2022-23 Box of Kittens - Video Production ServicesMEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
August 22, 2022
Jon McMillen, City Manager
Marcie Graham, Marketing Manager
Box of Kittens Agreement for Fiscal Year 2022/23 Re: Video Production
✔
✔
✔101-1001-60137
✔8/27/2022 6/30/2023
✔6,000
✔
Laurie McGinley 8/23/2022
✔LIC-769779 12/1/2022
✔
CITY OF LA QUINTA
SHORT-FORM SERVICES AGREEMENT
($25,000 OR LESS)
1. PARTIES AND DATE . This Agreement is made and entered into this 19 day of August,
2022, (“Effective Date”) by and between the City of La Quinta, a Municipal Corporation and
Charter City organized under the Constitution and laws of the State of California with its
principal place of business at 78495 Calle Tampico, La Quinta, CA (“City”) and Box of
Kittens, a California Limited Liability Corporation with its principal place of business at 30
Clancy Lane Estates, Rancho Mirage, CA 92270 (“Vendor”). City and Vendor are sometimes
individually referred to as “Party” and collectively as “Parties” in this Agreement.
2. TERMS AND CONDITIONS. The Parties shall comply with the terms and conditions in the
attached Exhibit “A.”
3. SCOPE AND SCHEDULE OF SERVICES. Vendor shall provide to City the services pursuant
to the date(s) and schedule(s) described in accordance with the schedule set forth in
Exhibit “B.”
4. TERM. The term of this Agreement shall be from August 19, 2022 to June 30, 2023,
unless earlier terminated as set forth in the attached Terms and Conditions. This
Agreement may not extend beyond a period of five (5) years, unless under the City’s Fiscal
Policies and Procedures this Agreement is exempt from the five (5) year limitation.
5. COMPENSATION. Vendor shall receive compensation for services rendered under this
Agreement at the rates and schedule set forth in the attached Exhibit “C” but in no event
shall Vendor’s compensation exceed Six Thousand Dollars ($6,000) per fiscal year (July 1 to
June 30) without written amendment.
6. FORCE MAJEURE. The time period specified for performance of the services rendered
pursuant to this Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Vendor including, but not
restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency
other than City, and unusually severe weather, if Vendor shall within ten (10) days of the
commencement of such delay notify the City in writing of the causes of the delay. The City
shall ascertain the facts and the extent of delay and extend the time for performing the
Services for the period of the forced delay when and if in their judgment such delay is
justified, and the City’s determination shall be final and conclusive upon the parties to this
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Agreement. Extensions to time periods for performance of services, which are determined
by the City to be justified pursuant to this Section, shall not entitle the Vendor to additional
compensation unless City expressly agrees to an increase in writing.
7. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, and such counterparts shall constitute one and the same
instrument.
8. INSURANCE. In accordance with Section 4 of Exhibit “A,” Vendor shall, at its expense,
procure and maintain for the duration of the Agreement such insurance policies as checked
below and provide proof of such insurance policies to the City. Vendor shall obtain
policy endorsements on Commercial General Liability Insurance that name
Additional Insureds as follows: The City of La Quinta, its officers, officials,
employees and agents.
Commercial General Liability Insurance:
$1,000,000 per occurrence/$2,000,000 aggregate OR
$2,000,000 per occurrence/$4,000,000 aggregate
Additional Insured Endorsement naming City of La Quinta
Primary and Non-Contributory Endorsement
Automobile Liability:
$1,000,000 combined single limit for bodily injury and property damage
Auto Liability Additional Insured
Workers’ Compensation:
Statutory Limits / Employer’s Liability $1,000,000 per accident or disease
Workers’ Compensation Endorsement with Waiver of Subrogation
Workers’ Compensation Declaration of Sole Proprietorship
Professional Liability (Errors and Omissions):
Errors and Omissions liability insurance with a limit of not less than
$1,000,000
per claim
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EXHIBIT “A”
TERMS AND CONDITIONS
A- 1
1. Compensation. Vendor shall be paid on a
time and materials or lump sum basis, as may
be set forth in Exhibit “C”, within 30 days of
completion of the Work and approval by the
City.
2. Compliance with Law. Vendor shall comply
with all applicable laws and regulations of the
federal, state and local government. Vendor
shall assist the City, as requested, in obtaining
and maintaining all permits required of Vendor
by Federal, State and local regulatory
agencies. Vendor is responsible for all costs of
clean up and/or removal of hazardous and
toxic substances spilled as a result of his or her
Work. In explanation of the forgoing and not
by way of limitation, Vendor shall comply with
any Federal, State, and local laws, regulations,
orders, and guidelines relating to the work
provided by the Vendor during the COVID-19
state of emergency declared by the Governor
of California and City of La Quinta. Such
Federal, State, and local laws, regulations,
orders, and guidelines include but are not
limited to: Executive Orders from the Governor
of California and orders and guidance issued
from the California Department of Public Health
(DPH); Orders from the Riverside County
Public Health Officer; and Emergency
Resolutions and Executive Orders from the City
Council and City Manager, respectively, for the
City of La Quinta.
