2018-19 EcoHero Show - education recycling assemblies at LQ schoolsta 0aiAra
— GE\4 nfdw DESERT —
MEMORANDUM
TO: Gil Villalpando, Assistant to the City Manager
FROM: Mike Rodriguez, Management Analyst
DATE: November 16, 2018
RE: EcoHero Show, LLC
Attached for your signature is the agreement with EcoHero Show LLC, to perform
education recycling assemblies " The EcoHero Show" at a maximum of (3) schools in
La Quinta and (1) Boys and Girls program with up to two performances per school.
Agreement will be valid from July 1, 2018 to June 30, 2019.
Please sign the attached agreement(s) and return to the City Clerk for processing and
distribution.
Requesting department shall check and attach the items below as g9gropriate:
_X_ Contract payments will be charged to account number.
_X_ Amount of Agreement, Amendment, Change Order, etc.: $4,500.00
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or _ reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upan:
N/A Approved by the City Council on
_X Director's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of
$5,001 to $50,000 during the initial term
I
N/A Sole Source Vendor: provides GIs software that enables staff to access GIS data supplied by County
The following required documents are attached to the agreement:
Insurance certificates as required by the agreement (approved by Risk Manager on W-L '�1 date)
N/A Performance bonds as required by the agreement (originals) HI w
N/A City of Lu Quinlu Business License number
_X_ Requisition prepared for a Purchase Order (amounts over $5,000)
_X_ A copy of this Cover Memo has been emailed to Finance (Claudia)
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GEM of the DESERT
CITY OF LA QUINTA
SHORT -FORM SERVICES AGREEMENT
($25,000 OR LESS)
1. PARTIES AND DATE. This Agreement is made and entered into this first day of July,
2018, ("Effective Date") by and between the City of La Quinta, a Municipal Corporation and
Charter City organized under the Constitution and laws of the State of California with its
principal place of business at 78-495 Calle Tampico, La Quinta, CA ("City") and The
EcoHero Show, LLC, with its principal place of business at 2012 W. Alluvial, Fresno, CA
93711, ("Vendor"). City and Vendor are sometimes individually referred to as "Party" and
collectively as "Parties" in this Agreement.
2. TERMS AND CONDITIONS. The Parties shall comply with the terms and conditions in the
attached Exhibit "A."
3. SCOPE AND SCHEDULE OF SERVICES. Vendor shall provide to City the services pursuant
to the date(s) and schedule(s) described in accordance with the schedule set forth in
Exhibit "B."
4. TERM. The term of this Agreement shall be from July 1, 2018 to June 30, 2019,
unless earlier terminated as set forth in the attached Terms and Conditions. This
{ Agreement may not extend beyond a period of five (5) years, unless under th—e-City's Fiscal
Policies and Procedures this Agreement is exempt from the five (5) year limitation.
5. COMPENSATION. Vendor shall receive compensation for services rendered under this
Agreement at the rates and schedule set forth in the attached Exhibit "C" but in no event
shall Vendor's compensation exceed Four Thousand Five Hundred Dollars ($4,500.00) per
fiscal year (July 1 to June 30) without written amendment.
6. FORCE MAJEURE. The time period specified for performance of the services rendered
pursuant to this Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Vendor including, but not
restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency
other than City, and unusually severe weather, if Vendor shall within ten (10) days of the
commencement of such delay notify the City in writing of the causes of the delay. The City
shall ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in their judgment such delay is
justified, and the City's determination shall be final and conclusive upon the parties to this
Agreement. Extensions to time periods for performance of services, which are determined
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by the City to be justified pursuant to this Section, shall not entitle the Vendor to additional
compensation unless City expressly agrees to an increase in writing.
7. INSURANCE. In accordance with Section 4 of Exhibit "A," Vendor shall, at its expense,
procure and maintain for the duration of the Agreement such insurance policies as checked
below and provide proof of such insurance policies to the City. Vendor shall obtain
policy endorsements on Commercial General Liability Insurance that name
Additional Insureds as follows: The City of La Quinta, its officers, officials,
employees and agents.
Commercial General Liability Insurance:
® $1,000,000 per occurrence/$2,000,000 aggregate OR
❑ $2,000,000 per occurrence/$4,000,000 aggregate.
