1 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH SOUNDSKILZ, INC.
TO PROVIDE EVENT PLANNING COORDINATION SERVICES FOR CITY EVENTS
This Agreement is entered into effective as of January 9, 2024 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”), and Soundskilz, Inc., a California Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”), with reference to the following facts:
RECITALS
WHEREAS, the City regularly hosts events open to residents and visitors, including South Bay Earth Day, Starlight Parade and Festival, HarborFest, and others;
WHEREAS, the City has identified the need to enlist a qualified consultant to assist with event planning services in order to produce signature events for the City of Chula Vista that attract residents and visitors; and
WHEREAS, In order to procure these services and in accordance with Chula Vista Municipal Code Section 2.56.110 for “professional services,” a Request for Proposal (RFP P06-2024) was published. Three (3) proposals were received, staff evaluated the proposals, and selected Consultant as the most qualified amongst those submitting, in accordance with Chula Vista Municipal Code Section 2.56.110(C); and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordance with the time frames and the terms and conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
2 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’s Charter, codes, policies, procedures and ordinances governing procurement and purchasing authority, City may request Consultant provide additional services related to the Required Services (“Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, “Additional Services” shall also become “Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the need for Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work, Consultant shall obtain a business license from City.
1.9 Subcontractors. Prior to commencement of each event, as specified below in Exhibit A, Consultant shall submit for City’s information and approval a list of any and all subcontractors to be used by Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to
3 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
ensure that all subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant’s responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’s commencement of the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate Consultant in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in which the Required Services were performed for each event, or within thirty (30) days of completing event-specific milestones, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement.
All charges must be presented in a line item format with each task separately explained in reasonable detail.
Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Consultant must obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.
2.4 Retention Policy. City shall retain ten percent (10%) of the amount due for Required Services detailed on each invoice (the “holdback amount”). Upon City review and determination of Project Completion, the holdback amount will be issued to Consultant, within thirty (30) days.
2.5 Reimbursement of Costs. City may reimburse Consultant’s out-of-pocket costs incurred by Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A. Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket costs incurred by Consultant in the performance of the Required Services.
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 [Intentionally Omitted]
4 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
3. INSURANCE
3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference (the “Required Insurance”). The Required Insurance shall also comply with all other terms of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the State of California with a current A.M. Best’s rating of A V or better, or, if insurance is placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not under its policies. Any separate coverage for sub-consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be named as additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’s insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Consultant’s general liability coverage must be primary insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The words “will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the
5 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims-made form, the following requirements also apply:
a. The “Retro Date” must be shown, and must be before the date of this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement.
c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the work required by this Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to limit the Consultant’s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “Indemnified Parties”), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
6 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
4.3 Costs of Defense and Award. Included in Consultant’s obligations under this Section 4 is Consultant’s obligation to defend, at Consultant’s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. City agrees such approval will not be unreasonably withheld. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Consultant’s Obligations Not Limited or Modified. Consultant’s obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’s obligations under this Section 4 shall in no way limit, modify or excuse any of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’s obligations under this Section 4.
4.6 Survival. Consultant’s obligations under this Section 4 shall survive the termination of this Agreement.
5. FINANCIAL INTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700).
In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement (each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving fifteen (15) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default
7 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
prior to City’s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services.
Such Work Product shall be City’s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the Agreement and promptly deliver all “Work Product” (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first class mail directed to the individual and address listed under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any
8 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents (“Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall
9 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code §§ 1633.1 to 1633.17) as amended from time to time.
(End of page. Next page is signature page.)
10 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
SOUNDSKILZ, INC. CITY OF CHULA VISTA
BY:________________________________ BY: ________________________________ Stephen Clayton JOHN MCCANN
President MAYOR
ATTEST
BY: ________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY: _______________________________
Jill D.S.Maland
Lounsbery Ferguson Altona & Peak
Acting City Attorney
11 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Karen Schulman
276 Fourth Ave., Chula Vista, CA 91910
619-585-5626
[email protected]
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
[email protected]
B. Consultant Contract Administration:
SOUNDSKILZ, INC.
