23-0620_DJE SOUND AND LIGHTING_E14_Agenda ReportCity of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Matisse Reischl, Assistant to the City Manager
PREPARED BY: Kristen Hauptli, Senior Management Analyst
DATE: June 20, 2023
SUBJECT: Professional Services Agreement with DJE Sound and Lighting, Inc.
for Audio and Lighting Services for City Special Events; and, Finding
Said Action is Exempt from the California Environmental Quality Act
(CEQA) Per Section 15061(b)(3).
RECOMMENDATION:
1.Approve and authorize the City Manager to execute a three-year agreement, with
two optional one-year extensions, for audio and lighting services with DJE Sound
and Lighting, Inc. for the City’s Fourth of July celebration, summer concert series,
and Christmas Tree Lighting ceremony;
2.Waive the competitive bidding process pursuant to Municipal Code Section 3-
4.310(d); and,
3.Find that the proposed action is exempt from the California Environmental Quality
Act pursuant to State CEQA Guidelines Section 15061(b)(3).
DISCUSSION/ANALYSIS:
The City hosts a series of annual special events including the Fourth of July carnival and
fireworks display, four summer concerts, and Christmas Tree Lighting ceremony.
Production of these special events requires professional audio, lighting and equipment
staging services. The City currently coordinates provision of these services with DJE
Sound and Lighting, Inc. (DJE) for each individual event. To streamline event coordination
and formalize event dates, costs, and scope of work, staff is recommending the City
Council approve and authorize the City Manager to execute a three-year agreement
(Attachment 1), with two optional one-year extensions, with DJE for audio and lighting
services at City special events.
6/20/2023
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City Council Agenda Report
June 20, 2023
Page 2 of 2
DJE has provided the San Juan Capistrano community with high-quality audio and visual
lighting services at special events for over ten years, and staff is highly satisfied with the
vendor’s performance, competitive pricing, and longstanding positive relationship with the
City. DJE has also provided services for other local government agencies, galas, music
festivals, and stage productions.
Pursuant to Municipal Code Section 3-4.310(d), staff is recommending that the City
Council waive the competitive bidding process for this procurement. DJE is a
professional, reliable, and experienced vendor that has acquired an understanding of the
unique aspects of City events and demonstrated an ability to provide the City of San Juan
Capistrano with high-quality services.
FISCAL IMPACT:
Funding for the proposed year one agreement cost of $47,521.72 is included in the
proposed Fiscal Year 2023-24 operating budget. An annual 8% and 7% increase to the
cost of services would be applied respectively in years two and three of the proposed
agreement. Should the City exercise the two optional one-year extensions, the year three
pricing would continue through the term of the agreement.
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA), the recommended
action is exempt from CEQA per Section 15061 (b)(3), the commonsense exemption that
CEQA applies only to projects which have the potential for causing a significant effect on
the environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. The recommended action is not an activity with potential to cause
significant effect on the environment and is therefore exempt from CEQA.
PRIOR CITY COUNCIL REVIEW:
Not applicable.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Ted Tesoriero, DJE President and CEO
ATTACHMENTS:
Attachment 1 – Proposed Professional Services Agreement with DJE Sound and
Lighting, Inc.
1
CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This professional services agreement (this “Agreement”) is made and entered into as of
________________, 2023, by and between the City of San Juan Capistrano, a public agency
organized and operating under the laws of the State of California with its principal place of
business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (the “City”), and DJE Sound
& Lighting, Inc., a Corporation with its principal place of business at 27241 Burbank, Foothill
Ranch, 92610 (hereinafter referred to as “Contractor”). The City and Contractor are sometimes
individually referred to as a “Party” and collectively as the “Parties” to this Agreement.
RECITALS
A. The City is a public agency of the State of California and is in need of professional
services for the following project:
Sound and Lighting production services for City special events
(hereinafter referred to as “the Project”).
B. Contractor is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for the City to retain
Contractor to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Contractor shall provide the City with the services (the “Services”) described in the Scope
of Services, attached hereto and incorporated herein as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “B.”
b. Payment to Contractor as to all uncontested amounts will be rendered
within ninety (90) days after the City receives an invoice and all required insurance
documentation.
3. Additional Work.
If changes in the work seem merited by Contractor or the City, and informal consultations
with the other Party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Contractor with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
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4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Contractor and made available for inspection by City at all
reasonable times during the term of this Agreement and for four (4) years from the date of final
payment under this Agreement.
