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HomeMy WebLinkAbout25C - AGMT WITH SOCAL RIDES FOR CARNIVAL SERVICESREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 3, 2020 TITLE: APPROVE AN AGREEMENT WITH SO CAL RIDES, LLC. FOR CARNIVAL SERVICES AT CITY EVENTS FOR AN AMOUNT PAYABLE TO THE CITY OF 25 PERCENT OF GROSS SALES (30 PERCENT FOR ADVANCE SALES) WITH FUNDS TO BE DEPOSITED IN THE GENERAL FUND /s/Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with So Cal Rides, LLC for carnival services at City events for an amount payable to the City of 25 percent of gross sales (30 percent for advance sales) for the period March 20, 2020 to March 2, 2023 with funds to be deposited in the General Fund, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On November 7, 2019, the City of Santa Ana issued Request for Proposal (RFP) Number 19-113 for various special event services. The RFP supports the Parks, Recreation, and Community Services Agency (PRCSA) efforts to bring together many elements needed to provide multiple city -produced events throughout the year. An evaluation committee consisting of representatives from PRCSA reviewed and rated the proposals according to the criteria listed in the RFP, which includes firm/team experience, references/relevant experience, manner for performing services and fees. The results of the RFP evaluation included the City receiving two proposals, one of which was non -responsive. The committee evaluated the one responsive proposal and determined the company is qualified to provide carnival services. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT The Agreement includes So Cal Rides paying the City 25 percent of gross sales earned at each event and 30 percent of gross sales earned from advance purchases. Funds will be deposited in the following account for the specified years: 25C-1 Agreement with So Cal Rides, LLC for Carnival Services at City Events March 3, 2020 Page 2 Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 20-21 01113002-53331 General Fund PRCSA-City Events Estimate $5,000 -7,500 FY 21-22 01113002-53331 General Fund PRCSA-City Events Estimate $5,000 -7,500 FY 22-23 01113002-53331 General Fund PRCSA-City Events Estimate $5,000 -7,500 Lisa Rudloff Executive Director Parks, Recreation, and Community Services Agency Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25C-2 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SOCAL-RIDES, LLC. THIS AGREEMENT is hereby made and entered into this 3rd day of March, 2020, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and SoCal-Rides, LLC a California Limited Liability Company ("Consultant"). RECITALS A. The City issued Request for Proposal ("RFP") 19-113 on November 7, 2019 for various services for City events. City's RFP is incorporated herein by reference as though fully set forth below. B. Consultant submitted a proposal in response to REP 19-113 and has been selected for award of the contract for carnival services B. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide carnival services for City events when requested by City as outlined in more detail in the scope of services from City's REP attached as Exhibit "A" and the portion of Consultant's proposal outlining the manner in which it will provide services attached as Exhibit `B." All Exhibits are incorporated by reference as though completely set forth herein. The specific services (i.e. amount and type of rides/games) to be provided to City for that event will be confirmed in writing by the parties prior to the event. 2. COMPENSATION The parties agree that Consultant will pay to City thirty percent (30%) of gross ticket sales for pre -sale and advance sale tickets for all City event(s) and twenty-five percent (25%) of gross ticket sales from the day(s) of the event. Consultant will provide an accounting to City of gross ticket sales for each event including advance or pre -sale tickets where applicable and provide payment by check or ACH within thirty (30) days after each event concludes. 3. TERM The term of this Agreement shall commence on the date written above and terminate on March 2, 2023, unless terminated earlier in accordance with Section 13, below. Pagel of 8 #21732v1 25C-3 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance, which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's negligent operations in the performance of this Agreement, including, without limitation, acts involving vehicles. This insurance policy shall not have an exclusion for sexual molestation. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. Page 2 of 8 #21732v1 25C-4 e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 3 of 8 #21732v1 25C-5 RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 8. CONFIDENTIALITY If Consultant received from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 4 of 8 #21732vt 25C-6 To City: City of Santa Ana City Clerk (M-30) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 With copy to: Executive Director of Parks, Recreation and Community Services City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 571-4211 And: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Consultant: Mr. Chris Guadagno, Managing Member SoCal-Rides, LLC. 10511 Genoa Street Huntington Beach, California Fax (714) 379-5191 Email: eguadagno@socalrides.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms or conditions hereof, shall not bind or obligate Consultant nor Page 5 of 8 #21732v1 25C-7 the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any parties, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 13. TERMINATION Except as otherwise specified herein, this Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the City may require Consultant to deliver to the City the entire work product completed, as of such date, and in such case, such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes, as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 14. BACKGROUND CHECK REQUIREMENTS Consultant shall not assign any employee, agent, subcontractors or volunteer to provide services pursuant to this Agreement, if that employee, agent, subcontractors or volunteer is required to register as a sex offender under California Penal Code Section 290 et seq, has a conviction for any crime of moral turpitude, has a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section I I92.