PO Box 891720, Temecula, CA 92589
951-712-9709
[email protected]
For Legal Notice Copy to:
ERESIDENTAGENT, Inc.
228 Park Ave S, PMB 50845, New York, NY 10003-1502 US
310-803-5844
[email protected] and [email protected]
Todd D. Donell
FedReceiver, Inc.
12121 Wilshire Boulevard, Suite 1120
Los Angeles, California 90025
310-496-8617
[email protected]
2. Required Services
A. General Description:
The Consultant will develop, manage, and implement a strategic plan to coordinate and manage all activities and logistics related to event vendors and production services for events including South Bay Earth Day, Starlight Parade and Festival, HarborFest, and any others for which the City may determine to use Consultant’s services, in City’s sole discretion.
B. Detailed Description:
Consultant will, for each planned event:
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Consultant Name: Soundskilz, Inc. Rev. 1/17/23
Prior to any specific event, conduct a review of prior event executions, to determine best practices and identify past execution challenges, including any potential liability issues or history of commercial disruption or complaints.
Conduct informal surveys and/or interviews with previous vendors, sponsors, City stakeholders, local Chamber of Commerce and tourism entities, or others, to gauge their direct experiences with prior local events and solicit recommendations for future improvement and measure community sentiment and awareness.
Analyze tourism trends, hotel/bed inventory, parking/transportation options and other key travel-based metrics to establish best practices to market, and program each event to maximize reach and draw. Establish a specific network of tourism/travel-related partners and assets that can be activated on a scalable basis to promote and service the event.
Develop and implement a strategic plan, including an initial pro forma to the City, built out with all expenses and potential revenue scenarios for the City’s review and approval, as required to execute the event as determined by the City. The plan shall include an initial site plan/layout and timeline for the event. Each of the elements – the budget, timeline, and site plan – must conform to City’s Expectation. Coordinate with City staff to prepare and manage event logistics, programming, and site plans and diagrams. This may include, but is not limited to, organizing street closures, conducting inspections of venue, obtaining insurance, permits, and licensing, and any other requirements identified by City staff as needed for each event. This work will involve holding regular staff meetings and individual departmental staff meetings, as set forth below in the Tentative Events matrix. Coordinate with City departments and state, county, and local agencies to secure traffic control plans, ensure public safety and/or fulfill other staffing requirements. City departments may include: Police, Fire, Development Services, Sustainability, Parks and Recreation, Public Works, City Manager/Administration, and Human Resources. External departments and agencies may include: the California Department of Alcoholic Beverage Control (if alcohol is to be sold), the County of San Diego, and others depending on event requirements.
Recommend any changes to the budget required to execute the event and develop sponsorship package ideas and strategies to meet budget goals.
Work with Mayor and/or Council members, City staff and other parties to conduct fundraising activities and secure sponsorships to support event activities as needed. This shall include, but is not limited to:
o Coordinating with the City to identify all appropriate City-owned advertising and sponsorship assets and clearing them for usage, including signage such as light poles, Out-of-home (OOH) locations, digital billboards, kiosk advertising, and activation opportunities such as experiential buildouts, concession exclusivity, venue naming rights, and ensuring the permit process is vetted and known for each specific use or case.
o Developing high quality print and digital sponsorship presentations and event-specific advertising materials to promote the event in coordination with any City marketing and communications campaigns.
Conduct outreach and coordinate with City staff to secure activities, food, craft, and other recommended vendors as needed.
Secure items (rentals and/or purchases) needed for event including as needed banners, signage, audio visual, lighting, stage(s), fencing, tenting, tables, chairs, umbrellas, generators, portable toilets, and hand washing stations. Consultant will be required to:
o Secure at least three cost proposals for any rentals, products, or services valued at over $10,000.
