ORIGINALcz
lAaP'`
AGREEMENT
THIS AGREEMENT, dated for purposes of identification only this /7 day of G,+0 60e-1'2023, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
BELL EVENT SERVICES, a California corporation,
hereinafter referred to as "CONTRACTOR."
WITNESSETH:
WHEREAS, ANAHEIM desires to employ a sound and lighting technician to provide sound equipment and related services for events to be held at City-owned facilities; and WHEREAS, CONTRACTOR represents it is qualified to provide such sound equipment and related services, and is willing to do so under the terms and conditions set forth herein.
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE FOLLOWING
PROMISES, COVENANTS AND CONDITIONS, THE PARTIES HERETO AGREE AS FOLLOWS:
1. SCOPE OF SERVICES
A. CONTRACTOR shall, as requested by ANAHEIM, set up and provide sound equipment for events to be held at City-owned facilities.
B. ANAHEIM will provide reasonable notice to CONTRACTOR of the event's location, date and time at which CONTRACTOR' s services will be rendered.
C. CONTRACTOR will advance all performances for events held at City- owned facilities. Performers will determine the sound and lighting requirements for their specific event. CONTRACTOR shall communicate with performers regarding any sound level limits, time limits and equipment capability limits prior to the event.
D. Unless otherwise provided herein, CONTRACTOR shall arrive at the event in sufficient time to enable it to set up the sound equipment and perform a sound check at least one and one-half (1-V2) hours prior to the start of the event.
E. CONTRACTOR shall use ANAHEIM's equipment in the performance of services pursuant to this Agreement, and shall be responsible for all care and maintenance of such equipment. In the event additional equipment is needed that is not available through ANAHEIM, CONTRACTOR shall, at ANAHEIM's request, provide such equipment and the parties shall mutually agree upon a reasonable fee to be paid by Rentee for such equipment.
F. CONTRACTOR' s crew members assigned to perform services pursuant to this Agreement shall:
i) be regular employees of CONTRACTOR;
ii) wear black Bell Event Services polo style shirts, black pants and black closed-toe footwear;
iii) be neatly groomed within family entertainment standards; and iv) conduct themselves in a courteous, professional manner.
2. TERM
The term of this Agreement shall commence on June 16, 2023 and shall terminate on June 15, 2024, unless terminated sooner as hereinafter provided ("Initial Term"). The Director of Community Services is hereby authorized to renew this Agreement upon the same terms and conditions for no more than five (5) additional one year terms after the Initial Term ("Renewal Term"), unless CONTRACTOR provides written notice of termination no less than thirty (30) days prior to completion of the term in progress (hereinafter the phrases "Initial Term" and "Renewal Term," if any, shall be collectively referred to as the "Term").
3. COMPENSATION
For non-City produced events, ANAHEIM shall compensate CONTRACTOR for services rendered pursuant to this Agreement in accordance with the hourly rate schedule provided in Exhibit "A," attached hereto and incorporated herein by reference. 2 If the time frame for an event extends beyond eight (8) hours and up to twelve (12) hours, ANAHEIM will be billed Ninety and 00/100 Dollars ($90.00) per hour of overtime for Production Manager. If the time frame for an event extends past twelve (12) hours, ANAHEIM will be billed One Hundred Thirty-Five and 00/100 Dollars ($135.00) per hour of double time for Production Manager. Each event billed will include a Show Advancement fee of Fifty and 00/100 Dollars ($50.00). A monthly management fee of Five Hundred and 00/100 Dollars ($500.00) will also be billed.
ANAHEIM agrees to pay CONTRACTOR for services rendered within thirty (30) days of CONTRACTOR' s submission of an invoice describing such services. The parties hereto agree that in no event shall the total compensation paid pursuant to this Agreement, including any fees for sound equipment, exceed the sum of Forty-Five Thousand Dollars ($45,000.00).
All pre-season system maintenance and restore as well as post-season system strike will be billed at an hourly rate of Sixty-Two and 50/100 Dollars and ($62.50) per crew member and the call will not go beyond an eight (8) hour shift per day as needed.
