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HomeMy WebLinkAbout2018 CON Tallal, Inc. dba Commcinema - Audio Visual Equipment Services - San Diego Summer Movies in the ParkSHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TALLAL, INC. D.B.A. "COMMCINEMA" THIS AGREEMENT is entered into this 5th day of June, 2018, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and TALLAL, INC., D.B.A. "COMMCINEMA", a Texas 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 inflatable screen and all other audio visual equipment and labor required for five (5) outdoor movie screenings to be held at CITY -owned public parks as part of the San Diego Summer Movies in the Park series. The movie screening for the movies listed below shall begin at dusk (or as soon thereafter as agreed upon by the PARTIES) on the following dates and locations, unless otherwise agreed upon by the PARTIES: a) June 8, 2018 — "Despicable Me 3" b) July 7, 2018 "The Lion King" c) August 7, 2018 — "Zootopia" d) August 17, 2018 — "A Wrinkle in Time" e) September 8, 2018 — "Coco" 2. Length of Agreement. The duration of this Agreement is from the date of execution through September 8, 2018. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed an annual cost of $2,275 ($455 per screening). 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. A. CITY may terminate this Agreement at any time by providing five (5) day's written notice to CONTRACTOR. In the event of such termination, CITY agrees to pay one-half of the fee due for screenings not yet provided. If twelve hours before a scheduled screening, the CITY determines that severe weather or a Force Majeure event described in Section 11(A) threatens or prevents any screening from taking place as planned, CITY may cancel the screening and shall pay one-half of the fee due for the cancelled screening. In such event, the CONTRACTOR shall reschedule the cancelled screening as described in Section 11(A). 10. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 11. Miscellaneous Provisions. A. Force Majeure. If CONTRACTOR shall be unable to carry out any part of its obligations under this Agreement due to causes beyond its control ("Force Majeure"), including but not limited to an act of God, high winds, inclement weather, thunderstorms, strikes, lockouts or other industrial disturbances, acts of public enemies, acts of terrorism, orders or restraints of any kind of the government of the United States or any state or any of their departments agencies or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot, sudden action of the elements, fire, explosion, flood, earthquake, storms, drought, landslide, or explosion or nuclear emergency, utility power outage, this Agreement shall remain in effect but the CONTRACTOR'S obligations regarding the affected screening shall be suspended for a period equal to the disabling circumstances, provided that: 1) the CONTRACTOR gives the CITY prompt written notice describing the particulars of the Force Majeure, including but not limited to the nature of the occurrence; 2) the CITY may, in its sole discretion, elect to reschedule a screening cancelled pursuant to Section 5 to another mutually agreed upon date before October 31, 2018; and 3) if CITY directs CONTRACTOR to reschedule any screening cancelled pursuant to Section 5, CITY shall pay CONTRACTOR $445 for each screening that is rescheduled. B. 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. C. 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. D. 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. E. 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. F. 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. G. 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. H. 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. Page 4 of 6 City of National City and Tallal, Inc. DBA CommCinema IN WITNESS WHEREOF, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY Leslie Deese, City Manager APPROVED AS TO FORM: Angil P. Morris Jones City Attorney By: Roberto M. Contreras Deputy City Attorney 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: Acting Community Services Director Dep.: Community Services Email: adenham@nationalcityca.gov TALLAL, INC. a Texas corporation D.B.A. "COMMCINEMA" (Signatures of two corporate olcers required) By: CXi (Name) (Print) (Title) By: (Name) (Print) (Title) TALLAL INC. (DBA COMMCINEMA) 31510 Anacapa View Drive Malibu, CA 90265 Phone: (310) 589- 0223 Fax: N/A Contact: Scott Tallal Title: President Email: scott@commcinema.com Taxpayer I.D. No.: 752517055 Page 6 of 6 City of National City and Tallal, Inc. DBA CommCinema I. 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. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Subcontractors or Subcontractors. 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. L. 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.) Page 5 of 6 City of National City and Tallal, Inc. DBA CommCinema ACO OR Policy NumberNN649637 Date Entered:06/05/2018 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 6/5/2018 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 have ADDITIONAL INSURED provisions or 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 B.W. Baker Insurance Inc. 29169 Heathercliff #210 Malibu, CA 90265 INSURED Tallal, Inc. Commc i nema 31510 Anacapa View Dr Malibu, CA 90265 CONTACT NAME: Sara Toone PHONE IA/C No ExtI: (310)457-5092 E-MAIL ADDRESS' INSURERIS) AFFORDING COVERAGE FAX (A/C, (310)457-6225 NAIC ! INSURER A : Nautilus Insurance 17370 INSURER B:United States Liability Insurance Co25895 INSURER C : Farmers Insurance Exchange 21628 INSURER D: INSURER E : INSURER F COVERAGES CERTIFICATE 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 INSD SUBR WVD POLICY NUMBER POLICY EFF JMMIDDIYYYYI POLICY EXP (MMIDDIYYYYI LIMITS A XCOMMERCIAL GENERAL LIABILITY X NN916647 5/19/2018 5/19/2019 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100, 000 Xded $500 MEDEXP (Any one person) $ 5, 000 PERSONAL BADV INJURY $ 1, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2, 000, 000 PRODUCTS - COMP/OP AGG $ 2,000,000000 S (,'' AUTOMOBILE _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X 168088922BODILY O,f/01/2018 04/01/2019 COMBINED SINGLE LIMIT (Ea accident) S BODILY INJURY (Per person) 5250,000 INJURY Per accident ( ) § 5000,000 PROPERTY DAMAGE (Per accident) $ Deductible s1,000 C X UMBRELLA LIAR EXCESS LIAB XOCCUR CLAIMS -MADE X 603358608 10/21/2017 10/21/2018 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED RETENTION $ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 1,1 N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? I I (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA EXEMPT PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B SCHEDULED/UNSCHEDULED ARTICLES X CI 1550300E 7/31/2017 7/31/2018 ACV $227,325.00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached 8 more space is required) **** *30 Day notice of cancelation / 10 days notice of cancelation for non pay will be sent to additional insured ***** Taila!, Inc is an owner operated business and does not have any employees therefore is exempt from workers compensation insurance. Certificate holder is named as additional insured: 'The City and its officers, agents, employees, and volunteers named as additional insureds. CERTIFICATE HOLDER CANCELLATION City of National City ATTN: Risk Manager 1243 National City Blvd National City, CA 91950-4397 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 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Produced using Forms Boss Plus software. www.FormsBoss.com; Impressive Publishing 800-208-1977 POLICY NUMBER; NN916647 COMMERCIAL GENERAL LIABILITY Tallal, Inc DBA 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 Project: Movies in the Park Name of Person or Organization: City of National City ATTN: Risk Manager 1243 National City Blvd National City, CA 91950-4397 (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 II) 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 performed for that insured. Coverage provided to additional Insured's under this endorsement is primary and other insurance maintained by the additional insured's is deemed to be excess and shall not contribute with this insurance. Additional Insured Endorsement: "The CITY and its officers, agents, employees, and volunteers.". CG 20 10 11 85 Copyright, Insurance Services Offices, Inc., 1992 p\1\\\\romp„., ... .,. unitn////i ALCIT CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk DICK MILLER, INC. Notice of Completion Plaza Blvd. Widening — "N" Ave. to 1-805 CIP No. 16-01 Audrey Denham (Community Services) forwarded an original duplicate Agreement to Tallal, Inc.