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o Secure all necessary insurance from every vendor, subcontractor, or other third-party retained for and/or participating at, each event, in accordance with any and all insurance requirements imposed by the City. Each form of insurance shall name City, its officers, officials, employees, agents, and volunteers as additional insureds with respect to any policy of general liability, automobile, or pollution insurance.
o In collaboration with the City, review all vendor and commercial rules and regulations, and establish appropriate licensing protocols for on-site event vendors to ensure compliance across all participants and activities.
o Develop service-specific RFPs and conduct competitive bid processes for vendors as needed.
Additionally, deploy sponsorship sales teams at local, regional, and national levels to pitch commercial partners in multiple markets.
Attend pre-event planning/kick-off meetings in-person or via teleconference. Attend any additional internal, merchant, community, and/or City meetings.
Conduct marketing, public relations, and media relations to promote the event in partnership with the City as needed and approved within the budget. This shall include:
o Developing new and/or expanded integrated marketing and public relations campaigns to simultaneously promote the event and the City to grow reach, commercial opportunities, and media coverage in partnership with the City. Special emphasis will be placed on digital media and technologies, regional media partners, influencer relationships (particularly local/regional talent) and strategic relationships with key brand partners.
o Analyzing existing City-owned digital/online assets and working with the City to integrate official event sites and social channels (and/or creating new channels) to streamline event functions and maximize data capture values and opportunities. This includes collecting data from websites, social media channels, participant, and vendor application processes, required document management, FAQs, ticketing functions (if necessary), and help desk (email) using Consultant’s standardized suite of platforms.
Coordinate event programming and talent selection in partnership with the City. Manage and conduct ticketing and credentials as needed. Manage ongoing planning and fulfillment of the event requirements up through the actual event date and post-event recap period.
Provide the City with a full post-event review, as well as a best practices report, media/PR recap with clips/content/statistics, and recommendations for the future and best practices.
Additional Scopes of Work for Specific Types of Events:
Community Event
Conduct outreach to secure event participants, including nonprofit organizations, food, arts and crafts, and other recommended event vendors.
Coordinate all programming including, but not limited to, performers, musicians, and other participants. Coordinate any food trucks, vendors, or other food options at the event, which may include participating restaurants, and wine, beer, and spirits vendors.
Collect and process all fees and security deposits including for vendors, as well as commercial and nonprofit booth rentals, or any other fees. These payments may be in the form of a check, credit card, or cash. Consultant will use funds collected to pay for expenses pre-approved by City of Chula Vista,
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including but not limited to advertising, printing, signage, audio visual, staging, rental items (tables, chairs, tents, etc.), portable toilets, or other items agreed to by the parties, based on funding availability.
Festival
Conduct outreach to secure event participants, including nonprofit organizations, food, arts and crafts, and other recommended event vendors.
Coordinate all programming including, but not limited to, performers, musicians, and other participants. Coordinate Food/Culinary and Wine/Beer/Spirits ticketed events including assisting with securing participating restaurants, and wine, beer, and spirits vendors. Maintain and update event website and social media promotion including via social media channels (e.g., Facebook, Instagram, TikTok, and X/Twitter).
Collect and process all fees and security deposits including for vendors, as well as commercial and nonprofit booth rentals, or any other fees. These payments may be in the form of a check, credit card, or cash. Consultant will use funds collected to pay for expenses pre-approved by City of Chula Vista, including but not limited to advertising, printing, signage, audio visual, staging, rental items (tables, chairs, tents, etc.), portable toilets, or other items agreed to by the parties, based on funding availability.
Starlight Parade
Develop and implement a strategic plan to coordinate all activities and logistics related to the Starlight Parade which include, but are not limited to, organizing parade entrants, performance stages, and holiday activities, creating an entrant database, hiring subcontractors, and paying invoices. Coordinate and work closely with the City of Chula Vista Special Events Coordinator and other City and Downtown Chula Vista Association staff to organize and manage parade and event logistics, activities, permits, insurance requirements, and other duties as needed. Develop and manage a production schedule and timeline of items and tasks required to execute a successful parade. Schedule a timeline to include appropriate parties’ responsibilities, outlining steps in pre-production, load-in of the event, the event and load-out of the event. Conduct outreach and coordinate with City staff on all programming to secure parade participants and units for the parade to include, but not limited to, marching bands and other musicians, entertainment, performers, community organizations, and other participants. Produce and coordinate parade entry form with guidelines and lead selection process. Create and update parade entry database with information including float descriptions (noting theme, size of vehicle, how many participants can fit, contact information as well as walking units). Create information and guidelines for day-of parade participants, volunteers, and any others. Conduct outreach to secure participants, including those related to activities, food, crafts, and other recommended festival vendors.
