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2300 - VOCO Media - Co-promoting of the Moon FestivalAgreement for Services and Co -Promotion of the City of Rosemead Moon Festival Celebration This agreement ("Agreement") is entered into by and between the City of Rosemead, California, a municipal corporation and general law city ("City"), and VOCO Media Inc. ("VOCO") 18401 Arenth Ave., Unit C, City of Industry, CA 91748. VOCO agrees to jointly host and co -organize the City of Rosemead Moon Festival ("Festival") pursuant to the terms and conditions set forth in this Agreement: TERM This Agreement shall commence on July 1, 2024 and shall remain and continue in effect until October 31, 2024 allowing for one event to be co — hosted by the City and produced by VOCO in 2024. 11. FESTIVAL OPERATIONAL CHARACTERISTICS The Festival shall be held for the purpose of entertaining residents of the City and of surrounding communities through a traditional celebration of the traditional Chinese Moon or Mid -Autumn Festival. The Festival shall be identified, in English, on all promotional and advertising media as the "City of Rosemead Moon Festival." A. DATE The Festival shall be held from 2:30 p.m. to 11:00 p.m. on Saturday, September 14, 2024. B. LOCATION The Festival shall be held on Valley Boulevard from Ivar Avenue to Walnut Grove Avenue in Rosemead. VOCO shall be responsible for obtaining any approvals or permits, except as specifically set forth herein, and for paying any affiliated fees necessary to hold the Festival or any portion of the Festival on Valley Boulevard. Such approvals/permits shall be attached hereto and incorporated by reference. C. NATURE OF FESTIVAL The Festival shall be an outdoor, public, free, multi -cultural festival featuring live stage entertainment, children's activities, and up to 150 vendor booths as described in Proposal to the City of Rosemead (Exhibit B). The festival shall be open to the public from 2:30 p.m. to 11:00 p.m., and festival vendors may be on the event site from Saturday, September 14, 10:00 a.m. to Sunday, September 15, 12:00 a.m. for the purpose of setting up and cleaning up their vendor sites. VOCO and their subcontractors may be on the site from Friday, September 13, 11:00 p.m. through Sunday, September 15, 4:00 a.m. as necessary for the purpose of set up, operation, and clean-up of the Festival. VOCO shall have sole responsibility for these activities and the activities of all Festival vendors. D. CITY AND VOCO MEDIA RELATIONSHIP The relationship between the City and VOCO is that of an independent contractor. VOCO shall supply all personnel, equipment, materials and supplies at its own expense, except as specifically set forth herein. VOCO shall not be deemed to be, nor shall it represent itself as, an employee, partner, orjoint venture of the City. No employee or officer of the City shall supervise VOCO. VOCO is not entitled to worker's compensation benefits and is obligated to directly pay federal and state income tax on money earned under this Contract. E.UQ ALITY VOCO agrees that it shall perform all said services and supply the necessary materials to the entire satisfaction of the City. All material, supplies, and equipment used and all labor performed shall be subject to the inspection and approval or rejection of the City. The City hereby reserves the right to decide all questions arising as to the proper performance of said services, and as to the quality of the materials used. In the event that the City shall determine that the services are not being performed in accordance with the terms of this Contract, or, if the services be wholly, or in part, negligently, or improperly performed, then written notice of such defect or defects shall be given to VOCO. F. TERMINATION OF AGREEMENT Right to Terminate. The City may terminate this agreement at any time for any reason or no reason. If the City elects to terminate the Agreement, the City shall provide VOCO with at least 90 business days of advance notice. VOCO may terminate this agreement at any time for any reason or no reason, after giving written notice to City at least ninety (90) calendar days before the termination is to be effective. III. VOCO MEDIA RESPONSIBILITIES VOCO is responsible for all promotional and operational activities relating to the Festival. Specifically, VOCO shall bear full responsibility to prepare for, publicize, obtain all permits for, and host the Festival on the scheduled date as described and required by this Agreement. This includes but is not limited to obtaining all applicable permits and licenses from the City of Rosemead for event operations, all applicable permits from the Los Angeles County Health Department for operation of the vendor booths on the date of the event, and maintenance and cleaning of the location site post event all at VOCO's sole expense. A. MARKETING AND PUBLICITY VOCO shall create an advertising and marketing plan, such plan shall be subject to City approval and shall be implemented by VOCO. VOCO and the City Parks and Recreation Department staff will meet by July 20, 2024 to coordinate marketing efforts. The City must approve all marketing materials prior to their distribution. All forms of Event signage, marketing materials, and associated advertising shall be produced in English and Mandarin Chinese and shall recognize the Moon Festival as a City of Rosemead event. B. SUPERVISION OF EMPLOYEES AND VOLUNTEERS VOCO is responsible for the conduct of its employees, agents, guests