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HomeMy WebLinkAboutNorth Coast Repertory Theatre; 2019-05-03;AGREEMENT FOR PERFORMING ARTS CAMP SERVICES THE NORTH COAST REPERTORY THEATRE :! ,.__£) T IS AGREEMENT is made and entered into as of the --~~----day of _ ___,.!~...µ....o.....is,,...,._ __ , 2019, by and between the CITY OF CARLSBAD, a municipal it "), and THE NORTH COAST REPERTORY THEATRE, a nonprofit corporation, RECITALS City requires the professional services of a theatre company that is experienced in children's theatre instruction and production. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of 6 (six) months from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be all inclusive Flat Fee in the amount of five thousand five hundred dollars ($5,500) plus City of Carlsbad business license expenses related to this specific performance in the amount not to exceed four dollars ($4) for a total not- to-exceed fee of five thousand, five hundred four dollars ($5,504.00). A deposit of two thousand, five hundred dollars ($2,500) will be paid out June 1, 2019 and the remaining three thousand, four dollars ($3,004) will be paid on the last day of summer camp. This all-inclusive Flat Fee will include any cost associated with the legal rights to the music that will be used to perform Schoolhouse Rock for the Final Performance. The fee(s) due to the Contractor including the deposit, may, at City's sole discretion, be reduced on a pro-rata basis by the value of the services(s) not performed. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. City Attorney Approved Version 6/12/18 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Richard Schultz Title Cultural Arts Manager Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2086 For Contractor Name Ben Cole Director of Theatre School and Title Outreach Address 987 Lomas Santa Fe Drive D Solana Beach, CA 92075 Phone No. 858-481-1055 Email ben@northcoastrep.org Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 2 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes D No ■ 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ 3 City Attorney Approved Version 6/12/18 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR EelA... Cele./p;"ft.h-o~ EJ""cc.-J. ;o" (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~H~~fzufcI 9~ Library & Cultural Arts Director By: l J _ ATTEST: !Kt?½ \Ja4)(b.,~ f!m zrt:M , (sign here) . ~BARA ENGLESON ~~'--; l_/5e~v~/;'_r7~/rr:_1a_n_a __ j_• ~-1J---D_, re.~?ity Clerk (print name/title) cr If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By As!1L~arney City Attorney Approved Version 6/12/18 4 EXHIBIT "A" SCOPE OF SERVICES 1. Contractor's Contact Information Ben Cole, Director of Theatre School Education & Outreach North Coast Repertory Theatre 987 Lomas Santa Fe Drive D Solana Beach, CA 92075 Email: ben@northcoastrep.org Phone #: 858-481-1055 2. Event Details Contractor will provide a one ( 1) week program of theatre classes, rehearsals and preparation for a production involving a summer camp for up to 30 participants. The week will culminate in thirty (30) minutes to a one (1) hour long theatre production involving the participants as performers and friends and families as audience members. The participants will be performing Schoolhouse Rock as a Final Performance on July 26, 2019. The City will provide the following facilities; Carlsbad City Library, Ruby G. Schulman Auditorium and the Gowland Meeting Room located at 1775 Dove Lane, Carlsbad CA 92011 for the program. The City will provide access to the venues from 8:30 a.m. to 4:30 p.m. Contractor will produce one final program camp participants on Friday, July 26, 2019 at 2:30 p.m. in the Schulman Auditorium. Contractor will provide programming from Monday, July 22 to Friday, July 26, 2019 from 9 a.m. to 4 p.m. 3. Services A. Contractor shall provide • a musical theatre production for up to thirty (30) camp participants. For each day of camp (Monday-Friday, 9:00a.m. to 4:00 p.m.), North Coast Repertory Theatre will teach theater classes, exercises and activities that will culminate in a thirty (30) minutes to a one (1) hour duration theatre production involving the participants as performers and friends and families as audience members for a Final Performance on the last day of the Performing Arts Camp (July 26, 2019). The Final Performance production will be: Schoolhouse Rock. Every camp participant will perform in this ensemble production. • a North Coast Repertory T-Shirt for each of the thirty (3) camp participants. • an outline and or curriculum for the week of July 22 to 26, 2019 to the City (Cultural Arts Office) by June 10, 2019. • availability to meet with Cultural Arts Staff for two (2) dates preceding the Performing Arts Camp. The first meeting will be approximately sixty (60) days prior (end of May 2019) to the start date and then again at thirty days prior (end of June 2019) to the start date (July 22, 2019). • availability to meet with the Cultural Arts Staff within two weeks of the Final Performance date (July 26, 2019). City Attorney Approved Version 6/12/18 5 B. City shall provide • registration and enrollment processes for camp participants through software CivicRec. • one (1) On-site Coordinator to check students in and out each day and function as a Front of the House Manager during the Final Performance. • one (1) Theatre Instructor who will act as a Stage Manager to assist in coordinating participants for the Final Performance and to aid in classroom management and help with daily activities leading up to the Final Performance. • two (2) Summer Arts Staff members to help monitor participants during lunch/breaks and to help as needed. • one (1) Tech Staff member to work one-half day (4 hours) on Wednesday, July 24, 2019 and two full days (8 hours each) on Thursday and Friday, July 25-26, 2019 to help with any lighting and sound options as needed for the Final Performance and any rehearsals leading up to the afore mentioned dates. • daily lunch for two (2) Contractor's staff (Monday-Friday, July 22-26, 2019) for a staff of two (2) people at a time to be determined. Lunch will consist of a protein, side dish and beverage. • a sound amplification system that is in good working order and capable of conforming to the size of the audience, acoustics of the Venue Site and producing quality sound reproduction for the duration of the Performing Arts Camp and the Final Performance. • stage lighting that is in good working order and capable of conforming to the size of the audience, Venue Site and the needs of the Production. 