Proposal - Rhythm Tech Productions, LLC
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REQUEST FOR PROPOSALS
This Request for Proposals (RFP) seeks experienced service providers capable of delivering,
managing, setting up, and dismantling audio and visual equipment to support a wide variety of outdoor
community events hosted by the City of La Quinta. The City’s goal is to partner with a vendor who
can ensure high-quality sound and lighting experiences that enhance the enjoyment and success of
special events. This includes providing state-of-the-art equipment, technical expertise, and
exceptional service in a timely and professional manner. After evaluating the proposals submitted, it
is the intent of the City to enter a contract with a vendor to provide the services listed in the Scope of
Services.
Project/Services Title: Special Event AV Services
Issue Date: January 24, 2025
Due Date: March 14, 2025
Requesting Department: Community Services Department
GENERAL TERMS AND CONDITIONS
1. SUBMISSION REQUIREMENTS
Proposals can be submitted via email or USB. All proposals must bear original or electronic
signatures.
Email an electronic original, as a single document in a .PDF format, to the following contact:
City of La Quinta
Attn: Michael Calderon, Community Services Analyst
78495 Calle Tampico
La Quinta, California 92253
Tel: (760) 777 – 7014
Email: mcalderon@LaQuintaCA.gov
Email Subject: RFP – Special Event AV Services
2. SUBMISSION RESTRICTIONS
All proposals must be submitted in writing; no oral, facsimile, or telephone proposals or modifications
will be considered. Proposals received after the due date and time are considered non -responsive
and will be returned unopened.
3. QUESTIONS or REQUESTS FOR CLARIFICATIONS
Any requests for clarification or other questions concerning this RFP must be submitted in writing by
February 28, 2025; and sent via email to Michael Calderon, Community Services Analyst,
mcalderon@laquintaca.gov.
4. ERRORS AND OMISSIONS
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP or
any of its attachments, he/she shall immediately notify the City of such error in writing and request
modification or clarification of the document. Modifications will be made by addenda. Clarifications
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will be provided in writing to all parties who have submitted proposals or who have requested an RFP
for purposes of preparing a proposal, without divulging the source of the request.
If a proposer fails to notify the City prior to the date fixed for submission of proposals of an error in
the RFP known to him/her, or an error that reasonably should have been known to him/her, he/she
shall submit a proposal at his/her own risk, and if he/she is awarded an agreement, he/she shall not
be entitled to additional compensation or time by reason of the error or any corrections thereof.
5. MODIFICATIONS AND WITHDRAWALS OF SUBMITTED PROPOSALS
Proposer may withdraw proposals prior to the Submittal Deadline by submitting a written request to
Michael Calderon, Community Services Analyst, at mcalderon@LaQuintaCA.gov. Withdrawn
proposals will be returned unopened.
Proposers may modify proposals prior to the Submittal Deadline by withdrawing their proposal as
noted above and re-submitting anew before the Submittal Deadline.
6. ADDENDA
The City may modify this RFP, any of its key action dates, or any of its attachments, prior to the
submittal deadline. Addenda will be numbered consecutively and noted following the RFP title. It is
the proposer’s responsibility to ensure they have incorporated all addenda. Failure to acknowledge
and incorporate addenda will not relieve the proposer from the responsibility to meet all terms and
conditions of the RFP and any subsequent add enda.
7. REJECTION OF PROPOSALS
The City may reject any or all proposals in whole or in part for any reason, including suspicion of
collusion among proposers, and may waive any immaterial deviation in a proposal. The City’s waiver
of an immaterial defect shall in no way modify the RFP as published or excuse the proposer from full
compliance with the specifications if he/she is awarded the agreement. Proposals referring to terms
and conditions other than the City’s terms and conditions as listed in the RFP, may be rejected as
being non-responsive.
The City may conduct an investigation as deemed necessary to determine the ability of the proposer
to perform the work, and the proposer shall furnish to the City all such information and dat a for this
purpose as requested by the City. The City reserves the right to reject any proposal if the evidence
submitted by, or investigation of, such proposer fails to satisfy the City that such proposer is proper ly
qualified to carry out the obligations of the agreement and to complete the work specified.
8. CANCELLATION OF RFP
This RFP does not obligate the City to enter into an agreement. The City reserves the right to cancel
this RFP at any time, should the project be cancelled, the City loses the required funding, or it is
deemed in the best interest of the City. No obligation, either expressed or implied, exists on the part
of the City to make an award or to pay any cost incurred in the preparation or submission of a proposal.
9. DISPUTES/PROTESTS
The City encourages proposers to resolve issues regarding the requirements or the procurement
process through written correspondence and discussions during the period in which clarifying
addenda may be issued. The City wishes to foster cooperative relationships and to reach a fair
agreement in a timely manner. Formal proposals for major professional and technical services shall
be governed by the City’s Purchasing Policy.
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10. NEGOTIATIONS AND FINAL AGREEMENT
The City’s Agreement for Contract Services is enclosed as Attachment 1 for review prior to submitting
a proposal. An agreement will not be binding or valid with the City unless and until it is executed by
authorized representatives of the City and of the selected proposer. At the discretion of the City, any
or all parts of the successful proposal shall be made a binding part of the agreement.
11. PRICING ADJUSTMENTS
The City reserves the right to negotiate final pricing with the most qualified proposer. Pricing shall
remain firm for the entire initial term of the agreement. Thereafter, any proposed pricing adjustment
for additional periods, if any, shall be subject to the terms of the agreement.
12. SELECTION PROCESS
Proposals of Qualifications shall be reviewed and rated based on the information requested by this
RFP, as well as responses from references and clients, background checks, any research on
proposers, and other information pertinent to the evaluation process. Closely ranked firms may be
asked to furnish evidence of capability, equipment, and financial resources to adequately provide the
services.
13. RFP TIMELINE
RFP Issue Date:
January 24, 2025
Deadline for Proposers’ Questions:
February 28, 2025
Proposals Submittal Deadline:
March 14, 2025
Complete Evaluations of Proposals:
March 28, 2025
Agreement Negotiations and Signing, Proof
of Insurance Coverage, Forms 700:
April 30, 2025
City Council Consideration and Approval:
May, 2025
Agreement Effective Date and
Project Start Date
May, 2025
14. PROPRIETARY, CONFIDENTIAL, AND PUBLIC INFORMATION
14.1 Proprietary and Trade Secret Information:
A copy of each proposal will be retained as an official record and will become open to public
inspection, unless the proposal or specific parts can be shown to be exempt by the California
Public Records Act [California Government Code §6250 et seq.]. Each proposer may clearly
label part of a proposal as “Confidential” if the proposer thereby agrees to indemnify and
defend the City for honoring such a designation. The failure to so label any information that is
released by the City will constitute a complete waiver of all claims for damages caused by any
release of the information. If a request for public records for labeled information is received by
the City, the City will notify the proposer of the request and delay access to the material until
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seven working days after notification to the proposer. Within that time delay, it will be the duty
of the proposer to act in protection of its labeled information. Failure to so act will constitute a
complete waiver.
14.2 Confidential Information:
Evaluation scores, weight factors, and negotiation notes are confidential and will not be
released or retained [California Government Code §6254(a)].