Maintain and update event website (www.starlightparade.com) and Starlight social media channels (e.g., Facebook, Instagram, TikTok, and X/Twitter).
Additional Scopes of Work for Specific Types of Functions:
Advertising & Promotions
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Collaborate and coordinate with City Communications team to implement promotion and publicity including, but not limited to, social media, advertising activities, in-kind radio sponsorship, web promotions, pre-event/event news coverage, and other value-added elements. Develop advertising recommendations and event program, conduct media buy, and secure radio sponsorships and value-added elements.
Coordinate with City Communications team and graphic designer to produce graphic designs and secure vendor(s) and payments for any printing and collateral materials including, but not limited to, event poster/flyer/postcard, advertising, signage, and banners. Hang promotional banners at select locations in and/or throughout City. Conduct appraisal of existing online assets, and rollout of websites and social media channels (e.g., Facebook, Instagram, TikTok, and X/Twitter) for events (if applicable). Create paid online media campaign per-event to attract authentic, segment-targeted audiences focusing on tourists/visitors, regional awareness and in key geo-targets for the City. Develop a content posting schedule led by our dedicated social manager, to include:
o Save The Date announcements
o Highlighting “greatest hits” content from prior year events (if applicable) o Influencer engagements and cross-posting
o Online polls and contests for the local community to raise awareness Assess City tourism marketing efforts and how to cross promote and amplify the campaign vis-à-vis specific events
Conduct appraisal of local radio, travel guide and CVB/Tourism agency assets/channels that can be used for promotion
Create local signage, flyer/poster, and print campaign resources Conduct direct outreach to all local businesses to pitch B2B vendor opportunities and advertising assets during the event (banners, signage, booths), and to create internal promotion incentives to secure storefront signage for event posters, email blasts to their customer databases, etc.
Food & Beverage
Recruit food vendors to set up during events and provide a wide-ranging culinary experience (when applicable, pursuant to City’s direction)
Ensure vendor onboarding protocols are met and provide onsite management to ensure 100% Health Code compliance at each event and any auditing for revenue management.
Production & Administrative Services
Maintain and operate a General Services Help Desk/Information booth for attendees staffed by full-time production team members and volunteer staff.
Work with local nonprofit organizations to determine opportunities for volunteer staff, discounted or free booth space and cross-promotional campaigns to promote messages and campaign drives.
Accounting
Consultant will pay upfront all fees, security deposits and expenses pre-approved by City of Chula Vista, including but not limited to those relating to advertising, printing, signage, audio visual, staging, rental items (tables, chairs, tents, etc.), portable toilets, or other items agreed to by the parties, from the
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approved event budget. City will advance funds (based on funding available) to cover event expenses pursuant to the budget disbursement schedule, set forth below. Consultant will provide a detailed accounting of all finances related to vendors, commercial and nonprofit booth rentals. In addition, Consultant will provide an itemized accounting of all expenses paid, including copies of invoices and cancelled checks. Any funds remaining on account with Consultant after payment of all event expenses will be remitted to City of Chula Vista. Consultant shall receive and account for sponsorships and donation funds when secured by Consultant.
Each sponsorship and donation shall be identified in a Reconciliation Report.
Deliverables
Draft and Final Strategic Plan for each event.
Event Planning Meeting Agendas and Progress Updates for each event – as requested by the City. Draft and Final Budget for each event.
Final Accounting Report to included paid invoices for each event. Final Reconciliation Report for each event.
Final Media and Marketing Report for each event.