5. Term. The term of this Agreement shall be from July 1, 2023, to July 30, 2026,
unless terminated earlier as provided herein. Contractor shall complete the Services within the
term of this Agreement and shall meet any other established schedules and deadlines. Upon the
City’s review of satisfactory Contractor performance, and by mutual written consent, the City
Manager is authorized to approve up to two (2) optional one-year term extensions.
6. Delays in Performance.
a. Neither the City nor Contractor shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing Party. For purposes of this Agreement, such circumstances include, but are not
limited to: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other
civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; or
judicial restraint.
b. Should such circumstances occur, the non-performing Party shall, within a
reasonable time of being prevented from performing, give written notice to the other Party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Contractor shall comply with all applicable laws, ordinances, codes, and
regulations of the federal, state, and local government, including but not limited to Cal/OSHA
requirements.
b. If required, Contractor shall assist the City, as requested, in obtaining and
maintaining all permits required of Contractor by federal, state, and local regulatory agencies.
c. If applicable, Contractor is responsible for all costs of clean up and/or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Contractor’s services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
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9. Assignment and Subcontractor
Contractor shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the prior written consent of the City, which may be withheld for
any reason. Any attempt to so assign or so transfer without such consent shall be void and
without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain
a provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Contractor from employing independent associates and subcontractors as
Contractor may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Contractor is retained as an independent contractor and is not an employee of City. No
employee or agent of Contractor shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Contractor shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Contractor shall not allow any subcontractor to commence work on any subcontract until
that subcontractor has secured all insurance required under this section.
a. Commercial General Liability
(i) Contractor shall take out and maintain, during the performance of
all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
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(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Contractor shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Contractor certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Contractor has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Contractor shall maintain full compensation insurance for all persons employed directly by him/her
to carry out the work contemplated under this Agreement, all in accordance with the “Workers’
Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and
any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein.
Contractor shall require all subcontractors to obtain and maintain, for the period required by this
Agreement, workers’ compensation coverage of the same type and limits as specified in this
section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement, Contractor shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors, or
omissions of the Contractor. “Covered Professional Services” as designated in the policy must
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specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Contractor shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Contractor shall provide the City at least thirty (30) days’ prior
written notice of cancellation of any policy required by this Agreement, except that the Contractor
shall provide at least ten (10) days’ prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Contractor shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Contractor’s policy is primary insurance and that any
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insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Contractor shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Contractor
shall purchase a one (1) year extended reporting period if: (a) if the retroactive date is advanced
past the effective date of this Agreement; (b) if the policy is cancelled or not renewed; or (c) if
the policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the
City, its officials, officers, employees, agents, and volunteers or shall specifically allow Contractor
or others providing insurance evidence in compliance with these specifications to waive their
right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City
and shall require similar written express waivers and insurance clauses from each of its
subcontractors.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Contractor from liability in
excess of such coverage, nor shall it limit the Contractor’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A: VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Contractor, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by Contractor pursuant to this Agreement, including but not limited to, the provisions
concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by the City will be promptly reimbursed by Contractor or the
City will withhold amounts sufficient to pay premium from Contractor payments. In the
alternative, the City may cancel this Agreement.
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(iii) The City may require Contractor to provide complete copies of all
insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents,
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subcontractor Insurance Requirements. Contractor shall not allow any
subcontractor or subcontractors to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractor or
subcontractors shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Contractor,
the City may approve different scopes or minimum limits of insurance for a particular
subcontractor or subcontractors.
12. Indemnification.
a. To the fullest extent permitted by law, Contractor shall defend (with counsel
of City’s choosing), indemnify, and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors,
subcontractors, or agents in connection with the performance of the Services, the Project, or this
Agreement, including, without limitation, the payment of all damages, expert witness fees,
attorneys’ fees, and other related costs and expenses. Contractor's obligation to indemnify shall
not be restricted to insurance proceeds, if any, received by Contractor, the City, its officials,
officers, employees, agents, or volunteers. Contractor’s obligation to indemnify shall survive the
termination of this Agreement.
b. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises
out of Contractor’s performance of “design professional” services (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Contractor, and, upon Contractor obtaining a final adjudication by a court of competent
jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the
Contractor’s proportionate percentage of fault. Contractor’s obligation to indemnify shall survive
the termination of this Agreement.