4. Invoicing / Payment All invoices shall be submitted to City's Cultural Arts Manager Richard Schultz or Community Arts Coordinator Laurette Garner and shall be sufficiently detailed to include related activities and costs. Final invoice approval will be completed by City's Library & Cultural Arts Director or designee. 5. Additional Details A. Publicity The Contractor may provide publicity and promotional materials to City for advertising the Performing Arts Camp and Final Performance. The Contractor represents and warrants that City may use all promotional materials received from the Contractor to promote the Performing Arts Summer Camp and Final Performance in all advertising media, including without limitation, print, TV, radio, Internet, etc., without being in violation of any third party intellectual property rights. City reserves the right to photograph during the Performing Arts Summer Camp and Final Performance for the purpose of publicizing, advertising, or promoting the City of Carlsbad and/or programs (collectively "Usage"). The Contractor waives the right to any fees, royalties, or control, now or in the future, and the Contractor grants full permission for the use of the Contractor's image, including without limitations, name, likeness, and biography related City's Usage. The Contractor will relinquish any right that the Contractor may have to examine or approve the completed product or products or the advertising copy or printed matter that may be used in conjunction therewith or the use City Attorney Approved Version 6/12/18 6 to which it may be applied, including in all media now in existence or may come into existence in the future. B. City AudioNideo Recording City reserves the right to audio and/or video record any lecture, reading or performance; including live streaming the event to any location(s) owned and/or controlled by the City. City may retain the recording in its files and online and may replay the recordings for its employees, and may make excerpts available for public viewing on the City's YouTube channel and other social media platforms. C. Performance Content The Contractor represents and warrants that its educational activities and Final Performance in all aspects (including any sheet music, lyrics or script as may be desired or required by City) will not violate any copyright, and that all necessary approvals to perform copyrighted works have been obtained. The Contractor agrees to indemnify, defend and save harmless the City against any copyright claim, demand, liability or expense caused by or arising out of its educational activities and Final Performance. The Contractor shall be solely responsible for the content of the Performing Arts Camp and Final Performance. D. Subject Matter The Contractor agrees to refrain from presenting or performing material that is derogatory or critical of the City, contains sexually explicit actions or gestures, expletives and/or other obscenities, or contains racial slurs or is otherwise derogatory of any race, religion, sexual orientation, age or national origin. Should such material be presented or performed, City, in its sole discretion, may immediately terminate the contract. In the event City terminates the contract because of violation of this paragraph, City shall not be liable to the Contractor for the balance owed under this Agreement and all monies paid to the Contractor shall be full and complete payment of the Contractor's services. In the event of this occurrence, City shall not be deemed to be in breach of this agreement E. Production Rights The Contractor agrees that the right to produce the event(s) which are the subject matter of this Agreement belongs solely to the City and the Contractor has no right to independently produce or sell rights of any kind to this event. Further, the Contractor agrees that the Educational Provider will not acquire any independent, individual or joint rights with the City to the event(s) which are the subject matter of this Agreement. The Parties agree that this event(s) is a "work for hire" business arrangement under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other applicable law. City Attorney Approved Version 6/12/18 7 NORTCOA-07 NBORDEN ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 04/09/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 j2~!~CT San Diego-Alliant Insurance Services, Inc. FitJ8,Nrio, Ext): (619) 238-1828 j FAX 701 B St 6th Fl (A/C, No):(619) 699-2100 San Diego, CA 92101 ~#DA~~SS: INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Non Profits' Insurance Alliance of California 00000 INSURED INSURER B: North Coast Repertory Theatre INSURER C: 987 Lomas Santa Fe Drive Suite D INSURER D: Solana Beach, CA 92075 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- 11Nf: TYPE OF INSURANCE ~.£.Pk SJJ9J; POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE [K] OCCUR ~~~~~'?]9E~~~~r?ence' 500,000 X 201811082 06/01/2018 06/01/2019 $ MED EXP /Anv one oerson\ $ 20,000 ~ 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 HN'LAGGREGATE LIMIT APPLIES PER _GENERAL AGGREGATE $ POLICY □ m?r □ LOC ~ODUCTS -COMP/OP AGG $ 2,000,000 OTHER. $ ✓ A c~TOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accident\ $ 1,000,000 ~ ANY AUTO 201811082 06/01/2018 06/01/2019 BODILY INJURY /Per oersonl $ ~------~ OWNED SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY /Per accident! $ ~-~L'tlb°s ONLY ~ ~8ro~1mi~ Fte9~&:~Je~t?AMAGE $ $ ~ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATIJTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYE' $ ~~;~~ftr~t~ ofoPERATIONS below EL DISEASE -POLICY LIMIT $ A Director's & Officer 201811082DONPO 06/01/2018 06/01/2019 Aggregate 1,000,000 ./ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more apace Is requlre'8 City of Carlsbad, Library & Cultural Arts Department is Additional Insured with respect to General Liability for the ngoing and Completed Operations of the named insured as required by written contract. See forms attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Library & Cultural Arts Department 1775 Dove Lane Carlsbad, CA 92011 AUTHORIZED REPRESENTATIVE ~MJW I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2018-11082 I Named Insured: North Coast Repertory Theatre COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization that you are required to All insured premises and operations. add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 2 of 2 POLICY NUMBER: 2018-11082 Named Insured: North Coast Repertory Theatre COMMERCIAL GENERAL LIABILITY CG20370413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required to All insured premises and operations. add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1