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HomeMy WebLinkAbout2009 CON Tallal / CommCinema - Outdoor Movie ScreeningsRECEIVEp. NAY 0 4 2109 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TALLAL, INC. DBA COMMUNITY CINEMA CONSULTANTS (COMMCINEMA) This contract dated this 19th day of May, 2009, is made by and between the CITY OF NATIONAL CITY, a municipal corporation, (hereinafter "CITY"), and TALLAL INC. OF MALIBU, CA (dba CommCinema) (CONTRACTOR). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide all equipment and labor required for outdoor movie screenings to be held at CITY -owned public parks as part of the San Diego Movies in the Park series [services as outlined in attached Exhibit "A-]. 2. Length of Agreement. The schedule is set forth below: The duration of this Agreement is through October 31, 2009. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a cost of $1,400 per screening. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in Exhibit "A" (the labor rates) without prior written authorization from the Purchasing Agent. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing statement for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing one (1) day written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants or employees of CITY. 7. Insurance. CONTRACTOR shall obtain: A. (l If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. Revised February 2009 E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees. and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made- rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. hlsurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City s Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. I. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. K. Insurance certificates must specify certificate holder as: City of National City ATTN: City Attorney's Office 1243 National City Blvd National City, CA 91950-4301 8. Hold Harmless. CONTRACTOR shall defend, indemnify and hold CITY, its Officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONTRACTOR, or CONTRACTOR'S subcontractors, agents or employees' operations under this Agreement. CITY shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 9. Acceptability of Work. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 10. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. Miscellaneous Provisions. A. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. B. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall Revised February 2009 2 not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. C. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. D. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. E. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. F. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. G. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. H. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. I. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. J. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY r By: s Zapata, y Manager APPROVED AS TO FORM: /— s0 George H. Liser, III City Attorney TALLAL INC. DBA COMMCINEMA (Co poration has onty one o/titer) By: sa:s2C2, Scott Tallal, President By: Scott Tallal Secretary/Treasurer Revised February 2009 3 EXHIBIT "A" This Exhibit is attached as an addendum to the agreement elated May 19. 2009, by and between the Cite of National City. California ("Customer")and Tallal.Inc.ofMalihu.Cal ifornia(dbaConnnCinema). The terms of this Exhibit arc as follows: 1. On bchalfofCustomcr. CommCinema will provide all equipment and labor required for outdoor movie screenings to be held at Customer's locations) on June 12. July 10, August 14 and September 11.2009 as a part of the "SD Movies in the Park" program ("Programs`) being organized by CommCinema and the County of San Diego Department of Parks and Recreation ("County"). Equipment and labor specifications are as follows: A large widescreen-format projection screen. A high definition, high brightness digital video projector custom calibrated for theatrical exhibition. A digital media player capable ofupscaling standard definition DVD content for high definition display_ Full -range multi -channel self -amplified speakers. — Public address system, microphone, and audio mixer for pre -show announcements and entertainment. All equipment support and cables required for audio and video interconnects for the entire system. All labor required for the set-up, operation, and teardown of the outdoor screening system. CommCinema agrees to provide all of these services on behalf of Customer in a careful and safe manner, and to add Customer as a named insured to its general liability coverage policy. 2. Customer agrees to provide the following at its own expense: Access to the venues and on -site assistance from Customer's personnel for crowd monitoring and control. All necessary permits and variances required for the venue for the outdoor screenings. All required outlets and extension cords required to deliver 1 10v power to all audio and video equipment to he operated by CommCinema at each screening. Event staffing for all services not provided by CommCinema. On -site security as desired by Customer. Promotion and advertising of the outdoor screenings as desired by Customer. One copy of the DVD to be shown at each screening. fully licensed for outdoor exhibition by Customer. Customer further agrees to abide by all conditions and requirements of the content licensing agreements. 