14.3 Public Information:
All proposals will be opened on March 18, 2025, and will be made available to the public upon
request. By submitting a proposal, the proposer acknowledges and accepts that the content of
the proposal and associated documents will become open to public inspection. The final,
executed agreement will be a public document. Proposals and other information will not be
returned.
15. PROPOSAL PREPARATION COSTS
Any costs incurred in the preparation of a proposal, preparation of changes or additions requested by
the City, presentation to the City, travel in conjunction with such presentations, or samples of items,
shall be entirely the responsibility of the proposer.
16. INSURANCE REQUIREMENTS and ACKNOWLEDGEMENT
Proposals must include a completed “Insurance Requirements Acknowledgment” form included as
Attachment 4 stating that, if selected, the proposer will provide the minimum insurance coverage and
indemnification noted in Exhibits E and F, respectively, of the City’s Agreement for Contract Services.
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker’s Compensation (per statutory requirements)
Must include the following endorsements:
Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor if applicable
17. NON-COLLUSION AFFIDAVIT
Proposals must include an executed Non-Collusion Affidavit, included as Attachment 4, executed by
an official authorized to bind the firm.
18. CONFLICT OF INTEREST
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The City requires a Statement of Economic Interest (Form 700) to be filed by any proposer who is
involved in the making of decisions which may have a foreseeable material effect on any City financial
interest pursuant to the City’s Conflict of Interest Code and the California Political Reform Act of 1974.
19. LOCAL BUSINESS PREFERENCE
Local vendors are encouraged, but not required. For purposes of this section, ‘local’ shall be defined
as an individual, partnership, or corporation, which regularly maintains a place of business within a
40-mile radius of the City.
20. CITY RIGHTS AND OPTIONS
The City reserves the right to:
▪ Make the selection based on its sole discretion;
▪ Issue subsequent RFP;
▪ Postpone opening proposals or selection for any reason;
▪ Remedy errors in the RFP or in the RFP process;
▪ Modify the Scope of Services in the RFP;
▪ Approve or disapprove the use of particular subcontractors;
▪ Negotiate with any, all or none of the proposers;
▪ Accept other than the lowest offer;
▪ Waive informalities and irregularities in proposals;
▪ Request additional information or clarification;
▪ Request revisions during negotiations;
▪ Invite any consultant of its choosing to assist with the evaluation of proposal responses or
to provide the City with a second opinion
▪ Enter into an agreement with another proposer in the event the originally selected proposer
defaults or fails to execute an agreement with the City in a timely manner.
SCOPE OF SERVICES
I. INTRODUCTION
The City seeks to enhance its portfolio of special events by creating fun, memorable, and innovative
community experiences that engage and delight residents and visitors of all ages. Audio systems
must be capable of producing clear, quality sound for outdoor audiences of up to 1,000 people. Audio
packages must include complete sound package including engineer, main speakers, subwoofers,
mixing board, microphones, etc. Lighting systems must be capable of lighting the entire stage and
any guest speakers, band members, or performers. Additional stage lighting should be considered
for enhancing performances and the overall aesthetic of the stage areas. All staging must be s et up
at least one hour before the start of the events.
II. SCOPE OF SERVICES
The City is seeking audio and video services for the following community events:
• Hunter Lopez Vigil and 9/11 Vigil – Outdoor events held at Civic Center Campus 7pm-9pm.
These events require a small, elevated stage, audio for speeches and musical performances
(guitar/vocals/backing tracks), teleprompter, and lighting. Approximate attendance: 300 per
event.
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• Veterans Recognition Ceremony – Outdoor event held at La Quinta City Hall Courtyard 9am-
11am. The event requires audio for speeches and musical performances (National Anthem
singer, background music), teleprompter, and TV monitors (to display presentation to
audience). Approximate attendance: 450
• Fall Event – TBD location, day, and time. The event will likely take place outdoors and require
a small, elevated stage and audio for announcements and musical performances. Approximate
attendance: 500 – 1000.
• Tree Lighting Ceremony – Outdoor event held at Civic Center Campus 6pm-8pm. The event
requires audio for speeches and musical performances (singers, backing tracks, background
music), teleprompter, and TV monitors. The City will provide a 16ft x 24ft stage, but the firm is
to provide stage lighting and ambient lighting near the stage. Approximate attendance: 1,000.
• IRONMAN Triathlon Finish Line Event – Outdoor event held at Silverrock Park (TBD day
and time). The event requires audio for a live band (vocal, drums, guitar, bass, and additional
instruments). The park is equipped with a stage. Vendor responsibilities also include booking
and scheduling the band, handling band compensation, and ensuring all necessary
microphones, sound equipment, and stage setup are prepared and operational for the
performance. Approximate attendance: 1,000.
• Easter Egg Hunt - Outdoor event held at La Quinta Park 9am-11am. The event requires a
small, elevated stage, audio for announcements, and potential musical performances (live
band, vocals, drums, guitar, bass, etc.). Approximate attendance: 1,000.
• City Picnic and Birthday Celebration – Outdoor event held at Civic Center Campus 9am-
12pm. The event requires audio for announcements and musical performances (singers,
backing tracks, background music, and potentially a live band). City will provide a 16ft x 24ft
stage. Approximate attendance: 1,000
• Concerts in the Park – Evening outdoor concert series (6 concerts total) held at Silverrock
Park (event days and times TBD). The event requires audio for live bands (vocal, drums, guitar,
bass, and additional instruments). The park is equipped with a stage, but the firm is to provide
stage lighting and ambient lighting near the stage. Vendor responsibilities also include booking
and scheduling bands, handling band compensation, and ensuring all necessary microphones,
sound equipment, and stage setup are pre pared and operational for each performance.
Approximate attendance: 500 per concert.
III. PROPOSAL FORMAT
Firms are encouraged to keep their proposals brief and relevant to the specific information requested
herein. Proposals should be straightforward, concise, and provide “layman” explanation of technical
terms that are used. Emphasis should be on completeness and clarity of content.
Present the proposals in a format and order that corresponds to the numbering and lettering
contained herein, with minimal reference to supporting documentation, so that proposals can
be accurately compared.
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1. Cover Letter
Signed by an official authorized to bind the firm with name, address, phone number, and email
address of firm’s contract person, location of firm’s main office, location of the office that would
service this project, a validity statement that all information and pricing provided in the proposal
is valid for at least ninety (90) days, and a statement that any individual who will perform work
for the City is free of any conflict of interest.
2. Complete Pricing List
Proposal shall include a detailed fee schedule for the services requested by this RFP, including
itemized costs for each event.
3. Staffing and Project Organization
4. Proposal
Additional information listing experience, qualifications, why the firm is interested in the RFP,
and references.
5. Subcontracting Services
Subcontracting any portion(s) of the Scope of Services is not preferable; however, if a proposer
can demonstrate to the City’s satisfaction that is in the best interest of the project to permit a
portion of the service(s) to be subcontracted by the proposer, it may be considered. Provide
details on the role of any subcontractor that will be used. Assignment is prohibited.
6. Disclosures
Disclosure of any alleged significant prior or ongoing agreement failure, any civil or criminal
litigation or investigation pending, which involved the proposer or in which the proposer has been
judged guilty or liable within the last five (5) years. If there is no information to disclose, proposer
must affirmatively state there is no negative history.