13. California Labor Code Requirements.
a. Contractor is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain “public works” and “maintenance” projects
(“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public
works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
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the Contractor and all subcontractors to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit
certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Section 1771.4.
b. If the services are being performed as part of an applicable “public works”
or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Contractor and all subcontractors performing such services must be registered with the
Department of Industrial Relations. Contractor shall maintain registration for the duration of the
Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing,
the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Contractor or any subcontractor that
affect Contractor’s performance of services, including any delay, shall be Contractor’s sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Contractor caused delay and shall not be compensable by the City. Contractor shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Contractor or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Contractor verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subcontractors and sub-subcontractors to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Orange, State of California.
16. Termination or Abandonment
a. The City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days’ written notice of such intent to Contractor.
In such event, the City shall be immediately given title and possession to all original field notes,
drawings and specifications, written reports, and other documents produced or developed for that
portion of the work completed and/or being abandoned. The City shall pay Contractor the
reasonable value of services rendered for any portion of the work completed prior to termination.
If said termination occurs prior to completion of any task for the Project for which a payment
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request has not been received, the charge for services performed during such task shall be th e
reasonable value of such services, based on an amount mutually agreed to by the City and
Contractor of the portion of such task completed but not paid prior to said termination. The City
shall not be liable for any costs other than the charges or portions thereof which are specified
herein. Contractor shall not be entitled to payment for unperformed services and shall not be
entitled to damages or compensation for termination of work.
b. Contractor may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to the City and only in the event of
substantial failure by the City to perform in accordance with the terms of this Agreement through
no fault of Contractor.
17. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, drawings and specifications, and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
Contractor shall assign Ted Tesoriero as Project Manager. The Project Manager shall not
be removed from the Project or reassigned without the prior written consent of the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Heidi Ivanoff- Community Services
CONTRACTOR:
DJE Sound & Lighting, Inc.
27241 Burbank
Foothill Ranch, CA 92610
and shall be effective upon receipt thereof.
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21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Contractor.
22. Equal Opportunity Employment.
Contractor represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age, or other interests protected by the State or Federal
Constitutions and applicable law. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff, or termination.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of the City and
Contractor as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promise, or representation with respect to those
matters covered hereunder. Each Party acknowledges that no representations, inducements,
promises or agreements have been made by any person which are not incorporated herein, and
that any other representations, inducements, promises, or agreements are void. This Agreement
may not be modified or altered except in writing signed by both Parties hereto. This is an
integrated Agreement.
24. Severability
A determination by a court of competent jurisdiction as to the unenforceability, invalidity,
or illegality of any provision(s) of this Agreement shall not render the remaining provisions
unenforceable, invalid, or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators, and assigns of each Party to this Agreement. However,
Contractor shall not, by operation of law or otherwise, assign, delegate, or transfer any or all of
its rights, burdens, duties, or obligations without the prior written consent of the City. Any
attempted assignment, delegation, or transfer without such consent is invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party,
unless such waiver is made in writing. No waiver of any breach or condition of this Agreement
shall constitute waiver of the same or other breaches or conditions, whether before or after
occurring.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
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28. City’s Right to Employ Other Contractors
City reserves its right to employ other contractors, including engineers, in connection with
this Project or other projects.
29. Prohibited Interests
Contractor maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Contractor, to solicit or secure this
Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Contractor, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, the City
shall have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with the City,
shall have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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61147.02100\10974777.3
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF SAN JUAN CAPISTRANO
AND DJE SOUND & LIGHTING, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO DJE SOUND & LIGHTING, INC.
By: By:
Benjamin Siegel
City Manager Its:
Printed Name:
ATTEST:
By:
Maria Morris
City Clerk
APPROVED AS TO FORM:
By:
Jeffrey Ballinger
City Attorney
Edward Tesoriero
President
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EXHIBIT A
SCOPE OF SERVICES
DJE Sound & Lighting, Inc. (Contractor) agrees to provide the scope of work as outlined for the
following City of San Juan Capistrano events: (1) Fourth of July; (2) San Juan Summer Nites
Concerts; and (3) Christmas Tree Lighting Ceremony.
