Loading...
HomeMy WebLinkAboutRob Hagey Productions Inc; 2007-05-31;AMENDMENT NO. ONE TO EXTEND AND AMEND AGREEMENT FOR SERVICES TO PRODUCE 2008 TGIF JAZZ IN THE PARKS CONCERT SERIES ROB HAGEY PRODUCTIONS, INC. Amendment No.1 is entered into and effective as of the <- day of . extending and amending the agreement dated May 31, 2007, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Rob Hagey Productions, Inc., (herein referred to as "Producer") (collectively, the "Parties") for concert production services. RECITALS A. On May 31, 2007, the Parties executed the original Agreement for concert production services; and B. The Parties desire to extend the Agreement for a period of six (6) months; and C. The Parties desire to alter the scope of work in the Agreement's "Producer's Obligations" section as follows: Producer will produce ten (10) concerts for the City: four at Stagecoach Park, on June 20, June 27, July 4, and July 11; three at Poinsettia Park, on July 18, July 25, and August 1; and three at Calavera Hills Park, on August 8, August 15, and August 22; all in 2008; and D. The Parties have negotiated and desire to amend Agreement's "Fees Paid to Producer" section as follows: The total fee payable shall be $55,000. No other compensation for services will be allowed. Fees will be payable as follows: First Payment $ 35,000. May 1,2008 Second Payment $ 10,000. July 8,2008 Final Payment $ 10,000. August 15,2008 NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of six months ending on November 30, 2008 for a total not-to-exceed price of fifty-five thousand dollars ($55,000). 2. City will pay Contractor for all work associated with those services described in Agreement's "Producer's Obligations" and in Recitals A, B, C, and D of this Amendment No. One. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a corporation c/f the State .of, QE ticipal OBGONZMfZ Comn*Hon# 1462718 NoHoyMtfc -Cdtomta Son Dtogo County My CorrmEjipKeiMoy 1.2010 City Clerk If required by City, a attached. If a Corporatil tarial acknowledgment of execution by contractor must be ri, Agteiement 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: RONALD BrBAJJ., City Attorney Ax^y ^ By: _ 7epTJty~City Attorney City Attorney Approved Version #05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On DaTe personally appeared before me, Here Insert Name and Title of the Officer ,Name(s) of Signer(s) 1JOSE OOW1I7 Commission * Notofv PuMc - COBwnta f son Diego Co** I My Co", n. Eg*a» May 1.201 Of who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hano\and official seal. Signature _ OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. iture of Notary Public Description of Attached Document Title or Type of Document: Document Date: (W< 4a Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: U Individual [J CorporateQfficer — Title(s): U Partner — D LirfWed D General n Attorney in Fact D Trustee D Guardian or Conservator 3 Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:, *M Number of Pages:. Signer's Name: U Individual U Corporate Officer — Title(s): D Partner —"RlLimited L1 General D Attorney in Fact- Ll Trustee U Guardian or Conservafc! D Other: Signer Is Representing:, RIGHT THUMBPRINT OF SIGNER Top of thumb here x \ ©2007 National Notary Association• 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402• www.NationalNotary.org Item #5907 Reorder: CallToll-Free 1 -800-876-6827 AGREEMENT FOR SERVICES TO PRODUCE 2007 TGIF JAZZ IN THE PARKS CONCERT SERIES ROB HAGEY PRODUCTIONS, INC. THIS AGREEMENT, made and entered into as of the ^"51 day of ^OT\Cl>y. 2007, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" and ROB HAGEY PRODUCTIONS, INC., hereinafter referred to as "Producer". RECITALS City requires the services of a producer to assist with the presentation of the 2007 TGIF Jazz in the Parks Concert Series; and Producer possesses the necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Producer agrees as follows: 1. PRODUCER'S OBLIGATIONS Within a wide range of music in the categories of jazz and jazz-roots, Producer will confirm contracted services by ten music ensembles in a variety of musical styles. Producer will contract performers, and provide final list of groups, biographies and publicity information (including photographs) on the musicians to the City no later than April 15, 2007. Producer will produce ten (10) concerts for the City: four at Stagecoach Park, on June 22, June 29, July 6, and July 13; two at Poinsettia Park on July 20 and July 27; two at Pine Park on August 3 and August 10; and two at Calavera Hills Park on August 17 and August 24. The musicians will play from 6:00 to 8:00 p.m. If a concert has to be canceled due to bad weather, it will be rescheduled at a date mutually agreed upon by City and Producer. Producer will perform all advance services, including, but not limited to transportation, lodging, and backline equipment as Producer shall negotiate with performers. Payment for all advance services agreed between Producer and performers will be the responsibility of the Producer. Producer will provide adequate and appropriate sound system and operation equipment including delay stacks, suitable for the varying needs of the four concert sites (Stagecoach Park, Poinsettia Park, Pine Park, and Calavera Hills Park). Producer will provide adequate and appropriate sound engineer personnel to conduct all sound services necessary to the satisfactory presentation of concerts. Said personnel will demonstrate capabilities to coordinate site requirements with City staff; perform all concert set-ups and break-downs of musical and sound equipment; and provide a cooler of non-alcoholic beverages for performers at each concert. Producer will hold all required publishing rights for music performance. Producer will perform all required taxation of paid performers' fees. Producer will ensure performers do not invite concert attendees to dance on stage during their performance. 2. CITY'S OBLIGATIONS The City sponsors the event and will provide publicity, coordinate event plans with the Community Services Department, Engineering and Police Departments, and provide staff at each concert to coordinate with Producer on event management. 