7. Acknowledgement of Insurance Requirements (Attachment 4)
Proposals must include a written statement that, if selected, the proposer will provide the
minimum insurance coverage and indemnification noted in Exhibits E and F, respectively, of the
City’s Art Purchase Agreement included as Attachment 2.
8. Non-Collusion Affidavit (Attachment 5)
Proposals must include an executed Non-Collusion Affidavit, included as Attachment 4,
executed by an official authorized to bind the firm.
9. Acknowledgement of Addenda (Attachment 6)
If any addendum/addenda are issued, the proposer shall initial the Acknowledgement of
Addenda, included as Attachment 5.
ATTACHMENTS
1. Agreement for Contract Services
2. Tentative Event Schedule
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3. Event Photos
4. Insurance Requirements Acknowledgement
Must be executed by proposer and submitted with the proposal
5. Non-Collusion Affidavit
Must be executed by proposer and submitted with the proposal
6. Addenda Acknowledgement
Must be executed by proposer and submitted with the proposal
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and
entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal
corporation, and TBD, (GV [insert type of business entity, e.g. sole proprietorship,
California Limited Liability Corporation, etc], with a place of business at
____________________________________ (“Contracting Party”). The parties hereto
agree as follows:
1.SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to audio and video
services for community events, as specified in the “Scope of Services” attached hereto
as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting
Party represents and warrants that Contracting Party is a provider of first -class work
and/or services and Contracting Party is experienced in performing the Services
contemplated herein and, in light of such status and experience, Contracting Party
covenants that it shall follow industry standards in performing the Services required
hereunder, and that all materials, if any, will be of good quality, fit for the purpose
intended. For purposes of this Agreement, the phrase “industry standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar
services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and app rovals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless agains t any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with
this Section.
ATTACHMENT 1
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1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contrac ting Party’s
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party’s work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contractin g Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and s hall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City’s own negligence.
The performance of Services by Contracting Party shall not relieve Contrac ting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services (“Additional Services”) only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer’s, or assigned designee’s written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in “Exhibit D” (the “Special
Requirements”), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of
Compensation”) in a total amount not to exceed TBD Dollars ($TBD), for the life of the
Agreement, encompassing the Initial and any Extended Terms (the “Contract Sum”),
except as provided in Section 1.7. The method of compensation set forth in the Schedule
of Compensation may include a lump sum payment upon completion, payment in
accordance with the percentage of completion of the Services, payment f or time and
materials based upon Contracting Party’s rate schedule, but not exceeding the Contract
Sum, or such other reasonable methods as may be specified in the Schedule of
Compensation. The Contract Sum shall include the attendance of Contracting Party at
all project meetings reasonably deemed necessary by City; Contracting Party shall not
be entitled to any additional compensation for attending said meetings. Compensatio n
may include reimbursement for actual and necessary expenditures for reproduction costs,
transportation expense, telephone expense, and similar costs and expenses when and if
specified in the Schedule of Compensation. Regardless of the method of compensation
set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall
not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City’s Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City’s
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
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Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be a pproved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer , or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in “Exhibit
C” (the “Schedule of Performance”). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer , or
assigned designee.
3.3 Force Majeure. The time period specified in the Schedule of Performance
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 Contracting Party, 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 Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, 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 the Contract Officer’s judgment
such delay is justified, and the Contract Officer’s determination , or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer , or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on TBD, 2025,
and terminate on TBD, 2026 (“Initial Term”). This Agreement may be extended for three
(2) additional year(s) upon mutual agreement by both parties (“Extended Term”), and
executed in writing.
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party (“Principals”) are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Name
Telephone No.:
Email:
(b) Name
Telephone No.:
Email:
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The “Contract Officer”, otherwise known as [ENTER
NAME OF DEPARTMENT MANAGER OR DIRECTOR] or assigned designee
may be designated in writing by the City Manager of the City. It shall be Contracting
Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept
informed of the progress of the performance of the Services, and Contracting Party shall
refer any decisions, that must be made by City to the Contract Officer , or assigned
designee. Unless otherwise specified herein, any approval of City required hereunder
shall mean the approval of the Contract Officer, or assigned designee. The Contract
Officer, or assigned designee, shall have authority to sign all documents on behalf of
City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contra ct or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypoth ecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City’s express written approval shall be null, void, and of no effect. No approved
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transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party’s employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the Califo rnia Public Employees
Retirement System (“PERS”) as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers’ compensation laws regarding Contracting Party and
Contracting Party’s employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to com ply with applicable workers’
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
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4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance
Requirements”) which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency along with all required endorsements. Certificate of Insurance and
endorsements must be approved by Agency’s Risk Manager prior to commencement of
performance.
6. INDEMNIFICATION.
6.1 Indemnification. To the fullest extent permitted by law, Contracting Party
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City
and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit
F” (“Indemnification”) which is incorporated herein by this reference and expressly made
a part hereof.
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party’s
performance of the Services required by this Agreement as the Contract Officer , or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the “Books and
Records”), as shall be necessary to perform the Services required by this Agreement and
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enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party’s business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party’s successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the “Documents and Materials”) shall be the property of City and shall be
delivered to City upon request of the Contract Officer , or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Docum ents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City’s sole risk and without liabili ty to
Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestrict ed right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
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7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non -exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City’s sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer , or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party’s covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
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as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
of the notice, or such longer period as may be permitted by the Contract Of ficer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party’s right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City’s righ t to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alte rnative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non-defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City’s consent or approval of any act by Contracting Party requiring City’s
consent or approval shall not be deemed to waive or render unnecessary City’s consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerni ng
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
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authorized by the Contract Officer, or assigned designee, thereafter in accordance with
the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City-owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance wit h the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by th e
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled
to attorneys’ fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party’s performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontrac tor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
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No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affi rmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention:
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.4 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.
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10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third-Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third-party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta, California
Dated:
CONTRACTING PARTY:
By:
Name:
Title:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
Exhibit A
Page 1 of 4 Last revised summer 2017
Exhibit A
Scope of Services
1. Services to be Provided:
[TO BE PROVIDED BY STAFF (include location of work)]
2. Performance Standards:
[TO BE PROVIDED BY STAFF]
OR
[See Attached]
Exhibit A
Page 2 of 4
ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the “Prevailing Wage Laws”), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on “Public works” and “Maintenance” projects. If the
Services are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, and if construction work over twenty -
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a “Public works” project unless registered with the California
Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the
Services are being performed as part of an applicable “Public works” or “Maintenance”
project, as defined by the Prevailing Wage Laws, this project is subject to compliance
monitoring and enforcement by the DIR. Contracting Party will maintain and will require
all subcontractors to maintain valid and current DIR Public Works contractor registration
during the term of this Agreement. Contracting Party shall notify City in writing
immediately, and in no case more than twenty -four (24) hours, after receiving any
information that Contracting Party’s or any of its subcontractor’s DIR registration status
has been suspended, revoked, expired, or otherwise changed. It is understood that it is
the responsibility of Contracting Party to determine the correct salary scale. Contract ing
Party shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at Contracting Party’s principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
Exhibit A
Page 3 of 4
its elected officials, officers, employees, and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the Services,
including, without limitation, any and all “Public works” (as defined by the Prevailing Wage
Laws), Contracting Party shall bear all risks of payment or non -payment of prevailing
wages under California law and/or the implementation of Labor Code Section 1781, as
the same may be amended from time to time, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions of
Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting
Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of
the labor and materials incorporated into the Services under this Agreement during the
month covered by said invoice. The remaining five percent (5%) thereof shall be retained
as performance security to be paid to Contracting Party within sixty (60) days after final
acceptance of the Services by the City Council of City, after Contracting Party has
furnished City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by C ontracting
Party from the operation of the release, City may retain proceeds (per Public Contract
Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City’s
failure to deduct or withhold shall not affect Contracting Party’s ob ligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk-line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site m ade available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
Exhibit A
Page 4 of 4
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease
or increase in Contracting Party’s cost of, or the time required for, performance of any
part of the work shall issue a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting Party
whether the conditions materially differ, or involve hazardous waste, or cause a decrease
or increase in Contracting Party’s cost of, or time required for, performance of any part of
the work, Contracting Party shall not be excused from any scheduled completion date
provided for by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either by con tract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of al l safety measures.
