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HomeMy WebLinkAboutC-2760This Agreement is made and entered into by and between City of Hope, a California public benefit corporation ( "City of Hope "), and City of Arcadia, a charter city organized under the Constitution and laws of the State of California (hereinafter referred to as "Service Provider "), and is effective as of the later date of the signatures below (the "Effective Date "). 1. Scope of Work: Under the terms of this Agreement, Service Provider will provide the services listed below at the 2012 Walk for Hope Los Angeles to be held at City of Hope in Duarte, CA on Sunday, November 4, 2012 at lam (the `Event "): On Sunday, November 4, 2012, the City of Hope will host their annual "Walk for Hope" event and will be utilizing the Santa Anita Race Track for participant parking. It is expected that 5,000 to 8,000 people will be parking in Lot 6 of the Santa Anita Race Track property. The officers assigned to this detail will work pedestrian and vehicular traffic control to ensure safety and flow of public traffic, via the signal boxes at the Santa Anita Race Track to Lot 6 during the event times. All of the above services shall be referred to hereinafter as the "Services." Service Provider will receive the approval of M before (i) taking any action that would commit City of Hope to expend resources, incur obligations or execute contracts in connection with any of the above activities or (ii) using the City of Hope name or logo in any form. 2. Compensation: City of Hope agrees to pay Service Provider $101.00 per hour, per officer as full compensation for the Services. Service Provider shall invoice City of Hope for all Services rendered under this Agreement and shall submit adequate documentation with all such invoices. City of Hope shall pay such fees within [thirty (30)] days of receipt of any such invoice. 3. Term of Agreement: The term of this Agreement is from the date that Service Provider executes this Agreement through and including the date of the Event. Sections 6 and 7 will survive any termination of this Agreement. 4. Termination: City of Hope shall have the right to terminate this Agreement for its convenience at any time during the course of performance by written notice. Upon receipt of any tennination notice, Service Provider shall immediately discontinue services on the date and to the extent specified in the notice, and collect and deliver to City of Hope whatever work product then exists in the manner requested by City of Hope. 5. Independent Contractor: The relationship between Service Provider and City of Hope created hereby is intended to be that of independent contractor and not that of employer /employee or principal /agent. Service Provider shall be responsible for providing, at Service Provider's expense and in Service Provider's name, all disability, workers' compensation or other insurance, including insurance coverage for injury or loss suffered by Service Provider or its agents while performing the Services herein. Service Provider is solely COH COC 03.29.12 EVENT SERVICE PROVIDER AGREEMENT responsible for withholding and paying any and all federal, state, and local taxes, social security payments, and any other taxes or payments which may be due incident to payments made by City of Hope for services rendered under this Agreement. 6. Tax Obligations: City of Hope shall not withhold from Service Provider's compensation taxes or any amounts that would normally be withheld from an employee's pay. Service Provider is solely responsible for and shall pay, when and as due, any and all taxes incurred as a result of Service Provider's compensation, including estimated taxes, and shall provide City of Hope with proof of payment on demand. Service Provider hereby agrees to indemnify City of Hope for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City of Hope arising out of Service Provider's breach of this section. 7. Indemnification: Service Provider shall and does hereby indemnify, defend and hold harmless City of Hope, and City of Hope's officers, directors, employees, and agents from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs, that City of Hope may incur or suffer and that result from, or are related to (i) any negligent or wrongful conduct or failure by Service Provider or its employees or agents; (ii) breach of this Agreement by Service Provider or its employees or agents; and (iii) failure to comply with applicable laws, rules or regulations by Service Provider or its employees or agents. 8. Insurance: Service Provider further agrees to maintain a policy of general liability insurance in the minimum amount of $1,000,000 to cover any negligent acts committed by Service Provider or Service Provider's employees or agents (if any) during the performance of the Services. 9. Service Provider's Qualifications. Service Provider represents that Service Provider has the qualifications and ability to perform the services in a professional manner, without the advice, control or day -to -day supervision of City of Hope. Service Provider shall be solely responsible for the professional performance of the services and shall have discretion and control of the manner in which the services are performed. Service Provider further represents that Service Provider has and maintains all requisite licenses or permits usual or necessary for performing the Services. Service Provider shall comply with all City of Hope policies and procedures applicable to vendors, including without limitation, the False Claims Act policy, available on City of Hope's website or upon request. 10. Assignment and Amendments: Neither party shall assign the whole or part of this Agreement without the other party's prior written consent. This Agreement constitutes the entire agreement between the parties, and any amendment or modification must be in writing and signed by both parties. 11. Publicity: You will not have the right to identify City of Hope as a customer, client or employer or otherwise use the name, logos or trademarks of City of Hope or of City of Hope's affiliates without City of Hope's prior written consent, in City of Hope's sole discretion. 12. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of California. COH COC 03.29.12 EVENT SERVICE PROVIDER AGREEMENT City of Hope is committed to diversity and strives to hire, develop and retain a workforce that reflects the community that we serve and in which we work. We require those providing service to City of Hope to prohibit discrimination on the basis of any protected characteristic in accordance with applicable laws, and we encourage them to promote diversity as we do to support our important goal. Megyn Byrnes City of Hope COH COC 03.29.12 EVENT SERVICE PROVIDER AGREEMENT 3 Dominic Lazzaretto City of Arcadia By: , Dominic azzaretto Title: City Manager Date: C2Cgtg5f Ez 2,S j City of Hope is committed to diversity and strives to hire, develop and retain a workforce that reflects the community that we serve and in which we work. We require those providing service to City of Hope to prohibit discrimination on the basis of any protected characteristic in accordance with applicable laws, and we encourage them to promote diversity as we do to support our important goal. Megyn Byrnes City of Hope By: Megyn Byrnes Title: Director of National Events Date: COH COC 03.29.12 EVENT SERVICE PROVIDER AGREEMENT 3 Dominic Lazzaretto City of Arcadia