and volunteers at all times while using the Festival location. All employees, agents, guests, and volunteers of VOCO, must act and conduct themselves in a courteous and considerate manner while in the Festival location, and abide by all applicable laws, ordinances, and Rules and Regulations. C. COMPLIANCE WITH LAWS VOCO agrees to produce, operate, and manage the Festival in accordance with all applicable state and local laws and regulations; including but not limited to obtaining the required permits and approvals for such use. IV. COST ESTIMATE AND FEES A. COST ESTIMATE PROVIDED BY VOCO MEDIA Based on the estimated costs of stage rental, booth rental, performer fees, sanitation rentals and fees, City permit and licensing fees, administrative and public safety costs, public health authorities, VOCO employee overtime, subcontractor costs, full -force of approximately two (2) months of marketing and promotions, insurance, and contingencies, VOCO estimates that the total cost of the Festival will be $206,000. B. FINANCIAL RECORDS The City has a responsibility to the community to ensure that monies raised in the name of a City event are professionally managed and reflect the goals of the event. To that end, within thirty (30) days of the event, VOCO shall provide the City, for its review, financial records that follow standard accounting practices including but not limited to actual expense by category and final gross/net revenue totals by category. C. FEES City shall pay VOCO a total of $14,000 of the estimated cost of the event. This amount will be paid in two separate installments. $12,000 will be paid prior to the event taking place no later than August 1, 2024. The remaining $2,000 balance will only be released if the entire event site (after event concludes) is returned to the condition in which the City provided it. City staff and VOCO shall walk the site together at 10:00 a.m. on Sunday, September 15. If in the City's sole reasonable determination, the site is returned to its prior condition, will the $2,000 be released. If the City must use its own forces to restore the site to its prior condition, the City shall deduct actual staff costs incurred from the $2,000 and release any remaining amounts to VOCO. In addition, pursuant to Resolution 2018-24 which permits the waiver of fees for events being conducted in conjunction with the City, the City agrees to waive the following fees for services: 1. City of Rosemead event administration (including acquisition of LA County Fire Department event permit): $4,750 2. City of Rosemead Planning Fees: - City Encroachment Permit: $4750 - Business License Outdoor Festival: $532 - Event Permit: $250 - Peddler Fees ($31 per vendor) 3. City of Rosemead Public Safety Department, LASD personnel for event security: $5,000 4. Contract for Traffic Control Plan: $5,000 5. Contract for street closure services: $1,400 6. City of Rosemead Public Works personnel installation of VOCO provided, in accordance with City specifications, light pole banners (20): $1,200 7. Contract with Republic Services to provide two (2) trash dumpsters and fifty (100) trash boxes. 8. Contract with Athens Services for street sweeping along Valley Boulevard following the Festival. VOCO shall bear all other estimated Festival costs. D. Losses or Gains The parties acknowledge and agree that VOCO will absorb any loss or gain from the Festival on its own, including but not limited to any loss stemming from the Festival costs exceeding the VOCO Estimated Cost. This means at the end of the Festival, neither party shall owe any amount of money to the other party. V. CITY ASSISTANCE The City will provide at its sole discretion and at no cost to VOCO, some advertising for the Festival through the City's social media applications, City website, and electronic marquee. City will assist in neighborhood distribution of flyers as provided by VOCO. VI. CITY MANAGEMENT AND OVERSIGHT The City shall be represented for purposes of this Agreement by the City Manager or their designee. The City shall have the right to review and approve all products and services (including event vendors and performers) recommended by VOCO for inclusion in the Festival, but not the authority to oversee the actual operation of the Festival. VOCO will reserve three (3) vendor booths to be operated by the City or Rosemead non-profit organizations for event participation as vendors. Participation shall be at no cost to the City or the non-profit organizations. City will be solely responsible to identify participating non-profit organizations. Should City not identify three (3) appropriate non-profit organizations by or before August 30, 2024, City shall notify VOCO Media of the total number of booths needed and VOCO Media have the right to arrange for commercial vendors for any of the remaining booths. City will conduct a pre -event and post -event walk-through/inspection of the Festival site with VOCO. Failure of VOCO to participate in either walk- through/inspection constitutes a waiver of any objection to the City's characterization of any damage or cleanup as having been caused by the Festival, and of any objection to the City's costs or estimated costs of the work based on any assertion that the VOCO could have completed the work less expensively, so long as the City's costs were reasonably based on demonstrated actual staff, supplies and materials. VOCO agrees to ensure all items sold by vendors are appropriate to be included in a family