® Additional Insured Endorsement naming City of La Quinta (above)
® Primary and Non -Contributory Endorsement
Automobile Liability:
® $1,000,000 combined single limit for bodily injury and property damage.
Workers' Compensation:
® Statutory Limits / Employer's Liability $1,000,000 per accident or disease.
® Workers' Compensation Endorsement with Waiver of Subrogation
Professional Liability (Errors and Omissions):
❑ Errors and Omissions liability insurance with a limit of not less than
$1,000,000
per claim.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed on the day and year first above written.
CITY OF LA QUINTA a California municipal corporation
CITY OF LA QUINTA
GilbertVillalpando
Assistant to the City Manager
Required for over $5,000:
By:
DEPARTMENT DI RECTOR/MANAGER
IIAPPROVED AS TO FORM:
[iC�Ir r r�
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
By:
The EcoHero Show
VENDOR NAME
Brett Edwards, CEO
OWNER/OFFICER NAME
OWNER/OFFICER TITLE
By:
OWNER/OFFICER NAME
OWNER/OFFICER TITLE
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
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EXHIBIT "A"
TERMS AND CONDITIONS
1. Compensation. Vendor shall be paid on a
time and materials or lump sum basis, as may
be set forth in Exhibit "C", within 30 days of
completion of the Work and approval by the
City.
2. Compliance with Law. Vendor shall comply
with all applicable laws and regulations of the
federal, state and local government. Vendor
shall assist the City, as requested, in obtaining
and maintaining all permits required of Vendor
by Federal, State and local regulatory
agencies. Vendor is responsible for all costs of
clean up and/or removal of hazardous and
toxic substances spilled as a result of his or her
Work.
3. Standard of Care. The Vendor shall
perform the Work in accordance with generally
accepted professional practices and principles
and in a manner consistent with the level of
care and skill ordinarily exercised by members
of the profession practicing under similar
conditions.
4. Insurance. The Vendor shall take out and
maintain, during the performance of all work
under this Agreement: A. Commercial General
Liability Insurance in the amounts specified in
Section 7 of the Agreement for bodily injury,
personal injury and property damage, at least
as broad as Insurance Services Office
Commercial General Liability coverage
(Occurrence Form CG 0001), and if no amount
is selected in Section 7 of the Agreement, the
amounts shall be $1,000,000 per
occurrence/$2,000,000 aggregate; B.
Automobile Liability Insurance for bodily injury
and property damage including coverage for
owned, non -owned and hired vehicles, of at
least $1,000,000 per accident for bodily injury
and property damage, at least as broad as
Insurance Services Office Form Number CA
0001 (ed. 6/92) covering automobile liability,
Code 1 (any auto); C. Workers'
Compensation in compliance with applicable
statutory requirements and Employer's Liability
Coverage of at least $1,000,000 per accident
or disease. Vendor shall also submit to City a
waiver of Subrogation endorsement in favor of
city, and D. Professional Liability (Errors and
Omissions) coverage, if checked in section 7 of
the Agreement, with a limit not less than
$1,000,000 per claim and which shall be
26529 00000\9101737,2 A-1
endorsed to include contractual liability.
Insurance carriers shall be authorized by the
Department of Insurance, State of California,
to do business in California and maintain an
agent for process within the state. Such
insurance carrier shall have not less than an
"A"; "Class VII" according to the latest Best
Key Rating unless otherwise approved by the
City.
5. Indemnification. The Vendor shall
indemnify and hold harmless the City, its
Council, members of the Council, agents and
employees of the City, against any and all
claims, liabilities, expenses or damages,
including responsible attorneys' fees, for injury
or death of any person, or damage to property,
or interference with use of property, or any
claim of the Vendor or subcontractor for wages
or benefits which arise in connection with the
performance of this Agreement, except to the
extent caused or resulting from the active
negligence or willful misconduct of the City, its
Council, members of the Council, agents and
employees of the City. The foregoing
indemnity includes, but is not limited to, the
cost of prosecuting or defending such action
with legal counsel acceptable to the City and
the City's attorneys' fees incurred in such an
action.
6. Laws and Venue. This Agreement shall be
interpreted in accordance with the laws of the
State of California. If any action is brought to
interpret or enforce any term of this
Agreement, the action shall be brought in a
state or federal court situated in the County of
Riverside, State of California.
