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HomeMy WebLinkAbout2012 CON PNR Marketing Solutions DBA Fun Flicks - Outdoor Movie ScreeningsAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND PNR MARKETING SOLUTIONS LLC (DBA FUN FLICKS) This Agreement is entered into this 24th day of April, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation, (the "CITY"), and PNR MARKETING SOLUTIONS LLC, (DBA FUN FLICKS) (the "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 four (4) outdoor movie screenings to be held at CITY -owned public parks as part of the San Diego Movies in the Park series, and any additional outdoor movie screening to be held at CITY -owned public parks as a stand alone series. 2. Length of Agreement. The duration of this Agreement is from the date of execution through September 15, 2015. 3. Compensation. The total compensation to CONTRACTOR for providing services set forth herein shall not exceed a cost of $850 per screening for the San Diego Movies in the Park at National City locations, for a total not -to -exceed amount of $3,400. 4. Payment Schedule. CITY will make payment within thirty (30) days of receiving and approving a billing invoice 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. _ 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. 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. Insurance 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 Department 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 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. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager ROVED AS TO FORM: is G tua Silva City Atto PNR MARKETING SOLUTIONS LLC, (DBA Fun Flicks) (Corporation— i•nature oftwo .orporateofcers) (Partnersh (Sole pro rietorsh' ne; ignat e) pard-Olson, Owner 4 PNRMA-1 OP ID: TM ,4(Lo1ro CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDD/YYYYI 04/10/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Wateridge Insurance Services 10717 Sorrento Valley Rd. San Diego, CA 92121 Bauer Insurance Services, Inc. INSURED PNR Marketing Solutions LLC 11670 Treadwell Dr Poway, CA 92064 858-452-2200 858-452-6004 CONTACT NAME: PHONE (A/C No Est): E-MAIL ADDRESS: FAX (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A: Golden Eagle Insurance Corp. INSURER B:United Financial Casualty Co. NAIC # 10836 11770 INSURER : Maryland Casualty Company INSURER D INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X CBP1822566 10/15/11 10/15/12 DAMAGE I O RENTED PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 $ 2,000,000 $ GEN'L AGGREGATE LIMIT APPLIES PER, PRODUCTS - COMP/OP AGG X POLICY 7 MT- LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 1000000 $ + + $ $ B ANY AUTO CA08125587-0 07/02/11 07/02/12 BODILY INJURY (Per person) ALL OWNED AUTOS X SCHEDULED auras BODILY INJURY (Per accident) X HIRED AUTOS _ X AUTOSWNED (Per acciden[Y DAMAGE $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X WO STATU- TORY LIMITS iOTH- ER C AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE 04725810 04/20/12 04/20/13 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, descnbe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach The City of National City, its elected off'cials, off employees are added as additional insured for work GECG 602 ACORD 101, Additional Remarks Schedule If more space Is required) cers, agents and under contract per form CERTIFICATE HOLDER CANCELLATION City of National City CIO City Attorney's Office 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4 /3 ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL LIABILITY GOLD ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION I - COVERAGES COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY 2. Exclusions Item 2.g. 2) is replaced with the following: 2.g. 2) A watercraft you do not own that is: a) less than 50 feet long; and b) Not being used to carry persons or property for a charge. Item 2.g. 6) is added: 6) An aircraft in which you have no ownership interest and that you have chartered with crew. The last paragraph of 2. Exclusions is replaced with the following: Exclusions c. through n. do not apply to damage by fire, explosion, sprinkler leakage, or lightning to premises while rented to you, temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. SECTION I - COVERAGES COVERAGE C. MEDICAL PAYMENTS If Medical Payments Coverage is provided under this policy, the following is changed: 3. Limits The medical expense limit provided by this policy shall be the greater of: a. $10,000; or b. The amount shown in the declarations. Coverage C. Medical Payments is primary and not contributing with any other insurance, even if that other insurance is also primary. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 1 of 6 The following is added: COVERAGE D. PRODUCT RECALL NOTIFICATION EXPENSES Insuring Agreement We will pay "product recall notification expenses" incurred by you for the withdrawal of your products, provided that: a. Such withdrawal is required because of a determination by you during the policy period, that the use or consumption of your products could result in "bodily injury" or "property damage'; and b. The "product recall notification expenses" are incurred and reported to us during the policy period. The most we will pay for "product recall notification expenses" during the policy period is $100,000. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B Item b. and d. are replaced with: b. The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including actual loss of earnings up to $500 a day because of time off from work. SECTION II -WHO IS AN INSURED Item 4. is replaced with: 4. Any subsidiaries, companies, corporations, firms, or organizations you acquire or form during the policy period over which you maintain a controlling interest of greater than 50% of the stock or assets, will qualify as a Named Insured if: a) you have the responsibility of placing insurance for such entity; and b) coverage for the entity is not otherwise more specifically provided; and c) the entity is incorporated or organized under the laws of the United States of America. However; coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the entity, or "personal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the entity. Coverage under this provision is afforded only until the end of the policy period, or the twelve (12) month anniversary of the policy inception date whichever is earlier. SECTION III - LIMITS OF INSURANCE Paragraph 2 is amended to include: The General Aggregate Limit of Insurance applies separately to each "location" owned by you, rented to you, or occupied by you with the permission of the owner. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 2 of 6 Paragraph 6. is replaced with the following: Subject to 5. above, the Fire Damage Limit is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner, arising out of any one fire, explosion or sprinkler leakage incident. The Fire Damage Limit provided by this policy shall be the greater of: a. $500,000. or b. The amount shown in the Declarations. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Item 2. a.is replaced with: 2. Duties In The Event of Occurrence, Offense, Claim or Suit a. You must promptly notify us. Your duty to promptly notify us is effective when any of your executive officers, partners, members, or legal representatives is aware of the "occurrence", offense, claim, or "suit". Knowledge of an "occurrence", offense, claim or "suit" by other employee(s) does not imply you also have such knowledge. To the extent possible, notice to us should include: 1) How, when and where the "occurrence" or offense took place; 2) The names and addresses of any injured persons and witnesses; and 3) The nature and location of any injury or damage arising out of the "occurrence", offense, claim or "suit". Item 4. b. 1) b) is replaced with: b. Excess Insurance 1) b) That is Fire, Explosion or Sprinkler Leakage insurance for premises while rented to you, temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner; or Item 6. is amended to include: 6. Representations d. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. Item 8. is replaced with: 8. Transfer of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 3 of 6 b. If required by a written "insured contract", we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under that written "insured contract" for that person or organization and included in the "products -completed operations hazard". Item 10. and Item 11. are added: 10. Cancellation Condition If we cancel this policy for any reason other than nonpayment of premium we will mail or deliver written notice of cancellation to the first Named Insured at least 60 days prior to the effective date of cancellation. 11. Liberalization If we adopt a change in our forms or rules which would broaden your coverage without an extra charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. SECTION V- DEFINITIONS The following definitions are added or changed: 9. "Insured contract" a. Is changed to: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, explosion or sprinkler leakage to premises while rented to you, or temporarily occupied by you with permission of the owner, or managed by you under a written agreement with the owner is not an "insured contract". 23 and 24 are added: 23. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 24. "Product recall notification expenses" means the reasonable additional expenses (including, but not limited to, cost of correspondence, newspaper and magazine advertising, radio or television announcements and transportation cost), necessarily incurred in arranging for the return of products, but excluding costs of the replacement products and the cash value of the damaged products. The following Provisions are also added to this Coverage Part: A. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy to provide insurance such as is afforded under this Coverage Part. Such person or organization is not entitled to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability arising out of: a. Your ongoing operations performed for that person or organization; or b. Premises or facilities owned or used by you. GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 4 of 6 With respect to provision 1.a. above, a person's or organization's status as an insured under this endorsement ends when your operations for that person or organization are completed. With respect to provision 1.b. above, a person's or organization's status as an insured under this endorsement ends when their contract or agreement with you for such premises or facilities ends. 2. This endorsement provision A. does not apply: a. Unless the written contract or agreement has been executed, or permit has been issued, prior to the "bodily injury", "property damage" or "personal and advertising injury"; b. To "bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, in the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project; c. To the rendering of or failure to render any professional services including, but not limited to, any professional architectural, engineering or surveying services such as: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities; d. To "bodily injury", "property damage" or "personal and advertising injury" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing; e. To any person or organization included as an insured under provision B. of this endorsement; f. To any person or organization included as an insured by a separate additional insured endorsement issued by us and made a part of this policy. B. ADDITIONAL INSURED — VENDORS Paragraph 2. under SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization (referred to below as "vendor") with whom you agreed, in a written contract or agreement to provide insurance such as is afforded under this policy, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; GECG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc. with its permission Page 5 of 6 d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. To "bodily injury" or "property damage" arising out of any act, error or omission that results from the additional insured's sole negligence or wrongdoing. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. G; CG 602 (09/04) Includes copyrighted material of Insurance Services Offices Inc th its permission Page 6 of 6 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax PNR Marketing Solutions dba Fun Flicks Outdoor Movie Screenings at City -Owned Public Parks Lauren Maxilom (Community Services) Forwarded Copy of Agreement to Contractor