3. CommCinema agrees to consult with Customer on film selection and further agrees to advise Customer on the licensing, managementpromotion. marketing and sponsorship ofthc outdoor screenings (usingsponsorship templates to be provided by CommCinema to Customer). 4. Customer, CommCinema, County, and other Program participants will coordinate their efforts to secure on -screen advertisers and other sponsorships to help underwrite the costs associated with Program, kvith proceeds to be allocated under the terms detailed in Paragraph 5 of this Agreement. 5. For the services described herein, Customer agrees to pay CommCinema a discounted fee of S5,600_ payable in four equal monthly installments Of S1.400 each. The first of these installments will be clue and payable immediately upon the execution of this agreement. Customer will retain 100°%0 of all local sponsorship revenue generated directly by Customer for the screenings. 50% of the sponsorship revenue generated directly by County for any on -screen advertising or other marketing activities associated with Customer's events will be distributed by County to Customer, with the remaining 50% paid to CommCinema for sponsorship management. C ommCtttema w tit retain the first S I _-100 ()fain: sponsorship revenue generated directly by CommCinema for a Customer screening. Anv additional revenue Venerated by CommCinema for a Customer screening above and beyond the first S 1.400 will be split evenly between CommCinema and Customer. b. In the event of high words, inclement weather, or a nv other unforeseen occurence on the ddV of a11V planned screening, CliStoi1 r and C Uluin( henna reserve the riS_Tf11 to reschedule that screemfor another mutually agreed upon date prior to October 29, 2009. All invoices and outstanding balances more than thirty (30) days past due will bear interest at a rate of one percent (1';O per month on the unpaid balance. plus a late billing fee of often dollars (S l 3.00) per month_ In the event of default on payment of invoices presented to Customer by CommCinema, Customer agrees to reimburse CommCinema for any and all direct and indirect legal expenses which may be required to seek judgment for and enforcement of collection on any unpaid amounts owed by Customer to CommCinema. S. This agreement contains the entire agreement and understanding between Customer and CommCinema with respect to the subject matter of this agreement. This agreement supercedes any and all prior written or verbal agreements and understandings related to the subject matter of this agreement. 9. This agreement shall be deemed to be made in California and shall in all respects be interpreted_ construed, and governed by and in accordance With the laws of the State of California. Policy Number: NC659937 Date Entered: 5/18/2009 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 5/18/2009 PRODUCER B.W. Baker Insurance Inc. 29169 Heathercliff #208 Malibu Ca. 90265 Lic #0B49439 Phone:(310)457-5092 Fax:(310)457-6225 INSURED Scott Tallal DBA Commcinema 31510 Anacapa View Dr Malibu, CA 90265 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER A: Nautilus Insurance INSURER B: MT. Vernon INSURER C: INSURER D: INSURER E: NAIC # THE POLICIES OF INSURANCE LISTED BELOW ANY REQUIREMENT, TERM OR CONDITION MAY PERTAIN, THE INSURANCE AFFORDED POLICIES. AGGREGATE LIMITS SHOWN MAY INSR ADD': LTR INSRD TYPE OF INSURANCE HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, HAVE BEEN REDUCED BY PAID CLAIMS. PERIOD INDICATED. NOTWITHSTANDING THIS CERTIFICATE MAY BE ISSUED OR EXCLUSIONS AND CONDITIONS OF SUCH LIMITS POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MM/DD/YYYY) DATE (MM/DDIYYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1 t000 A I� COMMERCIAL GENERAL CLAIMS MADE L LIABILITY RA OCCUR NC897320 5/19/2009 5/19/2010 PRMMTO RENTED PREMISES LEa occurrence $ 100, 000 MED EXP (Any one person) $5 000 Xded $500 ___ PERSONAL_&ADV INJURY $ 1, 000000 $ 2,000,000 GENERAL AGGREGATE GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 PRO �' POLICY JECT- LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ C X ANY AUTO (Ea accident) __ _ _ �/� JCS � � ALL OWNED AUTOS SCHEDULED AUTOS 168088923 4/1/2009 10/1/2009 BODILY INJURY (Per person) $ 250 HIRED AUTOS BODILY INJURY $ NON -OWNED AUTOS (Per accident) 500 rt PROPERTY DAMAGE (Per accident) $ 1000 GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ $ WORKERS AND EMPLOYERS' COMPENSATION LIABILITY Y / N WC STATU- I OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? OFFICER/MEMBER (Mandatory E.L. DISEASE - EA EMPLOYEE $ in NH) under If yes, describe SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ B OTHERBpp CI2105508A 7/22/2009 7/22/2010 RC/Special $63,235 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS certificate holder is added as additional insured / loss payee: CERTIFICATE HOLDER CANCELLATION City of National City ATTN: City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL i() DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Baker ACORD 25 (2009/01) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Producedusing