3. Standard of Care. The Vendor shall
perform the Work in accordance with generally
accepted professional practices and principles
and in a manner consistent with the level of
care and skill ordinarily exercised by members
of the profession practicing under similar
conditions.
4. Insurance. The Vendor shall take out and
maintain, during the performance of all work
under this Agreement: A. Commercial General
Liability Insurance in the amounts specified in
Section 8 of the Agreement for bodily injury,
personal injury and property damage, at least
as broad as Insurance Services Office
Commercial General Liability coverage
(Occurrence Form CG 0001), and if no amount
is selected in Section 8 of the Agreement, the
amounts shall be $1,000,000 per occurrence/
$2,000,000 aggregate; B. Automobile Liability
Insurance for bodily injury and property
damage including coverage for owned, non-
owned and hired vehicles, of at least
$1,000,000 per accident for bodily injury and
property damage, at least as broad as
Insurance Services Office Form Number CA
0001 (ed. 6/92) covering automobile liability,
Code 1 (any auto); C. Workers’ Compensation
in compliance with applicable statutory
requirements and Employer's Liability
Coverage of at least $1,000,000 per accident
or disease. Vendor shall also submit to City a
waiver of subrogation endorsement in favor of
city, and D. Professional Liability (Errors and
Omissions) coverage, if checked in section 6 of
the Agreement, with a limit not less than
$1,000,000 per claim and which shall be
endorsed to include contractual liability.
Insurance carriers shall be authorized by the
Department of Insurance, State of California,
to do business in California and maintain an
agent for process within the state. Such
insurance carrier shall have not less than an
"A"; "Class VII" according to the latest Best
Key Rating unless otherwise approved by the
City.
5. Indemnification. The Vendor shall
indemnify and hold harmless the City, its
Council, members of the Council, agents and
employees of the City, against any and all
claims, liabilities, (including liability related to
exposure to communicable diseases, illnesses,
or viruses), expenses or damages, including
responsible attorneys’ fees, for injury or death
of any person, or damage to property, or
interference with use of property, or any claim
of the Vendor or subcontractor for wages or
benefits which arise in connection with the
performance of this Agreement, except to the
extent caused or resulting from the active
negligence or willful misconduct of the City, its
Council, members of the Council, agents and
employees of the City. The foregoing
indemnity includes, but is not limited to, the
cost of prosecuting or defending such action
with legal counsel acceptable to the City and
the City’s attorneys’ fees incurred in such an
action.
6. Laws and Venue. This Agreement shall be
interpreted in accordance with the laws of the
State of California. If any action is brought to
A- 2
interpret or enforce any term of this
Agreement, the action shall be brought in a
state or federal court situated in the County of
Riverside, State of California.
7. Termination. The City may terminate the
services procured under this Agreement by
giving 10 calendar days written notice to
Vendor. In such event, the City shall be
immediately given title and possession to any
original field notes, drawings and
specifications, written reports and other
documents produced or developed for the
services. The City shall pay Vendor the
reasonable value of services completed prior to
termination. The City shall not be liable for
any costs other than the charges or portions
thereof which are specified herein. Vendor
shall not be entitled to payment for
unperformed services, and shall not be entitled
to damages or compensation for termination of
work. Vendor may terminate its obligation to
provide services under this Agreement upon 30
calendar days' written notice to the City only in
the event of City’s failure to perform in
accordance with the terms of this Agreement
through no fault of Vendor.
8. Agreement Terms. Nothing herein shall be
construed to give any rights or benefits to
anyone other than the City and the Vendor.
The unenforceability, invalidity or illegality of
any provision(s) of this Agreement shall not
render the other provisions unenforceable,
invalid or illegal. Notice may be given or
delivered by depositing the same in any United
States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to the
parties to the addresses set forth in the
Agreement. Vendor shall not assign, sublet, or
transfer this Agreement or any rights under or
interest in this Agreement without the written
consent of the City, which may be withheld for
any reason. Vendor is retained as an
independent contractor and is not an employee
of the City. No employee or agent of Vendor
shall become an employee of the City. The
individuals signing this Agreement represent
that they have the authority to sign on behalf
of the parties and bind the parties to this
Agreement. This is an integrated Agreement
representing the entire understanding of the
parties as to those matters contained herein,
and supersedes and cancels any prior oral or
written understanding or representations with
respect to matters covered hereunder. This
Agreement may not be modified or altered
except in writing signed by both parties hereto.
A- 3
EXHIBIT “B”
SCOPE AND SCHEDULE OF SERVICES
•Five (1) minute videos with music, limited graphic text due by September 26,
2022
B-1
EXHIBIT “C”
COMPENSATION FOR SERVICES
•Five (1) Minute Videos not to exceed $6,000 total
C-1