of this Agreement, Contractor shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1;000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 13.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). 13.3 Wor er's mpensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 13.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Contractor shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 855735.1 13.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 13.6 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 13.7 Notice to Proceed. Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Contractor has complied with all insurance requirements of this Agreement. Section 14. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Contractor. In addition, except as provided for in Section 10 above, this Agreement may be terminated by any party for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Cynthia Alexander To Contractor: Bruce Nielsen B & V Productions PO Box 732 Trabuco Canyon, CA 92678 855735.1 Section 16. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 17. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 18. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. [SIGNATURE PAGE FOLLOWS] 855735.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, CITY OF -SAN JUAWCAPISTRANO P. Brust, City Manager B & V PRODUCTIONS B'rLace Nielsen, Owner APPROVED AS TO FORM: : I ., I�Ayaul0�. 855735.1 CITY OF SAN JUAN CAPISTRANO COMMUNITY SERVICES DEPARTMENT 25925 Camino Del Avion, San Juan Capistrano (949) 493-5911 EXHIBIT A SCOPE OF WORK San Juan Summer Nites Concert Series Bruce Nielsen of B & V Productions (Contractor) agrees to provide the following list of services for the City of San Juan Capistrano's San Juan Summer Nites Concert Series; June 20, July 18, August 15 and September 19, 2012 Contractor To: 1. Contractor is to return all necessary, contracts, w-9 forms, workman's compensation certificate, automobile insurance, certificate of liability insurance and endorsement in the amount of $1,000,000 to the City prior to the event and maintain coverage throughout the concert series. 2. Contractor is to provide the City of San Juan Capistrano with sound, lighting and equipment as outlined in the City's Request for Proposal. 3. Contractor shall provide and invoice to the City for compensation. 4. Contractor must arrive on time the day of the event, have the set up of all equipment; tables, chairs, dance floor, barbecues and canopies complete by 12:00 p.m. Sound / lighting must be set up along with sound checks must be complete by 3:00 p.m. 5. If set up is necessary in advance of the event contractor must work with event organizer to establish a day and time and understands that security is not provided. 6. Contractor understands that No staking of the park grounds is permitted. 7. Any vehicle driven on to the park grounds must staywithin the permitted zone and moved to a designated parking space immediately following unloading of any equipment. 8. Contractor and employees of contractor are prohibited from using drugs or alcohol before, during or at the conclusion of the event. Term: • The term of the agreement with the selected contractor shall be for June 20, July 18, August 15 and September 19, 2012.