3. FEES PAID TO PRODUCER The total fee payable shall be $50,000. No other compensation for services will be allowed. First Payment $ 35,000. May 1,2007 Second Payment $ 7,500. July 10,2007 Final Payment $ 7,500. August 17,2007 4. STATUS OF THE PRODUCER Producer shall perform the services provided for herein in Producer's own way as an independent contractor and in pursuit of Producer's independent calling, and not as an employee of the City. Producer shall be under control of the City only as to the result to be accomplished, but shall consult with the City as provided for in the request for proposal. The Producer is an independent contractor of the City. The payment made to the Producer pursuant to the contract shall be the full and complete compensation to which the Producer is entitled. The City shall not make any federal or state tax withholdings on behalf of the Producer. The City shall not be required to pay any workers' compensation insurance on behalf of the Producer. The Producer agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, or workers' compensation payment, which the City may be required to make on behalf of the Producer or any employee of the Producer for work done under this agreement. The Producer shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Agreement. 5. DURATION OF CONTRACT This Agreement shall be for a term of one year from the above date. This Agreement may be extended, by written amendment for one additional year period, based upon satisfactory performance of Producer and the City's needs. 6. HOLD HARMLESS AGREEMENT With respect to any liability, including but not limited to claims asserted, any legal theory(ies) advanced or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Producer, or the Producer's employees, agents, and officers, arising out of any services performed under this Agreement, Producer agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, and employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Producer, its employees, agents or officers, or any third party. The Producer's duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. The Producer agrees to pay any and all costs, including reasonable attorney fees, the City incurs enforcing the indemnity and defense provisions set forth in this section or Section 7 below. 7. INTELLECTUAL PROPERTY WARRANTY AND INDEMNIFICATION Producer represents and warrants that Producer holds or will hold all required intellectual property rights, whether said right or rights originate in copyright, trademark patent or other intellectual property right ("Rights"), provided under and pursuant to this Agreement are either original, not encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If any Rights related to the subject matter of this Agreement becomes the subject of a claim, suit or allegation of copyright, trademark or patent infringement, Producer further agrees to indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages of any type alleging or threatening that the performer's performance or Rights provided pursuant to this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Producer receives payment under this Agreement, City may, upon written notice to Producer, withhold some or all of such payment. 8. ASSIGNMENT OF CONTRACT The Producer shall not assign the obligations under this Agreement, whether by express assignment or by sale of the company, nor any monies due or to become due, without the City's prior written approval. Any assignment in violation of this paragraph shall constitute a Default and is grounds for immediate termination of this Agreement, at the sole discretion of the City. In no event shall any putative assignment create a contractual relationship between the City and any putative assignee. 9. SUBCONTRACTING If the Producer shall subcontract any of the work to be performed under this Agreement by the Producer, Producer shall be fully responsible to the City for the acts and omissions of persons directly employed by Producer. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor of the Producer and the City. The Producer shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Producer's work unless specifically noted to in the subcontractor agreement in question and approved in writing by the City. 10. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the City, either before, during or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained nor entitle the Producer to any additional payment whatsoever under the terms of this Agreement. 11. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraphs 6 and 7 above, all terms, conditions, and provisions hereof shall insure to and bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 12. PRODUCTION RIGHTS The Producer agrees that the right to produce "TGIF Jazz in the Parks" belongs to the City and Producer has no right to independently produce or sell rights of any kind to this event. Further, Producer agrees that Producer will not acquire any independent, individual or joint rights with the City to "TGIF Jazz in the Parks" concerts or concert series. 13. INSURANCE Producer is required to show proof of general liability insurance to the City before commencement of work in the performance of the Agreement, in a minimum amount of one million dollars, to be kept in full force and effect during the term of this Agreement. City shall be named as an additional insured by endorsement. 14. ACCOUNTING RECORDS Producer shall maintain complete and accurate records in accordance with generally accepted accounting practices in the industry. Producer shall make available to the City for review and audit, upon request all concert related accounting records and documents, and any other financial data. Upon City's request, Producer shall submit exact duplicates of originals of all requested records to the City. 15. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. Executed by Producer this y day of JU\ x-y 2007. T PRODUCER: ROBHAGEY Rob Hagey Productions, Inc. Date: CITY OF CARLSBAD, a municipal Corporation of the State of California By:^ LISATflLDABRAND Assistant City Manager Date: IZABEIA MAZUREK Commission #1667285 Notary Public - California San Diego County My Comm. Expires May 16,2010 ATTEST: c-( oy' o)" (ChalrYrftffif^re^enT'oV' vice^prisfdenr^nd secretary, issistanrsecretary, assistant treasurer must sign for corporations. Otherwise, the corporation must .,,_ .^ resolution certified by the secretary or assistant secretary under corporate se^T ^ empowering the officer(s) signing to bind the corporation.) '' APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney (Proper notary acknowledgement of signature execution by PRODUCER must be attached) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of personally appeared Name Ind Title of Officer (e.g., "Jane Doe, No^ry Public") ame{s) of Signer(s) IZABELA MAZUREK L Commission* 1667285 T Notary Public - California $ San Diego County r My Comm. Expires May 16.201 Of Place Notary Seal Above D personally known to me 6r proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS (my, hand and official seal. Signatun OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the documen and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date:. Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Criatsworth, CA 91313-2402 Item No. 5907 v609 Reorder: Call Toll-Free 1-800-876-6827