6. Liquidated Damages. Since the determination of actual damages for any
delay in performance of the Agreement would be extremely difficult or impractical to
determine in the event of a breach of this Agreement, Contracting Party shall be liable for
and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages
for each working day of delay in the performance of any of the Services required
hereunder, as specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out requirements, if any,
described in the Scope of Services. City may withhold from any moneys payable on
account of the Services performed by Contracting Party any accrued liquidated damages.
Exhibit B
Page 1 of 1
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed ______________________ ($ __________)
(“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment
payments made on a monthly basis and in an amount identified in Contracting Party’s
schedule of compensation attached hereto for the work tasks performed and properly
invoiced by Contracting Party in conformance with Section 2.2 of this Agreement.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
Exhibit D
Page 1 of 1
Exhibit D
Special Requirements
[insert Special Requirements or indicate “None” if there are none]
Exhibit E
Page 1 of 6
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001 )
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit concurrently
with its execution of this Agreement, Commercial General Liability insurance against all
claims for injuries against persons or damages to property resulting from Contracting
Party’s acts or omissions rising out of or related to Contracting Party’s performance under
this Agreement. The insurance policy shall contain a severability of interest clause
providing that the coverage shall be primary for losses arising out of Contr acting Party’s
performance hereunder and neither City nor its insurers shall be required to contribute to
any such loss. An endorsement evidencing the foregoing and naming the City and its
officers and employees as additional insured (on the Commercial Ge neral Liability policy
only) must be submitted concurrently with the execution of this Agreement and approved
by City prior to commencement of the services hereunder.
Exhibit E
Page 2 of 6
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party’s performance under this Agreement. If Contracting Party or
Contracting Party’s employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term “automobile” includes, but is not limited to, a land motor vehicl e, trailer
or semi-trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party’s performance hereunder an d neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and “Covered Professional Services” as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
“pay on behalf of” the insured and must include a provision establishing the i nsurer’s duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers’ Compensation Insurance in
accordance with State Worker’s Compensation laws with employer’s liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
Exhibit E
Page 3 of 6
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self-insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party’s obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party’s failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party’s or its subcontractors’ performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party’s employees, or agents, from waiving the
Exhibit E
Page 4 of 6
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called “third party action over” claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City’s protection without City’s prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party’s general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain a ny
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non -contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self-insure or to use any self-insured
retentions or deductibles on any portion of the insurance required herein (with the
Exhibit E
Page 5 of 6
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self-insure its obligations to City. If Contracting Party’s existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non -compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party’s insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers’ compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
Exhibit E
Page 6 of 6
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty )
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit F
Page 1 of 2
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party’s Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys’ fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be liable for
any injuries or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys’ fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agent s, employees, or
subcontractors of Contracting Party.
c. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is
determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and whe re
City’s active negligence accounts for only a percentage of the liability involved, the
obligation of Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
Page 2 of 2
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a “design professional” as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party’s Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents (“Indemnified Parties”) from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontracto r),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys’ fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs o f
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability th ereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term “design professional” shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Page 10 of 16
ATTACHMENT 2
TENTATIVE EVENT SCHEDULE
Event days, times, and locations are subject to change; however, the City will ensure the firm
receives adequate advance notice of any changes and confirmation of final event details.
DATE EVENT LOCATION TIME
August 26, 2025 Hunter Lopez Vigil Civic Center
Campus
7pm-9pm
September 11, 2025 9/11 Vigil Civic Center
Campus
7pm-9pm
October TBD, 2025 Fall Event TBD TBD
November 11, 2025 Veterans
Recognition
Ceremony
City Hall Courtyard 9am-11am
December 5, 2025 Tree Lighting
Ceremony
Civic Center
Campus
6pm-8pm
December TBD,
2025
IRONMAN Finish
Line Event
Silverrock Park TBD
February TBD, 2026
(Two Concerts)
Concerts in the Park Silverrock Park TBD
March TBD, 2026
(Two Concerts)
Concerts in the Park Silverrock Park TBD
April 4, 2026 Easter Egg Hunt La Quinta Park 9am-11am
April 25, 2026 City Picnic and
Birthday Celebration
Civic Center
Campus
9am-12pm
May TBD, 2026
(Two Concerts)
Concert in the Park Silverrock Park TBD
Page 11 of 16
ATTACHMENT 3
EVENT PHOTOS
Hunter Lopez Vigil
September 11 Vigil
Page 12 of 16
Veterans Recognition Ceremony
Tree Lighting Ceremony
Page 13 of 16
Concerts in the Park
City Picnic and Birthday Bash
Page 14 of 16
ATTACHMENT 4
INSURANCE REQUIREMENTS ACKNOWLEDGEMENT
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby acknowledge and confirm
that __________________________________ (name of company) has reviewed
the City’s indemnification and minimum insurance requirements as listed in Exhibits E and
F of the City’s Agreement for Contract Services (Attachment 1); and declare that insurance
certificates and endorsements verifying compliance will be provided if an agreement is
awarded.
I am _________________________________ of ______________________________,
(Title) (Company)
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence); $2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Noncontributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability $1,000,000 (per claim and aggregate)
Worker’s Compensation (per statutory requirements)
Must include the following endorsements:
Worker’s Compensation Waiver of Subrogation
Worker’s Compensation Declaration of Sole Proprietor if applicable
Page 15 of 16
ATTACHMENT 5
NON-COLLUSION AFFIDAVIT FORM
Must be executed by proposer and submitted with the proposal
I, ________________________________________ (name) hereby declare as follows:
I am _________________________________ of ______________________________,
(Title) (Company)
the party making the foregoing proposal, that the proposal is not made in the interest of, or on
behalf of, any undisclosed person, partnership, company, association, organization, or
corporation; that the proposal is genuine and not collusive or sham; tha t the proposer has not
directly or indirectly induced or solicited any other proposer to put in a false or sham proposal,
and has not directly or indirectly colluded, conspired, connived, or agreed with any proposer or
anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that the
proposer has not in any manner, directly or indirectly, sought by agreement, communication,
or conference with anyone to fix the proposal price of the proposer or any other proposer, or to
fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer,
or to secure any advantage against the public body awarding the agreement of anyone
interested in the proposed agreement; that all statements contained in the proposal are true;
and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price
or any breakdown thereof, or the contents thereof, or divulged information or data relative
hereto, or paid, and will not pay, any fee to any corporation, partnership, company, association,
organization, proposal depository, or to any member or agent thereof to effectuate a collusive
or sham proposal.