17 City of Chula Vista Agreement No.: 2023-2731
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Tentative Events Matrix
South Bay Earth Day Tasks Due Dates
Kickoff meeting with project team By January
Present draft strategic plan including approved
budget and fundraising milestones
By January
Hold meetings at a frequency of at least bi-
monthly with City representatives February –
April
Bi-Monthly and as needed
Recap Meeting Within 30 Days Post Event
South Bay Earth Day Event Date Tentative Date: April 13, 2024 – Event dates for future years TBD
Starlight Parade & Festival Tasks Due Dates
Kickoff meeting with project team By March/April
Present draft strategic plan including approved
budget and fundraising milestones
By April/May
Hold meetings at a frequency at least monthly
with City representatives
March – October
Hold meetings at a frequency at least weekly
with City representatives
November – December
Recap Meeting Within 30 Days Post Event
Starlight Parade & Festival Date Tentative Date: December 1, 2024 – Event dates for future years TBD
HarborFest Tasks Due Dates
Kickoff meeting with project team By January
Present draft strategic plan including approved
budget and fundraising milestones
By February
Hold meetings at a frequency of at least monthly
with representatives April –June
Monthly
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Hold meetings at a frequency of at least weekly
with City representatives July – August
Weekly
Recap Meeting Within 30 Days Post Event
HarborFest Event Tentative Date: August 2025 – Event dates for future years TBD
Budget Disbursements: City and Consultant shall agree, in writing, to a final budget for each event, which should conform to the anticipated maximum budgets for each event type as discussed below in section 4(A). City may disburse funds to be utilized by Consultant to pay for event expenses upon the following schedule:
1st Disbursement: Due 30 days after approval of event budget – 50 % of approved event budget 2nd Disbursement: Due 15 days after receipt of projected day-of expenses – 50% of approved event budget 3rd Disbursement: Due 30 days after receipt of final event invoice, Accounting Report, and Reconciliation Report - approved amount necessary to satisfy final event invoice, if any.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin January 9, 2024 and end on January 30, 2029 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
☒ Event Management Fee Paid in Increments. As identified in section 2.B., above, for each event, City shall pay Consultant a fixed event management fee, comprised of the base management fee and base-plus management fee, where applicable. Additionally, City shall pay Consultant a proportionate amount of all revenue generated at each event at a fixed rate.
The calculation of each Event Management Fee shall be based upon the type of event for which Consultant provides the Required Services as defined herein. City and Consultant have agreed to define the types of events, wherein Consultant shall provide the services set forth below in Section 2.b, as follows:
(A) Smaller Community Events that include but are not limited to events such as Grand Opening, Ribbon Cutting/Groundbreaking, or events with an anticipated crowd of less than 1,000 people with an anticipated maximum budget of $25,000;
(B) Medium Sized Community Events such as Block Party, South Bay Earth Day, or events with an anticipated crowd of more than 1,000 people and less than 20,000 people with an anticipated maximum budget of $75,000;
(C) Large Sized Community Events such as Starlight Parade & Festival, or events with an anticipated crowd of more than 20,000 people or those events which are held over consecutive and/or multiple days with an anticipated maximum budget of $150,000.
Base Management Fee:
(A) Smaller Community Events: $5,000.00 base management fee; (B) Medium Sized Community Events $15,000.00 base management fee; (C) Large Sized Community Events: $30,000.00 base management fee.
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Base-Plus Management Fee:
In addition to the base management fee, City shall pay Consultant a base-plus management fee where the final costs exceed the anticipated maximum budget for the event type. The base-plus management fee shall equal to 20% of those amounts in excess of the anticipated maximum budget for each event.
☒ Share of Revenue Generation. Consultant shall be entitled to receive 30% of all revenue or income Consultant generates from corporate or event sponsorships, merchandise, food and beverage sales, event-participant registration fees, or any other revenue generated by the Consultant from the event.