In the event of cancellation of an event the following shall apply:
a. If notice of cancellation of an event is received by CONTRACTOR within seven (7) days or less of the occurrence of the event, CONTRACTOR shall be paid an amount of 4 hours per crew member, per day, for the length of the event which was cancelled.
b. If notice of cancellation of an event is received by CONTRACTOR within forty-eight (48) hours or less of the occurrence of the event, CONTRACTOR shall be paid an amount of 6 hours per crew member, per day, for the length of the event which was cancelled.
c. If notice of cancellation of an event is received by CONTRACTOR within twenty-four (24) hours or less of the occurrence of the event, CONTRACTOR shall be paid the full amount due per crew member, per day, for the length of the event which was cancelled.
4. INDEPENDENT CONTRACTOR
CONTRACTOR is at all times an independent contractor pursuant to this Agreement and shall not, in any way, be considered to be an officer, agent or employee of ANAHEIM.
3 5. INDEMNIFICATION
CONTRACTOR agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONTRACTOR or any SUB-AGENT in the performance of professional services under this Agreement.
As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as "Claims"), arising out of or in connection with CONTRACTOR'S (or CONTRACTOR'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
6. INSURANCE
Without limiting ANAHEIM'S right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers' Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury.
4 Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONTRACTOR'S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self- insured retention of more than $10,000 per occurrence, provided that such deductible or self- insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Commercial Automobile Liability Coverage including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM' s Risk Manager prior to the inception of the final Agreement.
CONTRACTOR agrees that this insurance shall not be voluntarily cancelled by CONTRACTOR or limited in scope or coverage by CONTRACTOR until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement, except for Workers' Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
"It is agreed that any insurance maintained by CONTRACTOR pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim."
"The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim." 5 Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M Best's rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) that become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof;
Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR'S failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that an CONTRACTOR may be held responsible for payments of damages to persons or 6 property resulting from CONTRACTOR'S, (or CONTRACTOR'S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.
In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure (i) that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agreement (except for firms that are not performing professional services—such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM'S Risk Manager is hereby authorized to amend the requirements set forth herein in the event that such reduction is in ANAHEIM'S best interest.
7. ENTIRE AGREEMENT
This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations, or written agreements, which may have been entered into between the parties. No modifications or revisions shall be of any force or effect, unless the same is in writing, and executed by the parties hereto.
8. ASSIGNMENT
Neither CONTRACTOR nor ANAHEIM may assign or transfer this Agreement, or any part thereof, without the written consent of the other party.
9. NOTICES
Any notice or demand required or permitted to be given by the terms of this Agreement, or by any law or statute may be given by ANAHEIM by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to CONTRACTOR at CONTRACTOR's address or any new address provided by CONTRACTOR in writing to ANAHEIM. Service of 7 said notice or demand on CONTRACTOR shall be complete five (5) days after deposit of said notice or demand in the mail.
Any notice or demand required or permitted by the terms of this Agreement or by any law or statute may be given by CONTRACTOR by delivering said notice or demand to ANAHEIM at: 200 South Anaheim Boulevard, Anaheim, California 92805. Attention: City Clerk. Service of said notice or demand shall be complete when received at the office of the City Clerk.
Notices and communication concerning this Agreement shall be sent to the following addresses:
ANAHEIM
City of Anaheim
Attention: City Clerk
200 S. Anaheim Blvd.
Anaheim, CA 92805
Office (714) 765-5166
FAX (714) 765-4105
with a copy to:
Director of Community Services
200 S. Anaheim Blvd.
Anaheim, CA 92805
Office (714) 765-5191
FAX (714) 765-5223
CONTRACTOR
Bell Event Services
Attn: Michael Bell, CEO
531 Main Street, #228
El Segundo, CA 90245
Office (310) 349-0743
email: [email protected]
10. TERMINATION
Either ANAHEIM or CONTRACTOR may terminate this Agreement upon giving the other party at least thirty (30) days' prior written notice.
