12-0824_DJE SOUND & LIGHTING_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 24 day of
August, 2012, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and DJE Sound & Lighting — Ted Tessorio (hereinafter referred to as the
"Consultant').
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal of Tree Lighting Ceremony — Sound. Lighting and Staging Services and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by the City 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 the December 1, 2012 and shall terminate, and
all services required hereunder shall be completed, no later than December 1, 2012.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $5,000, [as
set forth in Exhibit "B".
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit an invoice based on total
services which have been satisfactorily completed for such period. The City will pay the
payment based on approved invoice in accordance with this Section.
Section 4. Independent Contractor.
It is agreed that Consultant 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 Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant 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 Consultant is permitted to
subcontract any part of this Agreement by City, Consultant 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
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Chances to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant 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 Consultant's fees.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant 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 Consultant.
Section 11. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
Section 13. Indemnity.
To the fullest extent permitted by law, Consultant 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 Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant'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 Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
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. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant 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.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant 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
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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.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant 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).
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant 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.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant 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 Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant
shall submit an insurance certificate to the City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cance Ilation/Term!nation 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.
!!
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, 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 16. 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: Heidi Ivanoff, Community Services Coordinator
To Consultant: DJE Sound & Lighting
26 Rancho Circle
Lake Forest, CA 92630
Section 17. 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.
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Section 18. 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 19. Entire Aureement.
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]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
ATT /T,*
C Jerk - M ri orris
CONSI�L
By:
Ted Tessorio - DJE Lighting & Sound
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EXHIBIT A
SCOPE OF WORK
DJE — Sound & Lighting
DJE Sound & Lighting — Ted Tessorio (Contractor) agrees to provide the following list of
services for the City's Tree Lighting Ceremony on December 1, 2012.
The rules and regulations are as follows:
1. Contractor is to return all necessary, contracts, W-9 forms, and Workman's
Compensation forms and Certificate of Liability Insurance to the City prior to the event.
2. Contractor shall provide an invoice to the City for compensation. Invoice should be
received a minimum 4 weeks prior to the event to allow time necessary for processing.
3. Contractor shall provide the City with sound equipment suitable for a theater production,
general lighting as well as specialized lighting to highlight each performance.
4. Contractor must arrive on time the day of the event, have set up complete and allow ample
time for a performance run through.
5. Contractor will work with Musical Theater University— David Green foradditional staging that
might be required for the performance.
6. If set up is necessary in advance of the event contractor must work with event organizer to
establish a day and time.
7. Contractor understands that NO staking of the park grounds is permitted.
8. 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.
9. Contractor and employees are prohibited from using drugs oralcohol before, during or at the
conclusion of the event.
10. Contractor understands that overnight security will be provided by the city should contractor
opt to set-up equipment the day before event. Overnight security arrives at 6:00 p.m. on
November 30, 2012 and departs at 6:00 a.m. on December 1, 2012. If set up will not occur
the day before the event, contractor must notify staff in advance to cancel security services.
I have read the above Ilste I ons and hereby agree and certify that I shall abide by the
City's condit ee Lightin t as listed above. Failure to comply with this scope of
work will ult in' edia t on due to breach of contract.
Signed: Date: <5� 29 -12—
Printed Name: Title: &AV
Date of Request
Requesting Dept
Signature of Dept Head
LEGAL SERVICES REQUEST FORM
City of San Juan Capistrano
City Attorney's Office
PLEASE SUBMIT ALL DOCUMENTS ELECTRONICALLY
10. 30 • i2 Primary Contact Person
❑ Urgent (Same Day)
High Priority (2 Days)
I Regular (2 Weeks)
El
ower Priority (2+ Weeks)
By:
Phone # / E-mail (014+q) +A3. 63y1
h'& Vanofra'kaanjuan mpisitw. w.OT
Xjjoiect Name -re- L;r.h • rp caunn a [-ftl
NATURE OF REQUEST
€ Review Draft Agreement € Review Report & Draft Resolution for PC Agenda
Final Signature on Previously Reviewed Agreement IF Draft/Review Municipal Code Amendment
€ Review Report & Resolution for CC Agenda € Legal Opim
€ Review Report & Prepare Ordinance for CC Agenda € Oth lease describe):
€ Contract Review Qpm cinN U t^CXI jp
' iiy tT'1C�ee cl Ci+xl UeG.k .
List of Attached Materials:
Background Information:
BELOW FOR ATTORNEY USE
€ Need further back-up info:
Completion Date: By Attorney:
City Attorney comments:
FINAL APPROVAL:
€ City Attorney