event. This includes but is not limited to all merchandise and miscellaneous items sold by VOCO contracted vendors. VOCO agrees to limit the sale of chbu doufu or "Stinky Tofu" to two (2) vendors; who shall be positioned away from the main entertainment stage. VOCO agrees to pay the City for its costs to repair or replace any damaged structures, equipment, facilities, trees, landscaping, sidewalks, curbs, and streets in areas occupied by the Festival damaged through any act or omission of VOCO, VOCO's agents or subcontractors, Festival vendors, or persons attending the Festival. VOCO agrees, in accordance with the National Pollutant Discharge Elimination System (NPDES), to mitigate, at its own cost, any pollutants or hazardous materials released into storm drains, catch basins, or on City streets in areas occupied by the Festival through any act or omission of VOCO, VOCO's agents, subcontractors, Festival vendors, or persons attending the Festival. VII. INDEMNIFICATION A. Indemnification VOCO shall indemnify, defend, and hold harmless the City, and its officers, employees, and agents ("City indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable attorney's fees.and costs of litigation ("claims"), arising out of the VOCO's performance of its obligations under this agreement or out of the operations conducted by VOCO Media, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VOCO Media's performance of this agreement the VOCO shall provide a defense to the City indemnitees or at the City's option reimburse the City indemnitees their costs of defense, including reasonable attorney's fees, incurred in defense of such claims. C. Additional Indemnification Provisions VOCO agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of VOCO in the performance of this agreement and vendors. In the event VOCO fails to obtain such indemnity obligations from others as required here, VOCO agrees to be fully responsible according to the terms of this section. 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 here is binding on the successors, assigns or heirs of VOCO and shall survive the termination of this agreement or this section. VII. INSURANCE VOCO shall maintain prior to the beginning of the Festival and for the duration of this Agreement insurance coverage as identified in the Certificates of Insurance, attached hereto as Exhibit A and incorporated herein as part of this Agreement. Any change of carrier or policy limits shall require the approval of the City, which shall not be unreasonably withheld. The merchants attendingthe event shall be responsible for their own property insurance to cover their personal property carried onto the event premises for their commercial benefits. VOCO shall inform the merchants about this requirement before the event and shall keep copies of the insurance forms provided to VOCO for review by the City in the City's sole discretion. IX. APPLICABLE LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California. In the case of conflict and/or dispute between the parties to this Agreement, both parties shall attempt to resolve problems in good faith and an amicable manner. If the parties are unable to resolve a dispute, jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the federal, state or local courts within the County of Los Angeles, State of California. X. REPRESENTATION The persons executing this Agreement on behalf of City and VOCO warrant and represent that he/she has the authority to execute this Agreement on behalf of the City and VOCO and has the authority to bind each to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SIGNATURES ON FOLLOWING PAGE) CITY OF ROSEMEAD Ertckaidernaj d ,-GitY Clerk Approv sto Form* Rachel Richman, City Attorney BY: I J. " Melissa Lee, CEO, VOCO Media Inc. (TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL REQUIRED for Corporation BY: / `4 Sau Kit Cheung, President, VOCO Media Inc. ren INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Vendor will maintain insurance in conformance with the requirements set forth below. Vendor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Vendor agrees to amend, supplement or endorse the existing coverage to do so. Vendor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Vendor shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $2,000,000 combined single limit per accident. If Vendor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Vendor or Vendor employees will use personal autos in any way on this project, Vendor shall provide evidence of personal auto liability coverage for each such person. Workers' compensation insurance. Vendor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $2,000,000). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Vendor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. General conditions pertaining to provision of insurance coverage by Vendor. Vendor and City agree to the following with respect to insurance provided by Vendor: 1. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. 2. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3. All insurance coverage and limits provided by Vendor 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 the 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 Vendor or subvendors. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Vendor 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 insurance. Vendor shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 8. Notice of cancellation. Vendor agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Vendor's insurers are unwilling to provide such notice, then Vendor shall have the responsibility of notifying the Agency immediately in the event of Vendor's failure to renew any of the required insurance coverages or insurer's cancellation or non- renewal. 9. Primary/non-contributing. Coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. 10. Pass through clause. Vendor agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Vendor (hereinafter collectively "subcontractor'), provide the same minimum insurance coverage and endorsements required of Vendor. Vendor 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. However, in the event Vendor's subcontractor cannot comply with this requirement, which proof must be submitted to the City, Vendor shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the Vendor, but in all other terms consistent with the Vendor's requirements under this agreement. This provision does not relieve the Vendor of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Vendor with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Vendor under this agreement given the limited scope of work or services provided by the subcontractor. Vendor agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to City for review. 11. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Vendor's compensation. 13. 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. 14. Enforcement of contract provisions (non estoppel). Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 15. Vendor 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 or not 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. 16. Duration of coverage. Vendor shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Vendor, their agents, representatives, employees, or subconsultants. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Vendor under this agreement. Vendor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements not limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 19. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Vendor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. 20. The requirements in this Section 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 Section. 21. Vendor 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 Vendor 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. 22. Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. ® A� o CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 4/25/2024 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(les) 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 Amity &Elite Insurance Services 2227 W Valley Blvd Alhambra, CA 91803 NAME Shawn Ngo PHONE .826.286-2226 FAC 626-288-2022 ac No: no ne33: ga@aeinsure.com INSURERS AFFORDING COVERAGE NAICO INSURERA: Fireman's Fund Insurance Company 21873 INSURED VOCO MEDIA INC. 18401 Arenth Avenue City of Industry , CA 91748 INSURER B: AXIS Insurance Company 37273 INSURERC: INSURER D: 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. INSR LTR TYPE OF INSURANCE alsoADD S n POLICY NUMBER M DDYEFF MWDDPOLICEXP LIMITS A a/ COMMERCIALGENERA. LIABILITY CLAIMS -MADE Z OCCUR ✓ UST022072230 NAEP117695 9/14/2024 9/16/2024 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 500,000 PREMISES $ MEDICAL EXPENSE $ 10,000 V Hngt iquor Liability PERSONAL S ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMPIOP AGO $ 2,000,000 POLICY [7] PET [:]LOC OTHER: A AUTOMOBILELIABILITY NAEP117695 9/14/2024 9/16/2024 COMBINED SINGLE LIMIT $ 2,000,000 BODILY INJURY (Per perwn) S ANY AUTO BODILY INJURY (Per amidart) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIREDNON-0WNED AUTOS ONLY �_ AUTOS ONLY PROPERTY DAMAGE $ Per accident $ UMBRELLA LNBOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS UAB CLAIMS -MADE DED RETENTIONS s WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNEWEXECUTIVE R STATUTE Eµ E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE $ OFFICERIMEMBEREXCLUDEDi ❑ (Mandatory in NH) NIA E.L. DISEASE- POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below A A Care Custody Control Liability Contractual LiabilityUST022072230 UST022072230 9/14/2024 09/15/2024 9/16/2024 $50,000 Included DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Romana Schedule, may be adached if mora space Is required) Additional Insured: Additional Insured: City of Rosemead, Its officers, employees and agents c .n. ncra CANCELLATION .Cr rrrr V1 Imo, City of Rosemead, Its officers, employees and agents SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 8838 East Valley Blvd AUTHORMED REPRESENTATIVE Robert V. Nuccio C. (.eL...L J. �C.� Rosemead, CA 91770 ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Certificate Number: NAEP117695 Policy Number: UST022072230 Effective Dates: 9/14/2024 12:01am to 9/16/2024 12:01am Additional Insured - Person, Organization or other Entity 600002STEP 09 12 Policy Amendment(s) Commercial General Liability This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part Schedule Name of Additional Insured Person(s) or Organization(s) or other Entity(tes) City of Rosemead, Its officers, employees and agents Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II - Who Is An Insured is amended to include as an insured the person, organization or other entity shown in the Schedule above but only to the extent that bodily injury, property damage or personal and advertising injury is caused by the sole negligence of the Memorandum of Insurance