Forms Boss Plus software.www.FormsBoss.comlmpressivePublishing 800-208-1977 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009/01) POLICY NUMBER: NC897320 COMMERCIAL GENERAL LIABILITY Commcinema THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSORS OR CONTRACTORS (FORM B) This endorsement modifies insurance provide the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of National City ATTN: City Attorney's Office 1243 National City Blvd. National City, CA 91950-4301 (If no entry appears above, information required to complete this endorsement will be shown in the declarations as applicable to this endorsement.) WHO IS AN INSURED (Section 1I) is amended to include as an insured the person or organization shown in the schedule, but only with respect to liability arising out of "your work" for that insured. The Insurance afforded by this policy for the additional insured(s) is primary insurance and any other insurance maintained by or available to the additional insured(s) is non-contributing. Additional Insured Endorsement: "The City of National City, its elected officials, officers, agents, and employees". CG 20 10 1185 Copyright, Insurance Services Offices, Inc., 1992 CALIFORNIA EVIDENCE OF LIABILITY INSURANCE DOCUMENT Address of sales office: E S SENNA 555 ST CIIARLES DR STE 106 THOUSAND OAKS CA 91360 For Customer Service Call: 805-497-2899 For Claims Call: 800-225-2467 Roadside Assistance: 1-800-426-9998 Liberty Mutual. COMPANY CODE NUMBER NAIC NUMBER LIBERTY MUTUAL FIRE INSURANCE CO. 23035 Certifies that it has issued a liability insurance policy with compulsory coverage as required by the California financial responsibility law, to the policyholder named below with respect to the vehicle described. NAME OF INSURED DAVID LYONS 6220 1/2 SHOUP AVE WOODLAND HILLS CA 91367-1858 POLICY NUMBER A02-268-425599-10 9 CARD EFFECTIVE DATE 01/01/09 Applicable with respect to the following vehicle: 2002 JEEP LIBERTY YEAR MAKE MODEL POLICY EFFECTIVE DATE 01/01/09 CARD EXPIRATION DATE 01/01/10 Name and address of office issuing this card: LIBERTY MUTUAL GROUP 2875 BROWNS BRIDGE ROAD PO BOX 2376 GAI NESVI LLE GA 30503 POLICY EXPIRATION DATE 01/01/10 • S-Ji►►..1JI..�. Autho ized Representative 1J8GL58K72W258288 VEHICLE IDENTIFICATION NUMBER SEF. IMPORTANT MESSAGE ON REVERSE SIDE City of National City DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO: Tallal, inc. dba Community Cinema Consultants (CommCinema) For the purpose of inducing the City of National City to go forward with any contracts awarded to Tallal, inc. dba Community Cinema Consultants (CommCinema), I declare as follows: I, Scott Tallal, President of Tallal, Inc. and Managing Partner of CommCinema, am an independent contractor for the purposes of the California Workers' Compensation and Labor laws. I will hire no employees other than my parents, spouse, or children for work required for any bid or contract awarded to my company. All work required will be performed personally and solely by me, my parents, spouse, or children. If, however, I shall ever be required to hire employees or Subcontractors to perform this contract, I shall obtain Workers' Compensation Insurance and/or provide proof of Workers' Compensation Insurance coverage to the City of National City. This document constitutes a declaration by me against my financial interest, relative to any claims I should assert under the California Workers' Compensation and/or Labor laws against the City of National City relating to any bid or contract awarded CommCinema. I will defend, indemnify, and hold harmless the City of National City, its officers and employees, from any and all claims and liability, including Workers' Compensation claims and liability that may be asserted or established by any party in the event I hire an employee in violation of this addendum, and I will further indemnify the City of National City, its officers and employees, for all damages the City thereby suffers. I agree that these declarations shall constitute an addendum to any bid awarded to: CommCinema. Dated: May 19, 2009. Tallal, Inc. dba Commuity Cinema Consultants Scott Tallal, President/Managing Partner July 27, 2009 City ofNational City 140 East 12th St., Ste. A National City, CA 91950 Attn: Rudy Lopez INVOICE September 12, 2009 outdoor movie screening (payment due no later than August 26, 2009) $1,699.00 All invoices are due and payable one month after receipt. Invoices more than thirty (30) days past due bear interest at the rate of one percent (1%) per month and are subject to an additional late billing fee of fifteen dolllars ($15.00) per month. Please make check payable to: Tallal, Inc. Fed. Tax ID #75-2517055 31510 Anacapa View Drive Malibu, CA 90265 (310)924-4212 CommCinema • 31510 Anacapa View, Ste. 201 Malibu, CA 90265 • Telephone 310.589.0223 • e-mail scott@commcinema.com City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 July 7, 2009 Mr. Scott Tallal Tallal, Inc. dba CommCinema 31510 Anacapa View Drive Malibu, CA 90265 Dear Mr. Tallal, On May 20th, 2009, an Agreement was entered between the City of National City and Talla, Inc. dba CommCinema. We are enclosing for your records a fully executed original agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Community Services ® Recycled Paper