7. Termination. The City may terminate the
services procured under this Agreement by
giving 10 calendar days written notice to
Vendor. In such event, the City shall be
immediately given title and possession to any
original field notes, drawings and
specifications, written reports and other
documents produced or developed for the
services. The City shall pay Vendor the
reasonable value of services completed prior to
termination, The City shall not be liable for
any costs other than the charges or portions
thereof which are specified herein. Vendor
shall not be entitled to payment for
unperformed services, and shall not be entitled
to damages or compensation for termination of
work. Vendor may terminate its obligation to
provide services under this Agreement upon 30
calendar days' written notice to the City only in
the event of City's failure to perform in
accordance with the terms of this Agreement
through no fault of Vendor.
8. Agreement Terms. Nothing herein shall be
construed to give any rights or benefits to
anyone other than the City and the Vendor.
The unenforceability, invalidity or illegality of
any provision(s) of this Agreement shall not
render the other provisions unenforceable,
invalid or illegal. Notice may be given or
delivered by depositing the same in any United
States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to the
parties to the addresses set forth in the
26529 00000\910 173 7 2 A-2
Agreement. Vendor shall not assign, sublet, or
transfer this Agreement or any rights under or
interest in this Agreement without the written
consent of the City, which may be withheld for
any reason. Vendor is retained as an
independent contractor and is not an employee
of the City. No employee or agent of Vendor
shall become an employee of the City. The
individuals signing this Agreement represent
that they have the authority to sign on behalf
of the parties and bind the parties to this
Agreement. This is an integrated Agreement
representing the entire understanding of the
parties as to those matters contained herein,
and supersedes and cancels any prior oral or
written understanding or representations with
respect to matters covered hereunder. This
Agreement may not be modified or altered
except in writing signed by both parties hereto.
EXHIBIT "B"
SCOPE AND SCHEDULE OF SERVICES
Specific Services: Contractor agrees to:
Perform Educational Recycling Assembly "The EcoHero Show' at a maximum of (3) schools in La
Quinta and (1) Boys and Girls program with up to two performances per school.
Schedule performances with all schools by phone or email and provide written confirmations to the
schools and the City of La Quinta.
Method of Performing Services: Section 3.02. Contractor will determine the method, details, and
means of performing the above -described services. Client shall have no right to, and shall not, control the
manner or determine the method of accomplishing Contractor's services_
Employment of Assistants: Section 3.03. Contractor may, at the Contractor's own expense, employ
such assistants as Contractor deems necessary to perform the services required of Contractor by this
agreement. Client may not control, direct, or supervise Contractor's assistants or employees in the
performance of those services. Contractor assumes full and sole responsibility for payment of all
compensation and expenses of these assistants for all state and federal income tax, Workers'
Compensation unemployment insurance, Social Security, disability insurance, and other applicable
withholdings.
Place of Work: Section 3.04. Contractor shall perform the services required by this agreement at
any _place or location and at such tunes as Contractor shall determine; -provided that -work performed
on Client property must be performed with minimum disruption to Client operations.
*For purposes of this exhibit, "Contractor" means "Vendor" and "Client" means "City"
as those terms are defined in the Short -Form Services Agreement.
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EXHIBIT "C"
COMPENSATION FOR SERVICES
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor:
($850) per school for a maximum of (3) elementary schools in La Quinta and (1) Boys and Girls program
In addition to the cost above, the performer will be reimbursed the CA mileage reimbursement at $0.545
a mile from Venice, CA to La Quinta and Back
Invoices: Contractor shall submit invoices for all services rendered.
Date for Payment of Compensation: Contractor shall be paid for services rendered hereunder
no later than thirty (30) days from the date of delivery of Contractor's invoice to Client's Finance
Department via client.
Expenses: Contractor shall be responsible for all costs and expenses incident to the performance
of services for Client, including, but not limited to, all costs of equipment provided by Contractor; all
fees, fines, licenses, bonds, or taxes required of or imposed against Contractor; and all other of
Contractor's costs of doing business. Client shall be responsible for no expenses incurred by
Contractor in performing services for Client.
*For purposes of this exhibit, "Contractor" means "Vendor" and "Client" means "City"
as those terms are defined in the Short -Form Services Agreement.
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