holder. Any Additional Insured Person(s) or Organization(s) or other Entity(ies) covered under this policy is subject to the policy forms, terms, conditions, exclusions, limitations and provisions. This Endorsement is otherwise subject to all the terms, conditions, exclusions, limitations, and provisions of the policy to which it is attached. This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secretary 600002STEP9-12 C 2012 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. President Agreement for Services and Co -Promotion of the City of Rosemead Moon Festival Celebration This agreement ("Agreement") is entered into by and between the City of Rosemead, California, a municipal corporation and general law city ("City"), and VOCO Media ("VOCO Media") 18401 Arenth Ave., Unit C, City of Industry, CA 91748. The VOCO Media agree to jointly host and co -organize the City of Rosemead Moon Festival ("Festival") pursuant to the terms and conditions set forth in this Agreement: I. TERM This Agreement shall commence on July 1, 2023 and shall remain and continue in effect until October 31, 2023 allowing for one event to be co — hosted by the City and produced by VOCO Media in 2023. II. FESTIVAL OPERATIONAL CHARACTERISTICS The Festival shall be held for the purpose of entertaining residents of the City and of surrounding communities through a traditional celebration of the traditional Chinese Moon or Mid -Autumn Festival. The Festival shall be identified, in English, on all promotional and advertising media as the "City of Rosemead Moon Festival." A. DATE The Festival shall be held from 3:30 p.m. to 11:00 p.m. on Saturday, September 23, 2023. B. LOCATION The Festival shall be held on Valley Boulevard from Ivar Avenue to Walnut Grove Avenue in Rosemead. VOCO Media shall be responsible for obtaining any approvals or permits, except as specifically set forth herein, and for paying any affiliated fees necessary to hold the Festival or any portion of the Festival on Valley Boulevard. Such approvals/permits shall be attached hereto and incorporated by reference. C. NATURE OF FESTIVAL The Festival shall be an outdoor, public, free, multi -cultural festival featuring live stage entertainment, children's activities, and up to 150 vendor booths as described in Proposal to the City of Rosemead (Exhibit B). The festival shall be open to the public from 3:30 p.m. to 11:00 p.m., and festival vendors may be on the event site from Saturday, September 23, 10:00 a.m. to Sunday, September 24, 12:00 a.m. for the purpose of setting up and cleaning up their vendor sites. VOCO Media and his subcontractors may be on the site from Friday, September 22, 11:00 p.m. through Sunday, September 24, 4:00 a.m. as necessary for the purpose of set up, operation, and clean-up of the Festival. VOCO Media shall have sole responsibility for these activities and the activities of all Festival vendors. D. CITY AND VOCO MEDIA RELATIONSHIP The relationship between the City and VOCO Media is that of an independent contractor. VOCO Media shall supply all personnel, equipment, materials and supplies at its own expense, except as specifically set forth herein. VOCO Media shall not be deemed to be, nor shall it represent itself as, an employee, partner, or joint venture of the City. No employee or officer of the City shall supervise VOCO Media. VOCO Media is not entitled to worker's compensation benefits and is obligated to directly pay federal and state income tax on money earned under this Contract. E.UQ ALITY VOCO Media agrees that it shall perform all said services and supply the necessary materials to the entire satisfaction of the City. All material, supplies, and equipment used and all labor performed shall be subject to the inspection and approval or rejection of the City. The City hereby reserves the right to decide all questions arising as to the proper performance of said services, and as to the quality of the materials used. In the event that the City shall determine that the services are not being performed in accordance with the terms of this Contract, or, if the services be wholly, or in part, negligently, or improperly performed, then written notice of such defect or defects shall be given to VOCO Media. F. TERMINATION OF AGREEMENT Right to Terminate. The City may terminate this agreement at any time for any reason or no reason. If the City elects to terminate the Agreement, the City shall provide VOCO Media with at least 90 business days of advance notice. VOCO Media may terminate this agreement at any time for any reason or no reason, after giving written notice to City at least ninety (90) calendar days before the termination is to be effective. 111. VOCO MEDIA RESPONSIBILITIES VOCO Media is responsible for all promotional and operational activities relating to the Festival. Specifically, VOCO Media shall bear full responsibility to prepare for, publicize, obtain all permits for, and host the Festival on the scheduled date as described and required by this Agreement. This includes but is not limited to obtaining all applicable permits and licenses from the City of Rosemead for event operations, all applicable permits from the Los Angeles County Health Department for operation of the vendor booths on the date of the event, and maintenance and cleaning of the location site post event all at VOCO Media's sole expense. A. MARKETING AND PUBLICITY VOCO Media shall create an advertising and marketing plan, such plan shall be subject to City approval and shall be