I declare under penalty of perjury under the laws of the State of California that the foregoing is
true and correct.
Proposer Signature: __________________________________________________
Proposer Name: __________________________________________________
Proposer Title: __________________________________________________
Company Name: __________________________________________________
Address: __________________________________________________
Page 16 of 16
ATTACHMENT 6
ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA
Must be executed by proposer and submitted with the proposal;
If no addenda has been issued, mark “N/A” under Addendum No. indicating
Not Applicable and sign
ADDENDUM NO. SIGNATURE INDICATING RECEIPT
Company overview:
A. Company’s full legal name, address, phone, fax, email, website.
Rhythm Tech Productions LLC.
264 N. Pennsylvania Ave. Colton CA, 92324
(760)898-5692(OƯice) or (760)998-8530(mobile)
Jackson@rhythmtechproductions.net accounts@rhythmtechproductions.net
Rhythmtechpro.com
B. Names and titles of the principal owner(s).
Tyrone Jackson CEO/Owner
C. Person(s) authorized to make commitments for your company.
Tyrone Jackson CEO/Owner
Michelle Beckwith OƯice Manager
Deisy Jackson Payroll & Scheduling Clerk
D. Company history, experience, years in business for current company name.
Established in 2009, 14 years in business, but have 25 years of experience.
E. Annual company revenues for the last three fiscal years.
$1,500,000.00
F. Tax ID number.
84-4204871
G. The complete scope of services oƯered by our company.
Rhythm Tech Productions provides complete Stage, Audio, Lighting, Video and Special EƯects
services including live entertainment, set up and operations. We also provide equipment
installation and Professional Technicians to run events.
H. The number of clients (including governmental) served in the past and present.
500+
I. Special qualifications, training, credentials, recognition, or awards.
RTP staƯ has certifications for Audio Engineering, Light design, Stage design, Rigging, All Video
and LED Video Wall services and Special EƯects.
J. Current number of employees: full-time and part-time employees.
20
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
Rhythm Tech Productions, LLC.
264 N. Pennsylvania Ave.
Colton, CA 92324 US
+17608985692
accounts@rhythmtechproductions.net
Estimate
ADDRESS
Manuel Calderon
CITY OF LA QUINTA
Community Services
Department
78495 Calle Tampico |
La Quinta, ca 92253
SHIP TO
Manuel Calderon
CITY OF LA QUINTA
Community Services
Department
La Quinta, ca 92253
ESTIMATE #2059
DATE 03/18/2025
SHIP DATE SHIP VIA
03/05/2025 DELIVERY/SETUP
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
City of La Quinta 2025-2026
Set Up
Date/Times
Hunter Lopez Vigil and 9/11 Vigil:
Will Provide a small, elevated stage,
audio, and Lighting for The City of
La Quinta's Outdoor events held at
Civic Center Campus 7pm-9pm.
1-16ft x 24ft Stage
Audio
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
Lighting
4-12" Truss: 10'
1-Road Hog 4 lighting console
6-DAZZLER Bar 180W
Red/Green/Blue/Amber/White
6-Fuse FSX
2-L-24 Genie lift
Labor
4-Stagehand for Load in and Out
2 4,200.00 8,400.00
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
1-sound engineer to operate audio
for event.
1-Lighting Tech on site to control
lights from a light controller
1-Dedlivery/Pickup
Set Up
Date/Times
Veterans Recognition Ceremony:
Will provide Audio for The City of La
Qunita's Outdoor event held at La
Quinta City Hall Courtyard 9am
11am.
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
1-sound engineer to operate audio
for event
1-Stagehand for Load in and Out
1-Delivery / Pickup
1 3,200.00 3,200.00
Set Up
Date/Times
Fall Event:
To Provide a small, elevated stage
and audio for the City of La Qunita
Fall Events (TBD) location, day, and
time.
1-16ft x 24ft Stage
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
1-sound engineer to operate audio
for event
1-Stagehand for Load in and Out
1-Delivery / Pickup
1 3,200.00 3,200.00
Set Up
Date/Times
Tree Lighting Ceremony:
Will Provide Audio and stage
lighting and ambient lighting near
the stage for The City Of La
Quinta's Outdoor event held at Civic
Center Campus 6pm-8pm.
Audio
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
1 4,200.00 4,200.00
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
drum mics and 6 - condenser mics.
Lighting
4-12" Truss: 10'
1-Road Hog 4 lighting console
6-DAZZLER Bar 180W
Red/Green/Blue/Amber/White
6-Fuse FSX
2-L-24 Genie lift
Labor
4-Stagehand for Load in and Out
1-sound engineer to operate audio
for event.
1-Lighting Tech on site to control
lights from a light controller
1-Dedlivery/Pickup
Set Up
Date/Times
IRONMAN Triathlon Finish Line
Event –
Will Provide audio for The City of La
Quinta's Outdoor event held at
SilverRock Park (TBD Day and
time)
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
1-sound engineer to operate audio
for event
1-Stagehand for Load in and Out
1-Delivery / Pickup
1 3,200.00 3,200.00
Set Up
Date/Times
Easter Egg Hunt:
Will Provide a small, elevated stage,
audio held at La Quinta Park 9am-
11am.
1-16ft x 24ft Stage
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
1-sound engineer to operate audio
for event
1-Stagehand for Load in and Out
1-Delivery / Pickup
1 4,200.00 4,200.00
Set Up
Date/Times
City Picnic and Birthday
Celebration:
Will provide Audio for The City of La
Quinta's Outdoor event held at Civic
Center Campus at 9am-12pm.
1 3,850.00 3,850.00
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
1-sound engineer to operate audio
for event
1-Stagehand for Load in and Out
1-Delivery / Pickup
1-30,000 watt 120/208V 3-phase
service generator. Fuel will be bill
separate if tank needs re-filled.
*Rhythm Tech Productions, LLC. is
not responsible for power outages
or equipment failures beyond our
control. Services will resume once
power is restored, and equipment
may need resetting. No refunds or
cost adjustments will be provided for
such events. We appreciate your
understanding.
Set Up
Date/Times
Concerts in the Park:
Provide audio, stage lighting and
ambient lighting near the stage held
at SilverRock Park (event days and
times TBD).
Audio
1-Midas 32
8-Musa 210LAV
4-Mitus 218SA
6-2-way Passive speaker
1-ALL EDISON, XLR, DMX CABLE
FOR THE EVENT
1-Shure mic kit. Includes 10 -
instrument mics, 8 - vocal mics, 10 -
drum mics and 6 - condenser mics.
Lighting
4-12" Truss: 10'
1-Road Hog 4 lighting console
6-DAZZLER Bar 180W
Red/Green/Blue/Amber/White
6-Fuse FSX
2-L-24 Genie lift
Labor
4-Stagehand for Load in and Out
1-sound engineer to operate audio
for event.