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190- 190.4 and 192(a), 205, 206, 207-209.5, 211, 212, 212.5, 213, 214, 215, 218-219, 220, 236.l(b) or 236.1(c), 243.4, 261, 261.5, 273.5, 262, 264.1, 266, 266c, 266h, 266i, 266j, 267, 269, 272, 273a, 273ab, 273d, 285, 286, 288, 288a, 288.2, 288.3, 288.4, 288.5, 288.7, 289, 290, 311.1, 311.2, 311.3, 311.4, 311.10, 311.11, 314, 347(a), 368, 417(b), 451(a),518 with 186.22, 647.6, 653f(c), 664 and 187, 667.5(c), 18745, 18750, or 18755, 12022.53, 11418(b)(1) or (b)(2); Business and Professions Code Section 729. Failure to comply with this Section shall be grounds for immediate termination of this Agreement. Psi,*c 6 oC 4 921732vt 25C-8 15. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies including but not limited to permits from the California Department of Industrial Relations for the operation of carnival rides. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Page 7 of 8 #21732v1 25C-9 IN W11 MESS WFJFREQ�, tlic parties year first abov written, i ATTEST; DAISY GOME— Clerk of the Council APPROVED AS TO FORNI: SONIA R. CAR ALHO City Attorney j By: LAURAA.[R.OSSINI Senior Asslant City Attorney RECOMMENDED FOR. APPRI l r _ I LISA RUDLOFF�f Executive Direet r of Parks, Recreation and ((11t iimmunity Services ave executed ti�is AgreeinenEt7� ItBIT 7 CITY OF SAi` TA ANA ICRISTINE RIDGE City !Manager LLC, Member 1F217Jwvl I Page 8 of 8 25C-10 EXHIBIT A SCOPE OF SERVICES 25C-11 Appendix ATTACHMENT 1-H SCOPE OF WORK SERVICE: CARNIVAL OPERATOR The City of Santa Ana is interested in a carnival operator to provide mechanical rides and game booth services for the 2020 Fiestas Patrias Festival on September 12-13, 2020 in Santa Ana and other related events, as needed. Below is a sample listing from previous events. Major Rides o Ferris Wheel - Required o Tilt a Whirl o Sizzler o Gravitron o Round Up Kiddie Rides o Dinos o Fun House o Glass House o Super Slide o Berries o Lady Bugs o Wind Jammer o Superslide Game Booths (4) Ticket Booths (2) Food Trailer (1) — optional Office Trailer (1) Proposals by qualified vendors will include a large scale carnival to occupy a 54' x 521' space which must include a ferris wheel, major mechanical rides, kiddie mechanical rides, ticket booths, office trailer, staffing, carnival management/oversight, overnight security and cleaning service during and after the carnival (post event cleaning service to include power washing services). The proposal must include a 25% return to the City of gross generated revenue after the event. Vendor would be responsible to cover the cost of their own insurance coverage, sales tax, delivery/storage/transportation of equipment and parking* as well as all other required permits which may include Business Tax, Building and Planning, OC Fire, and OC Heath. It is the responsibility of the selected vendor to work directly with these corresponding departments and agencies to ensure all safety regulations are met, necessary inspections are conducted and permits are issued. *Vendor must coverparking for employees, subcontractors, and equipment vehicles before and after the event. The City will only cover parking for employees and subcontractors during Friday setup (9111120) and the event dates (9112- 9113120). City of Santa Ana RFP 19-113 2OL"(4011 2 EXHIBIT B PORTIONS OF CONSULTANT'S PROPOSAL 25C-13 a. Manner For Perform ine Services: SCR understands exactly what is expected from us to perform the work that needs to be done more so then any other company due to the fact that SCR and its staff have been the selected carnival for the last two years. SCR knows what time lines it will be under to get onto the street and Off of the street in a safely manner. SCR also understands what is involved and what will be expected from us to remove all said equipment. Ex. (remove equipment and clean up) SCR also is aware of what is expected from the different departments, such as city permits, fire, building and safety etc. SCR in order to set up in a timely manner would like to park all said equipment playing the event on Monday September the 7th,2020. SCR is willing to pay its share of parking fees if need be. SCR would like to start assembling the equipment on Thursday September 10`h 2020 at 11;00am. SCR will be willing to leave access for vehicles exiting existing buildings until Friday at such time city designates to do a full street closer. SCR would ask that if awarded such contract a meeting would be set up with all departments involved so that everyone is in agreement and understands all that is involved in setting up and removing a carnival in a timely and SAFE manner and what is expected from all departments and what is expected from SCR! 25C-14 Fee Prc inandal A r qMqnt, This Financial Agreement is to be made between So Cal Rides, LLC (hereinafter "SCR" and the Client listed as follows: City Of Santa Ana Parks, Recreation and Community Services Agency hereinafter "Client). SCR and Client are both collectively referred to herein as "parties". Client will receive 25% of the gross on site sales from rides, received during the celebration. At the completion of the celebration, on the closing night, all monies will be determinedand accounted for by SCR and Client. The sales proceeds will be distributed that evening, which will include part in cash or a check which ever Client and SCR determine. If Client desires to do Advance sales SCR is willing to give a higher percentage. Client is to receive 30% from all advance money sales and 25% of all ground sale money. ,. ; SCR is willing to have our marketing Department work closely with the Client and monitor all advance sales if so desired. SCR is also willing to have our marketing department work closely in setting up special promotions for said event if desired. 25C-15