11. AUTHORITY AND EFFECTIVE DATE
CONTRACTOR and CONTRACTOR'S signators represent that the signators hold the positions set forth below their signatures and that the signators are authorized to execute this Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
The effective date of this Agreement shall be June 16, 2023. 8 ATTEST:
lerk iota 23
"ANAHEIM"
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
Date of Execution CITY OF ANAHEIM
a municipal corporation
Date of Execution BELL EVENT SERVICES,
a California corporation
72-z41, 49:Lf7t
Printed Name /4/ c : 4'5" f
Title C
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Dated:
By:
City Atto e
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149497.2/bmorley
9 City of Anaheim.
R" 390' U 1
gr4 COMMUNITY SERVICES DEPARTMENT
Recreation, Human & Neighborhood Services Division
itfit
May 14, 2024
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Bell Event Services
Attn: Michael Bell, CEO
531 Main Street, # 228
El Segundo, California 90245
RE: EXTENSION OF AGREEMENT
Dear Mr. Bell
Pursuant to Section 2 of the Agreement between Bell Event Services and City of Anaheim (" Anaheim") for sound and lighting technician services for events at City- owned facilities dated October 19, 2023 (" Agreement"), Anaheim hereby exercisesits option to extend the Agreement for an additional one( 1) year effective June 15,2024.
The expiration date of this Agreement is now June 15, 2025. Except as otherwise stated herein, all other terms and conditions of the Agreement remain unchanged and in full force and effect.
In recognition thereof, please sign this letter where indicated, asyour acceptanceof this renewal term, and return one original ( 1) to the City of Anaheim. We are looking forward to continuing our partnership. Pleasecontact Arturo Varela at( 714) 765-5250 if there are questions concerning this matter.
Sincerely, Agreed and Accepted:
CITY OF ANAHEIM Bell Event Services
By:
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vvvvoTt, (`""' " By: 7/ iZr
Sjrson- Cash
Director of Community Services
Dated: - 1 - 214 Dated: _ CT` 2 / - 2
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: Dated: (- Q.. I ?/`-(
B orle y A.1EIM C
Dep City Att P •.' t,
152006 04 / O..
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ATTEST. F -. lad
200 S. Anaheim Blvd., Suite 433 r! R r-
ik
Anaheim. CA 92805
TEL
FAX (
714) 765- 5291
City 1lI -f-
FAX ( 714) 765- 5223 Theresa Bass, Clerk
Iwww. anaheim. net
Aar- 4L561o• I
FJRSTAMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT, dated for purposes of rt
identification only this at day of J U r\ 0- 2024 is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as " CITY,"
A
N
D
BELL EVENT SERVICES, a California corporation,
hereinafter referred to as " CONTRACTOR."
WITNESSETH:
WHEREAS, the parties have previously entered into a written agreement datedOctober 19,2023 for CONTRACTOR for soundand lighting technician at City- owned facilities ( hereinafter, the " Agreement"); and
WHEREAS, the parties wish to amend the Agreement to increase the compensation.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE
MUTUAL PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. The third paragraph of Section 3 (" Compensation") of the Agreement is hereby amendedin its entirety to read as follows:
ANAHEIM agrees to pay CONTRACTOR for services rendered within thirty( 30) days of CONTRACTOR' s submission of an invoice describing such services. The parties hereto agree that in no event shall the total, compensation paid pursuant to this Agreement, including any fees for sound equipment, exceed the sum of Ninety Thousand Dollars ($ 90, 000. 00)."
1 2. Except as expresslyamendedhereby, all the remaining provisions of the Agreement, as amended, shall remain in full force and effect.
3. CONTRACTOR and CONTRACTOR' s signators represent that the signators hold the positionssetforth belowtheir signaturesandthat the signatorsareauthorizedto execute this First Amendment to Agreement on behalf of CONTRACTOR and to bind CONTRACTOR hereto.
4. This First Amendment to the Agreement shall be effective on the date on which this Agreement is executedby CITY.
SignaturesAppear on Following Page]
2 IN WITNESS WHEREOF, the parties hereto have causedthis First Amendment to Agreement to be executed on the dateshereinafter respectively set forth.
CITY OF ANAHEIM,
a municipal corporation
DAT OF XECUT O :
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BY
1- m Van- de .• ol, City anager ANElmof
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2 ATTES e,; it/' r ..,
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CITY"
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BELL EVENT SERVICES, a California
corporation
DATE OF EXECUTION: By 2 ‘/ &'(
Printed Name / I c 4< It: /
Title C /% 0
CONTRACTOR"
APPROVED AS TO FORM:
ROBERT FABELA, CITY TTORNEY
By
B r
Deput C ty Attorney
Date q ...1.-A"--"\,V1(
152172
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