Fourth of July
Event Dates: Tuesday, July 4, 2023
Thursday, July 4, 2024
Friday, July 4, 2025
1. Set-up truss structure, staging, skirting, speakers, and lighting one day prior to event.
2. Place remote speakers throughout the park to amplify fireworks display music.
3. Truss Package with a stage – 20’ x 30’ including approved fire rated shade cloth, stage
skirting, stairs, and 15’ legs.
4. ADA-compliant ramp and rail attached to one side of stage for wheelchair access.
5. Digital Video Wall – 9.61’ x 6.4’ 7.62 mm HD LED Video Wall (24 Tiles) for back of stage
for the display of sponsor logos and messages.
6. Communicate with the pyro technician to coordinate fireworks countdown.
7. Provide microphones and stands for band, emcee, and announcements.
8. Spotlight for VFW Color Guard prior to the singing of the National Anthem.
9. Generator 70KW (grounded).
10. Cable covers for all exposed cords running from the mixing board to the main stage.
11. Colored Light gels.
12. Equipment trucks and vans will be permitted to drive on to the grounds for set-up and tear-
down. In the event of inclement weather leading up to the event, Contractor will be required
to coordinate with City staff the best route on to the park grounds to prevent turf damage.
13. Overnight security is only provided on July 3, starting at 6:00 p.m. through July 4, at 6:00
a.m. Contractor is responsible for any equipment left on the park grounds after the event.
14
San Juan Summer Nites Concerts
Event Dates: Wednesday, July 19, August 16, September 20, 2023, and June 19, 2024
Wednesday, July 17, August 21, September 18, 2024, and June 18, 2025
Wednesday, July 16, August 20, September 17, 2025, and June 17, 2026
1. Set-up can begin after 11:00 a.m. on the event day, complete sound checks by 3:00
p.m. on event day, concert begins promptly at 6:00 p.m.
2. Remove equipment immediately following the event at 8:15 p.m.
3. Prior to each concert, the Contractor will contact each band to discuss details for the
upcoming concert.
4. Contractor is responsible for any equipment left on site after concert. NO overnight
security is available after the concert.
Christmas Tree Lighting Celebration
Event Dates: Saturday, December 2, 2023
Saturday, December 7, 2024
Saturday, December 6, 2025
Historic Town Center Park (31806 El Camino Real) and holiday activities at Los Rios Park (31790
Paseo Adelanto).
1. Complete sound checks by 3:00 p.m. at the Historic Town Center Park main stage for
performances to begin at 4:00 p.m.
2. Complete lighting installation at Los Rios Park by 3:00 p.m. on the day of event for
activities to begin at 6:00 p.m.
3. Remove equipment at Historic Town Center Park main stage immediately following the
Tree Lighting Ceremony at 6:15 p.m.
4. Remove equipment at Los Rios Park immediately following the event at 9:00 p.m.
5. Overnight security is provided only on the evening prior to the event from 6:00 p.m. to
6:00 a.m. on event day. Contractor is responsible for any equipment left on site after event.
15
EXHIBIT B
SCHEDULE OF CHARGES
1 Year 2025 rates would continue in years 2026 and 2027 if the optional one-year extensions are exercised by the City Manager.
YEAR EVENT PRICE TOTAL FOR YEAR
2023
SJC Summer Nites Concert 1 July $3,565.62
$47,521.72
SJC Summer Nites Concert 2 August $3,565.62
SJC Summer Nites Concert 3 September $3,565.62
SJC Summer Nites Concert 4 June ‘24 $3,565.62
4th of July $16,437.62
Tree Lighting $12,846.19
Los Rios Park $3,975.43
2024
SJC Summer Nites Concert 1 July $3,925.02
$51,339.02
SJC Summer Nites Concert 2 August $3,925.02
SJC Summer Nites Concert 3 September $3,925.02
SJC Summer Nites Concert 4 June ‘25 $3,925.02
4th of July $17,685.34
Tree Lighting 13,778.17
Los Rios Park $4,175.43
12025
SJC Summer Nites Concert 1 July $4,284.42
$55,075.99
SJC Summer Nites Concert 2 August $4,284.42
SJC Summer Nites Concert 3 September $4,284.42
SJC Summer Nites Concert 4 June ‘26 $4,284.42
4th of July $18,852.73
Tree Lighting $14,710.15
Los Rios Park $4,375.43