1-Lighting Tech on site to control
lights from a light controller
1-Dedlivery/Pickup
6 4,200.00 25,200.00
Power Provision The customer or venue is
responsible for supplying adequate
and clean power to support RTP’s
1 0.00 0.00
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
DATE ACTIVITY DESCRIPTION QTY RATE AMOUNT
operations at no additional cost.
Should RTP be required to furnish
power, the associated costs will be
itemized and billed separately.
Furthermore, any supplementary
items or services not explicitly
included in the initial agreement will
incur separate charges.
Security and
Liability for
Equipment
The customer is responsible for
maintaining the security of all
equipment supplied by RTP while it
remains on the premises. Should
any damage or loss occur due to
insufficient security measures or
improper handling by the customer,
they will be held fully accountable
for all resulting financial obligations.
1 0.00 0.00
Weather Related
Damages
The customer acknowledges their
liability for any damage to RTP's
equipment caused by weather
conditions and is obligated to
implement protective measures to
safeguard the equipment from
adverse weather events.
1 0.00 0.00
Deposit Policy A 50% deposit is required to reserve
your event date, with the balance
due on the event day. Deposits are
non-refundable, but cancellations
allow rescheduling within 90 days,
applying the deposit to the new
date.
1 0.00 0.00
Payment If paying with:
ACH Payments: No fees; we will
send a link.
Credit Cards: 4% fee applies.
Checks: Make Check Payable to
Rhythm Tech Productions, LLC. and
must be received 72 hours before
the event for processing.
1 0.00 0.00
Terms
Acknowledgement
By signing below, you agree to the
following for the event by Rhythm
Tech Productions, LLC: Equipment
may change during setup to meet
event needs.
You accept the event date and
costs. You agree to the payment
terms in the estimate/invoice. You
will ensure the security and proper
use of provided equipment.
Please sign and date below.
1 0.00 0.00
SIGNATURE
REQUIRED
SIGN:__________________________
DATE:__________________________
1 0.00 0.00
By Signing/Approving or Assigning a PO# for this Estimate/Invoice you are also accepting our Terms & Conditions(separate attachment).
Please be sure to Note the Invoice# you are paying. Thank youIn order to reserve the event date a signed copy of this estimate or PO must be received. Thank you and we look forward to assisting with your event.
SUBTOTAL 55,450.00
TAX 0.00
TOTAL $55,450.00
Accepted By Accepted Date
Client References
1.) City of Riverside Parks Recreation & Community Services Dept.
Jacqueline Rodriguez 951.826.2025 jrodriguez@riversideca.gov
(Graduations/Summer Concerts/4th of July Events/Festival of Lights)
2.) City of Moreno Valley Parks Recreation & Community Services Dept.
Claudia Torres Division Manager 951.413.3289 claudiat@moval.org
(Graduations/Summer Concerts/4th of July Events/All City community events)
3.) Corona Chamber of Commerce
Bobby Speigel CEO/President 951.737.3350 bobby@mychamber.org
(Good morning Corona/Summer Concerts/4th of July events/Community Events)
4.) Take Five Entertainment
Adam Levy - City of Indio Community Events Planner 760.641.7946
adam@takefiveentertainment.com
(Summer Concerts/Community Events)
5.) City of Menifee
Gabi Cao - Community Services Supervisor 951. 723.3784 gcao@cityofmenifee.us
(Summer Concerts/Community Events)
6.) City of Palm Desert
Shelby Goodwin-Special Event Coordinator 760.776.6454 sgoodwin@palmdesert.gov
(Summer Concert/Community Events)
Rhythm Tech Productions, LLC. TERMS AND CONDITIONS
1. TERMS: Customer's Rental Of Equipment Is Conditional Upon Customer's Agreement With This Contract. All Of The
Terms Herein Are Incorporated Into This And All Future Contracts Between Rhythm Tech Productions, LLC. And Customer
Upon Customer's Receipt Of Rhythm Tech Productions, LLC.'S Equipment Under Those Contracts. Any References In
Customer's Purchase Order Or Other Customer Document Shall Be Void. "Customer" Is Identified On The QuickBooks
Estimate/Invoice And Includes Any Of Its Representatives, Agents, Officers Or Employees And Everyone Signing The
Contract On Their Behalf. "Equipment" Is The Equipment And / Or Services Identified On The Front Side Hereof, Together
With All Replacements, Repairs, Additions, Attachments And Accessories Thereto And All Future Equipment Rented. "Site
Address" Is The Location That Customer Represents The Equipment Will Be Located During The Rental Period And Is
Identified On The QuickBooks Estimate/Invoice Hereof. "Rhythm Tech Productions, LLC." Is Rhythm Tech Productions,
LLC. Power And Its Affiliated Companies, Their Respective Officers, Directors, Employees And Agents. Customer Rents The
Equipment From Rhythm Tech Productions, LLC. Pursuant To The Contract. Customer Shall Pay Rhythm Tech
Productions, LLC. The Rental Rates (Including Any Minimum Rental On The QuickBooks Estimate/Invoice Hereof) And
Other Charges Described Herein When Due, Return The Equipment To Rhythm Tech Productions, LLC. As Required Herein
And Otherwise Comply With This Contract. This Contract Is A True Lease. The Equipment (A) Is And Shall Remain The
Personal Property Of Rhythm Tech Productions, LLC. And (B) Shall Not Be Affixed To Any Other Property.
2. PROHIBITED USE: Customer Shall Not (A) Alter Or Cover Up Any Decals Or Insignia On The Equipment Or Remove
Any Operational Or Safety Instructions; (B) Assign Its Rights Under This Contract; (C) Move The Equipment From The Site
Address Without Rhythm Tech Productions, LLC.’S Written Consent; Or (D) Use The Equipment In A Negligent, Illegal,
Unauthorized Or Abusive Manner, Or In Any Publication (Print, Audio/Visual Or Electronic) Nor Allow The Use Of The
Equipment By Any Unauthorized Individual (Customer Acknowledging That The Equipment May Be Dangerous If Used
Improperly Or By Untrained Parties).
3. CUSTOMER LIABILITY : During The Rental Period, Customer Assumes All Risks Associated With The Possession,
Custody And Operation All And Full Responsibility For, The Equipment, Including But Not Limited To, Personal Injury,
Death, Rental Charges, Losses, Damages And Destruction, Including Customer Transport, Loading And Unloading.