B. Reimbursement of Costs
☒ Invoiced or agreed-upon amounts as follows:
Marketing/Advertising and Promotional Material - At invoiced amount Audio visual and lighting - At invoiced amount
Stage(s) - At invoiced amount
Signage - At invoiced amount
Power/Generators - At invoiced amount
Portable Restrooms and hand washing stations - At invoiced amounts Rentals (radios, golf carts, fencing, barricades, tenting, tables, chairs, umbrellas, etc.) - At invoiced amount Decorative Items - At invoiced amount
Entertainment - At invoiced amount
Photographer Services - At invoiced amount
Staffing and personnel-related Fees (i.e. Security, Personal assistants) – At invoiced amount Permits or licensing - At invoiced amount
Any additional items requested and approved by City of Chula Vista - At invoiced amounts
C. Payment Schedule
City and Consultant agree to adhere to the following payment schedule for each event subject to this Agreement:
1st Payment: Due 30 days prior to kickoff meeting with City project team – 50% of Base Management Fee 2nd Payment: Due 30 days after receipt of final event invoice, Accounting Report, and Reconciliation Report – 50% Base Management Fee; 100% Base-Plus Fee, where applicable, and Revenue-generation fee, where applicable.
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed through January 30, 2029 (Event Management Fee and Cost Reimbursements) shall not exceed $500,000 in consultant fees and an additional $2,000,000 for approved event expenses.
5. Special Provisions:
☒ Permitted Sub-Consultants: With City’s prior approval
☐ Security for Performance: None
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☒ Other: Consultant and City to develop and approve expense budget for all direct costs for each event production included in Section 4.B. or other items agreed to by the parties. The City will advance funds to Consultant to pay approved day-of expenses based on funding availability. Consultant must provide an invoice for projected day-of expenses at least 20 days in advance of each event date.
City staff will endeavor to secure sponsorship and donations when applicable. City will receive and process all City obtained sponsorships and donations; these funds will not be subject to the revenue split identified in Section 4 Above.
Consultant shall provide a full and detailed accounting of all payments received and expenses paid within 60 days of the event date. The accounting shall include an itemized accounting of all expenses paid, including copies of invoices, receipts, and, when requested by the City, cancelled checks. Any funds remaining on account with Consultant after payment of all event expenses will be remitted to the City. Following receipt of final event invoice, City will pay Consultant any funds still owed (as referenced in Section 4.C.).
Consultant must solicit and obtain a minimum of three (3) bids for services that are in excess of Ten Thousand Dollars $10,000.
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EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Type of Insurance Minimum Amount Form
☒ General Liability:
Including products and
completed operations,
personal and
advertising injury
$2,000,000 per occurrence for
bodily injury, personal injury
(including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separately to this Agreement or the
general aggregate limit must be
twice the required occurrence limit
Additional Insured Endorsement or
Blanket AI Endorsement for City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
*Must be primary and must not
exclude Products/Completed
Operations
☒ Automobile Liability $1,000,000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
☒ Workers’
Compensation
Employer’s Liability
$1,000,000 each accident
$1,000,000 disease policy limit
$1,000,000 disease each employee
Waiver of Recovery Endorsement
☒ Professional Liability
(Errors & Omissions)
$1,000,000 each occurrence
$2,000,000 aggregate
Other Negotiated Insurance Terms: NONE
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EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act1 and the Chula Vista Conflict of Interest Code2 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statement of Economic Interests form (Form 700). Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements.3
☒ A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED4 from disclosure. ☐ B. Consultant NOT a corporation or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES (Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict-of-interest-code.)
Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and complete
separately for each individual
Enter email address(es) ☐ A. Full Disclosure
☐ B. Limited Disclosure (select one or more of
the categories under which the consultant shall file):
☐ 1. ☐ 2. ☐ 3. ☐ 4. ☐ 5. ☐ 6. ☐ 7.
Justification:
☒ C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the consultant’s requirement to comply with the disclosure requirements set forth in the Code.
1 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234, et seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4th 261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not include corporation or limited liability company).
23 City of Chula Vista Agreement No.: 2023-2731
Consultant Name: Soundskilz, Inc. Rev. 1/17/23
Completed by: Karen Schulman