implemented by VOCO Media. VOCO Media and the City Parks and Recreation Department staff will meet by July 20, 2023 to coordinate marketing efforts. The City must approve all marketing materials prior to their distribution. All forms of Event signage, marketing materials, and associated advertising shall be produced in English and Mandarin Chinese and shall recognize the Moon Festival as a City of Rosemead event. B. SUPERVISION OF EMPLOYEES AND VOLUNTEERS VOCO Media is responsible for the conduct of its employees, agents, guests and volunteers at all times while using the Festival location. All employees, agents, guests, and volunteers of VOCO Media, must act and conduct themselves in a courteous and considerate manner while in the Festival location, and abide by all applicable laws, ordinances, and Rules and Regulations. C. COMPLIANCE WITH LAWS VOCO Media agrees to produce, operate, and manage the Festival in accordance with all applicable state and local laws and regulations; including but not limited to obtaining the required permits and approvals for such use. IV. COST ESTIMATE AND FEES A. COST ESTIMATE PROVIDED BY VOCO MEDIA Based on the estimated costs of stage rental, booth rental, performer fees, sanitation rentals and fees, City permit and licensing fees, administrative and public safety costs, public health authorities, VOCO Media employee overtime, subcontractor costs, full -force of approximately two (2) months of marketing and promotions, insurance, and contingencies, VOCO Media estimates that the total cost of the Festival will be $195,500. B. FINANCIAL RECORDS The City has a responsibility to the community to ensure that monies raised in the name of a City event are professionally managed and reflect the goals of the event. To that end, within thirty (30) days of the event, VOCO Media shall provide the City, for its review, financial records that follow standard accounting practices including but not limited to actual expense by category and final gross/net revenue totals by category. C. FEES City shall pay VOCO Media a total of $12,000 of the estimated cost of the event. This amount will be paid in two separate installments. $10,000 will be paid prior to the event taking place no later than August 1, 2023. The remaining $2,000 balance will only be released if the entire event site (after event concludes) is returned to the condition in which the City provided it. City staff and VOCO Media shall walk the site together at 10:00 a.m. on Sunday, September 24. If in the City's sole reasonable determination, the site is returned to its prior condition, will the $2,000 be released. If the City must use its own forces to restore the site to its prior condition, the City shall deduct actual staff costs incurred from the $2,000 and release any remaining amounts to VOCO Media. In addition, pursuant to Resolution 2018-24 which permits the waiver of fees for events being conducted in conjunction with the City, the City agrees to waive the following fees for services: 1. City of Rosemead event administration (including acquisition of LA County Fire Department event permit): $4,750 2. City of Rosemead Planning Fees: - City Encroachment Permit: $4750 - Business License Outdoor Festival: $532 - Event Permit: $250 - Peddler Fees ($31 per vendor) 3. City of Rosemead Public Safety Department, LASD personnel for event security: $5,000 4. Contract for Traffic Control Plan: $5,000 5. Contract for street closure services: $1,400 6. City of Rosemead Public Works personnel installation of VOCO Media provided, in accordance with City specifications, light pole banners (20): $1,200 7. Contract with Republic Services to provide two (2) trash dumpsters and fifty (100) trash boxes. 8. Contract with Athens Services for street sweeping along Valley Boulevard following the Festival. VOCO Media shall bear all other estimated Festival costs. D. Losses or Gains The parties acknowledge and agree that VOCO Media will absorb any loss or gain from the Festival on its own, including but not limited to any loss stemming from the Festival costs exceeding the VOCO Media Estimated Cost. This means at the end of the Festival, neither party shall owe any amount of money to the other party. V. CITY ASSISTANCE The City will provide at its sole discretion and at no cost to VOCO Media, some advertising for the Festival through the City's social media applications, City website, and electronic marquee. City will assist in neighborhood distribution of flyers as provided by VOCO Media. VI. CITY MANAGEMENT AND OVERSIGHT The City shall be represented for purposes of this Agreement by the City Manager or their designee. The City shall have the right to review and approve all products and services (including event vendors and performers) recommended by VOCO Media for inclusion in the Festival, but not the authority to oversee the actual operation of the Festival. VOCO Media will reserve three (3) vendor booths to be operated by the City or Rosemead non- profit organizations for event participation as vendors. Participation shall be at no cost to the City or the non-profit organizations. City will be solely responsible to identify participating non-profit organizations. Should City not identifythree (3) appropriate non-profit organizations by or before July 30, 2020, City shall notify VOCO Media of the total number of booths needed and VOCO Media have the right to arrange for commercial vendors for any of the remaining booths. City will conduct a pre -event and post -event walk-through/inspection of the Festival site with VOCO Media. Failure of VOCO Media to participate in eitherwalk- through/inspection constitutes a waiver of any objection to the City's characterization of any damage or cleanup as having been caused by the Festival, and of any objection to the City's costs or estimated costs of the work based on any assertion that the VOCO Media could have completed the work less expensively, so long as the City's costs were reasonably based on demonstrated actual staff, supplies and materials. VOCO Media agrees to ensure all items sold by vendors are appropriate to be included in a family event. This includes but is not limited to all merchandise and miscellaneous items sold by VOCO Media contracted vendors. VOCO Media agrees to limit the sale of chou doufu or "Stinky Tofu" to two (2) vendors; who shall be positioned away from the main entertainment stage. VOCO Media agrees to pay the City for its costs to repair or replace any damaged structures, equipment, facilities, trees, landscaping, sidewalks, curbs, and streets in areas occupied by the Festival damaged through any act or omission of VOCO Media, VOCO Media 's agents or subcontractors, Festival vendors, or persons attending the Festival. VOCO Media agrees, in accordance with the National Pollutant Discharge Elimination System (NPDES), to mitigate, at its own cost, any pollutants or hazardous materials released into storm drains, catch basins, or on City streets in areas occupied by the Festival through any act or omission of VOCO Media, VOCO Media's agents, subcontractors, Festival vendors, or persons attending the Festival. VII. INDEMNIFICATION A. Indemnification VOCO Media shall indemnify, defend, and hold harmless the City, and its officers, employees, and agents ("City indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable attorney's fees and costs of litigation ("claims'), arising out of the VOCO Media's performance of its obligations under this agreement or out of the operations conducted by VOCO Media, including the City's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VOCO Media's performance of this agreement the VOCO Media shall provide a defense to the City indemnitees or at the City's option reimburse the City indemnitees their costs of defense, including reasonable attorney's fees, incurred in defense of such claims. C. Additional Indemnification Provisions VOCO Media agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of VOCO Media in the performance of this agreement and vendors. In the event VOCO Media fails to obtain such indemnity obligations from others as required here, VOCO Media agrees to be fully responsible according to the terms of this section. 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 here is binding on the successors, assigns or heirs of VOCO Media and shall survive the termination of this agreement or this section. VII. INSURANCE VOCO Media shall maintain prior to the beginning of the Festival and for the duration of this Agreement insurance coverage as identified in the Certificates of Insurance, attached hereto as Exhibit A and incorporated herein as part of this Agreement. Any change of carrier or policy limits shall require the approval of the City, which shall not be unreasonably withheld. The merchants attending the event shall be responsible for their own property insurance to cover their personal property carried onto the event premises for their commercial benefits. VOCO Media shall inform the merchants about this requirement before the event and shall keep copies of the insurance forms provided to VOCO Media for review by the City in the City's sole discretion. IX. APPLICABLE LAW AND DISPUTE RESOLUTION X. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California. In the case of conflict and/or dispute between the parties to this Agreement, both parties shall attempt to resolve problems in good faith and an amicable manner. If the parties are unable to resolve a dispute, jurisdiction and venue of all matters relating to this Agreement shall be vested exclusively in the federal, state or local courts within the County of Los Angeles, State of California. The persons executing this Agreement on behalf of City and VOCO Media warrant and represent that he/she has the authority to execute this Agreement on behalf of the City and VOCO Media and has the authority to bind each to the performance of its obligations hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SIGNATURES ON FOLLOWING PAGE) CITY OF ROSEMEAD By: Ben Kim, City Man ger Attest: Ericka Hernandez, City Clerk Ap ved as to 5 r Rachel Richman, City Attorney a Lora Lee BY: M ISw Lee (May 9,20D 17:24 PDT Melissa Lee, CEO, VOCO Media (TWO SIGNATURES, CEO, President, Vice President, or Secretary, AND CORPORATE SEAL REQUIRED for Corporation faii.F' � ayi BY: sa » Ch 1M 10 311:45 POT) Sau Kit Cheung, President, VOCO Media EXHIBIT A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Vendor will maintain insurance in conformance with the requirements set forth below. Vendor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Vendor agrees to amend, supplement or endorse the existing coverage to do so. Vendor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Vendor shall provide the following types and amounts of insurance: Commercial General Liability Insurance: Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $2,000,000 combined single limit per accident. If Vendor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Vendor or Vendor employees will use personal autos in any way on this project, Vendor shall provide evidence of personal auto liability coverage for each such person. Workers' compensation insurance. Vendor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $2,000,000). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Vendor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: • A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policies shall "follow form" to the underlying primary policies. • Insureds under primary policies shall also be insureds under the umbrella or excess policies. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. General conditions pertaining to provision of insurance coverage by Vendor. Vendor and City agree to the following with respect to insurance provided by Vendor: 1. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. 2. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants. 3. All insurance coverage and limits provided by Vendor 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 the 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 Vendor or subvendors. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Vendor 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 insurance. Vendor shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 8. Notice of cancellation. Vendor agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Vendor's insurers are unwilling to provide such notice, then Vendor shall have the responsibility of notifying the Agency immediately in the event of Vendor's failure to renew any of the required insurance coverages or insurer's cancellation or non- renewal. 9. Primary/non-contributing. Coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect it as a named insured. 10. Pass through clause. Vendor agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Vendor (hereinafter collectively "subcontractor"), provide the same minimum insurance coverage and endorsements required of Vendor. Vendor 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. However, in the event Vendor's subcontractor cannot comply with this requirement, which proof must be submitted to the City, Vendor shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor's scope of work and services, with limits less than required of the Vendor, but in all other terms consistent with the Vendor's requirements under this agreement. This provision does not relieve the Vendor of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Vendor with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Vendor under this agreement given the limited scope of work or services provided by the subcontractor. Vendor agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to City for review. 11. Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Vendor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Vendor, the City and Vendor may renegotiate Vendor's compensation. 13. 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. 14. Enforcement of contract provisions (non estoppel). Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non- compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 15. Vendor 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 or not 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. 16. Duration of coverage. Vendor shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Vendor, their agents, representatives, employees, or subconsultants. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Vendor under this agreement. Vendor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements not limiting: Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 19. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Vendor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions. 20. The requirements in this Section 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 Section. 21. Vendor 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 Vendor 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. 22. Vendor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Vendor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. Agreement for Services 2023 - Final Final Audit Report 2023-05-10 Created: 2023-05-09 By: Thomas Boecking (tboecking@cityofrosemead.org) Status: Signed Transaction ID: CBJCHBCAABAAHN9FzZe9WzAMCgs6ICMo9ByVszyYb8oU "Agreement for Services 2023 - Final" History Document created by Thomas Boecking (tboecking@cityofrosemead.org) 2023-05-09 - 11:46:57 PM GMT- IP address: 64.60.168.162 P4 Document emailed to melissalee@vocofm.com for signature 2023-05-09 - 11:50:05 PM GMT 15 Email viewed by melissalee@vocofm.com 2023-05-10 - 0:23:55 AM GMT- IP address: 47.152.16.128 do Signer melissalee@vocofm.com entered name at signing as Melissa Lee 2023-05-10 - 0:24:44 AM GMT- IP address: 47.152.16.128 d© Document e -signed by Melissa Lee (melissalee@vocofm.com) Signature Date: 2023-05-10 - 0:24:46 AM GMT - Time Source: server- IP address: 47.152.16.128 24 Document emailed to gordoncheung@vocofm.com for signature 2023-05-10 - 0:24:47 AM GMT Email viewed by gordoncheung@vocofm.com 2023-05-10 - 6:44:53 PM GMT- IP address: 47.152.16.128 b© Signer gordoncheung@vocofm.com entered name at signing as SauKitCheung 2023-05-10 - 6:45:23 PM GMT- IP address: 47.152.16.128 dp Document e -signed by SauKitCheung (gordoncheung@vocofm.com) Signature Date: 2023-05-10 - 6:45:25 PM GMT - Time Source: server- IP address: 47.152.16.128 Agreement completed. 2023-05-10 - 6:45:25 PM GMT 0 Adobe Acrobat Sign