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HomeMy WebLinkAbout2017 CON Super Birthday Inc - Mini Train for Kimball Park EventSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SUPER BIRTHDAY, INC. THIS AGREEMENT is entered into this 30th day of November, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and SUPER BIRTHDAY, INC., a California corporation (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 a mini train in Kimball Park on Friday, December 8, 2017 and Saturday, December 9, 2017 for A Kimball Holiday Event, as outlined in attached proposal, Exhibit "A" and "B". 2. Length of Agreement. The duration of this Agreement is from December 8, 2017 through December 9, 2017. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one-time cost of $2,125.00. The compensation for CONTRACTOR'S work shall be based upon and not exceed the rates given in Exhibit "A" and "B" without prior written authorization from CITY. 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's 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"). The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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. 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's Risk Manager, at the address listed in subsection G below, 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, employees, and volunteers as additional insureds, and separate additional insured endorsements shall be provided. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H. 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. I. Insurance shall be written with only insurers authorized to conduct business in California which hold a current policy holder's alphabetic and financial size category rating of not less than A:VII according to the current Best's Key Rating Guide, or a company of 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. J. 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. K. All deductibles and self -insured retentions in excess of $ 1 0,000 must be disclosed to and approved by the CITY. Standard Short Form Agreement Page 2 of 6 City of National City and Revised August 2017 Super Birthday, Inc. L. If the CONTRACTOR maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY requires and shall be entitled to the broader coverage or higher limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. 8. Indemnification and Hold Harmless. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 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. To the extent any exhibits, schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement will control. 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. Standard Short Form Agreement Page 3 of 6 City of National City and Revised August 2017 Super Birthday, Inc. 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. Subcontractors or Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. K. 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. [Signature Page to Follow] Standard Short Form Agreement Page 4 of 6 City of National City and Revised August 2017 Super Birthday, Inc. IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY B %LL Leslie Deese, City Manager APPROVED AS TO FORM: By: Angil P. Morris Jones City Attorney SUPER BIRTHDAY, INC. (Signatures of two corporate officers required) By: (Print) (Title) By: (Name) 5JJ A/A 44 (Print) (Title) Standard Short Fonn Agreement Page 5 of 6 City of National City and Revised August 2017 Super Birthday, Inc. CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 336-4243 Fax: (619) 336-4292 Contact: Audrey Denham Title: Recreation Superintendent Dep.: Community Services Email: adenham@nationalcityca.gov Standard Short Form Agreement SUPER BIRTHDAY, INC. 1941 California Ave. #77591 Corona, CA 92877 Phone: (714) 404- 1894 Fax: Contact: Jesse Nava Title: Owner Email: miniexpress@gmail.com Taxpayer I.D. No.: 46-5170756 Page 6 of 6 City of National City and Revised August 2017 Super Birthday, Inc. MI Bill To: CITY OF NATIONAL CITY Shannon Bullock 140 E. 12th Street National City, CA 91950 Phone: (619)336-4352 Deliver To: 140 E. 12th Street National City, CA 91950 Super Birthday, Inc. 1941 California Ave # 77591, Corona, CA 92877 Phone: 714-404-1894 EXHIBIT A MVO ICE Invoice #: 17374 Created On: Aug 22, 2017 Start Date: Dec 08, 2017 (Fri) End Date: Dec 08, 2017 (Fri) 4:00 pm 8:00 pm DESCRIPTION QUANTITY OF ITEMS PRICE PER ITEM TOTAL PRICE Mini Express Train 1 $650.00 $650.00 Order Subtotal: Delivery Charge: TOTAL: Amount Paid: Balance Due: THANK YOU FOR YOUR BUSINESS! $650.00 $100.00 $750.00 $0.00 $750.00 Bill To: CITY OF NATIONAL CITY Shannon Bullock 140 E. 12th Street National City, CA 91950 Phone: (619)336-4352 Deliver To: 140 E. 12th Street National City, CA 91950 Super Birthday, Inc. 1941 California Ave # 77591, Corona, CA 92877 Phone: 714-404-1894 EXHIBIT B INVOICE Invoice #: 17375 Created On: Aug 22, 2017 Start Date: Dec 09, 2017 (Sat) 11:00 am End Date: Dec 09, 2017 (Sat) 8:00 pm DESCRIPTION QUANTITY OF ITEMS PRICE PER ITEM TOTAL PRICE P Mini Express Train 1 $1,275.00 $1,275.00 Order Subtotal: Delivery Charge: TOTAL: Amount Paid: Balance Due: THANK YOU FOR YOUR BUSINESS! $1,275.00 $100.00 $1,375.00 $0.00 $1,375.00 CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 Michael R. Dalla, CMC - City Clerk SUPER BIRTHDAY, INC. Short Form Services Agreement Mini Train Kimball Holiday Event Audrey Denham (Community Services) Forwarded Copy of Agreement to Super Birthday, Inc.