“Incident” Is Any Fine, Citation, Theft, Accident, Casualty, Loss, Injury, Death Or Damage To Person Or Property Claimed
By Any Person Or Entity That Appears To Have Occurred In Connection With The Equipment. After An Incident, Customer
Shall (A) Immediately Notify Rhythm Tech Productions, LLC., The Police, If Necessary And Customer’s Insurance Carriers;
(B) Secure And Maintain The Equipment And The Surrounding Premises In The Condition Existing At The Time Of Such
Incident, Until Rhythm Tech Productions, LLC. Or Its Agents Investigates (C) Immediately Submit To Rhythm Tech
Productions, LLC. Copies Of All Police Or Other Third Party Reports; And (D) As Applicable, Pay Rhythm Tech
Productions, LLC., In Addition To Other Sums Due Herein The Rental Rate For Equipment Until The Repairs Are Complete
Or Equipment Replaced Plus (I) The Manufacturer’s Suggested List Price On The Date Of The Loss (“Mslp”) Of The Lost Or
Destroyed Equipment (“Lost” Being When Equipment Location Is Unknown, Or Customer Is Unable To Recover For A
Period Of 30 Days); (Ii) The Full Cost Of Repairs Of Damaged Equipment. Accrued Rental Charges Shall Not Be Applied
Against These Amounts. Rhythm Tech Productions, LLC. Shall Have The Immediate Right, But Not Obligation, To
Reclaim Any Equipment Involved In Any Incident.
4. NO WARRANTIES: Rhythm Tech Productions, LLC. Does Not Design Or Manufacture The Equipment And Is Not He
Agent Of The Party (ies) That Do. Rhythm Tech Productions, LLC. Disclaims All Representations And Warranties,
Express Or Implied, With Respect To The Equi pment, Its Durability, Conditions, Merchantability, Or Fitness Of Any
Particular Purpose. Customer Acknowledges Acceptance Of The Equipment On An “As Is, Where Is” Basis, With “All
Faults” And Without Any Recourse Whatsoever Against Rhythm Tech Production s, LLC. Customer Assumes All Risks
Associated With The Equipment And Releases Rhythm Tech Productions, LLC. From All Liabilities And Damages
(Including Lost Profits, Personal Injury And Special, Incidental And Consequential Damages) In Any Way Connected
With The Equipment, Its Operation Or Use Or Any Defect Or Failure Thereof Or A Breach Of Rhythm Tech Productions,
LLC.’S Obligations Herein.
5. RELEASE AND INDEMNIFICATION: To The Fullest Extent Permitted By Law, Customer Indemnifies, Releases,
Holds Rhythm Tech Productions, LLC. Harmless And At Rhythm Tech Productions, LLC.’S Request, Defends Rhythm
Tech Productions, LLC. (With Counsel Approved By Rhythm Tech Productions, LL C.), From And Against All Liabilities,
Claims, Losses, Damages, And Expenses (Including Attorney’s Fees And Expenses) However Arising Or Incurred,
Related To Any Incident, Damage To Property, Injury To, Or Death Of, Any Person Or Contamination Or Alleged
Contamination, Or Violation Of Law Or Regulation Caused By Or Connected With (I) The Use, Possession Or Control Of
The Equipment During The Rental Period Or (Ii) Breach Of This Contract, Whether Or Not Caused In Part By The Active
Or Passive Negligence Or Other Fault Of Any Party Indemnified Herein And Any Of Th e Foregoing Arising Or Imposed In
Accordance With The Doctoring Of Strict Or Absolute Liability. Customer ’s Indemnity Obligation Shall Survive The
Expiration Or Termination Of This Contract. All Cust omers’ Indemnification Obligations Under This Paragraph Shall Be
Rhythm Tech Productions, LLC. TERMS AND CONDITIONS
Joint And Several. If Any Part Of This Section Is Determined Invalid By A Court Of Competent Jurisdiction, Customer
Agrees That This Clause Shall Be Enforceable To The Fullest Extent Permitt ed By Law.
6. RENTAL RATES: The Total Charges Specified In This Contract Are (A) Estimated Based Upon Customer’s
Representation Of The Estimated Rental Period Identified On The Front Side Hereof (Rental Rates Beyond The Estimated
Rental Period May Change); And (B) For The Equipment’s Use For “One Shift,” Being Not More Than 8 Hours Per Day And
40 Hours Per Week Unless Otherwise Noted. Weekly And 4 Week Rental Rates Shall Not Be Prorated. Customer Is
Responsible For (I) All Rental Rates, Fees, License, Taxes And Governmental Charges Based On Customer’s Use Of The
Equipment, Including Additional Fees For More Than “One Shift” Use.
7. PAYMENT: Customer Shall Pay Amounts Due, Without Any Offsets, In Full At The Time Of Rental, Unless Rhythm Tech
Productions, LLC. Approves Customer’s Executed Terms. Customer Must Notify Rhythm Tech Productions, LLC. In Writing
Of Any Disputed Amounts, Including Credit Card Charges, Within 15 Days After The Receipt Of The Invoice/Contract Or
Customer Shall Be Deemed To Have Irrevocably Waived Its Right To Dispute Such Amounts. At Rhythm Tech Productions,
LLC.’S Discretion, Any Credit Account With A Delinquent Balance May Be Placed On A Cash Basis, Deposits May Be
Required And The Equipment May Be Picked Up Without Notice. Due To The Difficulty In Fixing Actual Damages Caused
By Late Payment, Customer Agrees That A Service Charge Equal To The Lesser Of 1.5 % Per Month Or The Maximum
Rate Permitted By Law Shall Be Assessed On All Delinquent Accounts, Until Paid In Full. Customer Agrees That If A Credit
Card Is Presented To Pay For Charges Or To Guarantee Payment, Customer Authorizes Rhythm Tech Productions, LLC.
To Charge The Credit Card All Amount Shown On The Contract And Credit Charge Of 4% Of Total Charges On Invoice
Subsequently Incurred By Customer, Including But Not Limited To, Loss Of Or Damage To Then Equipment And Extension
Of Th e Rental Period.
8. RENTAL CANCELLATION: Due To The Fact That All Of Our Equipment Is By Reservation Only, And Your Requested
Equipment Is Removed From Our Available Equipment List, Making It Unavailable For Other Clients. We Are Forced To
Charge A Cancellation Fee To Compensate For The Time The Equipment Is Not Available, As Follows:
• Day Of Event Cancellation - 100% Of The Total Rental Invoice
• Less Than 72hours Notice Up To Day Of Event - 50% Of The Total Rental
Invoice (Except Special Order Items)
• More Than 72hours Notice - No Fee (Except Special Order Items)
• Special Order Items (Carpets, Fabric, Custom Stages, Set Design,
Etc.) - 100% Of The Total Rental Invoice - Sorry, No Exceptions
12(A). Events Cancelled Due To Weather: Rain Date Policy (Except Stages & Trussing): Rain Date Terms - Except
Stages & Trussing:
• Your Rain Date Must Take Place Within 3 Months After The Original Cancelled Date. Anything Beyond 3 Months Will
Result In Possible Additional Charges Being Applied.
• Cancellations Due To Acts Of God (Illness, Death, Weather, Etc.) Will Be Charged Only Actual Costs Incurred By Rhythm
Tech Productions, LLC. If The Job Is Rescheduled Within 3 Months (Aka Rain Date). If Job Is Not Rescheduled, A Service
Charge Of 25% Of The Job Total Or The Actual Costs Incurred By Rhythm Tech Productions, LLC. Plus 25% Of The Job
Total Will Be Charged If Rhythm Tech Productions, LLC. Incurred Travel And Delivery Charges.
• This Rain Date Policy Does Not Apply To Rentals In Which The Client
Is Picking Up From Our Location, And Returns The Equipment Same Day
Due To Cancellation. Rain Date Terms - Stages (Mobile & Portable) & Trussing :
• There Is An Additional 25% Restocking Fee If Your Order Is Cancelled Within 48 Hours Of Your Rental. Our Stages And
Trussing Items Are Large & Bulky, And Many Times Pulled 1-2 Days Before A Rental To Ensure Everything Is Tested And
Safe For Use For Your Event. Some Stages Also Get A Fresh Coat Of Paint, Depending On Event Type. Our Mobile Truck
Stages Begin Incurring Costs As Soon As It Leaves Our Warehouse. This Takes Time Out From Our Other Duties To
Perform, And As Such A Restocking Fee Must Be Charged.
• Same Day Cancellations Due To Acts Of God (Illness, Death, Weather, Etc.) Will Be Charged Only Actual Costs Incurred
By Rhythm Tech Productions, LLC. If The Job Is Rescheduled Within 3 Months (Aka Rain Date). If Job Is Not Rescheduled,
A Service Charge Of 25% Of The Job Total Or The Actual Costs Incurred By Rhythm Tech Productions, LLC. Plus 25%
Of The Job Total Will Be Charged If Rhythm Tech Productions, LLC. Incurred Travel And Delivery Charges.
• We Do Not Provide Refunds For Rain Date Cancellations. You Have The Opportunity To Reschedule Your Event, If You
Choose Not To, It Is The Same As Cancelling Your Event Same-Day And As Such Our Same-Day Cancellation Policy Is
Applied. If You Need To Cancel, Please Let Us Know As Soon As Possible.
9. RETURN OF EQUIPMENT: “Rental Period” Commences When The Equipment Is Delivered Customer Or The Site
Address And Continues Until The Equipment Is Returned To Rhythm Tech Productions, LLC. During Normal Business
Hours Provided Customer Has Otherwise Complied With This Contract. Rhythm Tech Productions, LLC. May Terminate
This Contract At Any Time, For Any Reason. At The End Of The Rental Period, The Equipment Shall Be Returned To
Rhythm Tech Productions, LLC. TERMS AND CONDITIONS
Rhythm Tech Productions, LLC. In The Same Condition It Was Received, Less Ordinary Wear And Tear And Free Of Any
Hazardous Materials And Contaminants. The Rental Period And This Contract Shall Not Terminate And Rental Charges
Shall Continue To Accrue Until Rhythm Tech Productions, LLC. Confirms That The Equipment Is Returned In The Condition
Required Herein. If Rhythm Tech Productions, LLC. Delivered The Equipment To Customer, Customer Shall Notify Rhythm
Tech Productions, LLC. That The Equipment Is Ready To Be Picked Up At The Site Address. Provided Customer Remains
Liable For Any Loos Of Damage To The Equipment Until Rhythm Tech Productions, LLC. Confirms That The Equipment Is
Returned In The Condition Required Herein. Customer Will Not Be Charged The Rental Charges From The Date Of The
Pick Up.
10. DEFAULT: Customer Shall Be In Default If Customer: (A) Fails To Pay When Due; (B) Breaches Any Provision Of This
Contract; (C) Becomes A Debtor In A Bankruptcy Proceeding, Or Goes Into Receivership; (D) Places The Equipment At Risk
If Rhythm Tech Productions, LLC., In Good Faith, Deems Itself Insecure; (E) Fails To Return Equipment Immediately Upon
Rhythm Tech Productions, LLC. ’S Demand; Or (F) Is In Default Under Any Other Contract With Rhythm Tech Productions,
LLC. If A Customer Default Occurs, Rhythm Tech Productions, LLC. Shall Have, In Addition To All Rights And Remedies At
Law Or In Equity, The Right To Repossess The Equipment Without Judicial Process Or Prior Notice. Customer Shall Pay All
Of Rhythm Tech Productions, LLC.’S Costs, Including Reasonable Costs Of Collection, Court Costs And Attorney’s Fees,
Incurred In Exercising Any Of Its Rights Or Remedies Herein. The Use Of False Identification To Obtain Equipment Or The
Failure To Return Equipment By The End Of The Rental Period May Be Considered Theft, Subject To Criminal Prosecution
And Civil Liability Where Permitted, Pursuant To Applicable Laws. Rhythm Tech Productions, LLC. Shall Not Be Liable Due
To Seizure Of Equipment By Order Of Governmental Authority. Customer Waives Any Right Of Action Against Rhythm
Tech Productions, LLC. For Such Repossessio n.
11. LIMITATION OF LIABILITY: In Consideration Of The Rental Of The Equipment, Customer Agrees That Rhythm
Tech Productions, LLC.’S Liability Under This Contract, Including Any Liability Arising From Rhythm Tech Productions,
LLC.’S Or Any Third Party’s Comparative, Concurrent, Contributory, Passive Or Active Neglige nce Or That Arises As A
Result Of Any Struck Or Absolute Liability, Shall Not Exceed The Total Rental Charges Paid By Customer Under This
Contract.
12. JURY TRIAL: Waiver To The Extent Permitted By Law, In Any Action To Enforce Or Interpret This Contract, The
Parties Hereby Knowingly, Voluntarily And Intentionally Waive Any Right To A Trial By Jury, This Waiver Being A
Material Inducement To Entering Into This Contract.
13. MISCELLANEOUS: If This Contract Identifies Any Equipment That Is To Be Purchased By Customer, Rhythm Tech
Productions, LLC. Sells And Delivers Such Equipment To Customer On An “As Is, Where Is” Basis, With All Faults And
Without Any Warranties (Other Than Manufacturer Warranties, If Any) In Consideration For Customer’s Payment To Rhythm
Tech Productions, LLC. Of the Full Purchase Price Of The Equipment. Rhythm Tech Productions, LLC. Retains Title To The
Equipment Until Customer Has Paid In Full. This Contract, Together With Any Customer Executed Credit Application,
Constitutes The Entire Agreement Of The Parties Regarding The Equipment And May Not Be Modified Except By Written
Amendment Signed By The Parties. The Parties Expressly And Irrevocably Agree: (A) This Contract Including Any
Related Tort Claims Shall Be Governed By The Laws Of The State Of California, Without Regard To Any Conflicts Of Law
Principles; And (B), If Any Provisi on Of This Contract Is Prohibited By Any Law, Such Provision Shall Survive The
Termination Of This Contract. This Contract And All Of Customer’s Rights In And To The Equipment Are Subordinate To All
Rights, Title And Interest Of All Persons (Including Rhythm Tech Productions, LLC.’S Lenders) Who Have Rights In The
Equipment. Headings Are For Convenience Only. A Photo Or Email Copy Of This Contract Shall Be Valid As The Original.
Any Failure By Rhythm Tech Productions, LLC. To Insist Upon Strict Performance Of Any Provision Of This Contract Shall
Not Be Construed As A Waiver Of The Right To Demand Strict Performance In The Future. Customer And The Person
Signing This Contract Represent That: (I) They Both Have Full Authority To Execute, Deliver And Perform This Contract;
And (Ii) This Contract Constitutes A Legal, Valid And Binding Obligation Of Customer, Enforceable In Accordance With Its
Terms.
*By signing below, you acknowledge receipt and are in agreeance to the terms & conditions for Rhythm Tech Productions, LLC.
Company/Name &Title of person signing
Signature
Date PO# if required