HomeMy WebLinkAboutEMERALD ISLE ENTERTAINMENT, INC. (2)City of Santa Ana
.... Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments (iany) are no longer in effect.
Nate: If your agreement is grant related, please ensure that ail grant retention requirements
have been satisfied prior to signing the termination form.
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Return form to the Clerk of the Council Office (M-30).
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iAagreementsVornnAorm - agreement termination form—goldenrod.doc
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city of Santa Ana
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CLERK OF COUM.CIL
DATE;
AMUSEMENT DEVICE PROVIDER AGREEMENT
N-2023-028
THIS AGREEMENT is made and entered into this 26th day of January, 2023, by and
(£Ilp S•)( V� between Emerald Isle Entertainment Inc. ("Provider") and the City of Santa Ana, a charter city
and municipal corporation organized and existing under the Constitution and laws of the State of
n California ("City").
rJ
c-J RECITALS
0
M A. The City desires to retain a provider to finnish entertainment services for Dia de los Ninos,
Dia de los Libros, a one -day event being held on Saturday, April 29, 2023 at the Main Library,
26 Civic Center Plaza, Santa Ana CA 92701 ("Event"), wherein Provider will supply, setup,
operate, and teardown an inflatable maze from 10:30am-2:00pm on the date of the Event.
B. Provider represents that Provider is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Provider represents that it is
knowledgeable in its field and that any services performed by Provider under this Agreement
will be performed in compliance with such standards as may reasonably be expected.
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:
1. SCOPE OF SERVICES
Provider shall famish, setup, operate, and teardown an inflatable maze from 10:30am-
2:00pm on the date and time of the Event and shall provide one (1) staff member to operate the
attraction, as more fully described in Exhibit A, attached hereto and incorporated herein by
reference. The Event shall occur on Saturday, April 29, 2023 at the Main Library, 26 Civic Center
Plaza, Santa Ana CA 92701, and shall be disassembled and removed by Provider at the conclusion
of the Event.
2. COMPENSATION
a. City agrees to pay, and Provider agrees to accept as total payment for its services an
amount not to exceed One Thousand Three Hundred Ninety -Five Dollars ($1,395.00). The cost is
identified in Provider's quote which is attached hereto and incorporated herein by reference as
Exhibit B.
b. Payment by City shall be made within thirty (30) days following receipt of
proper invoice evidencing work performed, subject to the City's accounting procedures. Payment
need not be made for work which fails to meet the standards ofperformance set forth in the Recitals
which may reasonably be expected by the City.
Page 1 of 8
3. TERM
This term of this Agreement shall commence on April 29, 2023 and end on April 30, 2023,
unless terminated earlier in accordance with Section 11 below.
4. INDEPENDENT CONTRACTOR
Provider 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, a joint venture relationship, or to allow the
City to exercise discretion or control over the manner in which Provider performs the services
which are the subject matter of this Agreement; however, the services to be provided by Provider
shall be provided in a manner consistent with all applicable standards and regulations governing
such services. Provider shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes. Provider is not an agent, representative or employee of City and
Provider shall have no authority to act on behalf of the City.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Provider shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance:
1. Commercial General Liability Insurance (CGL): Insurance Services Office
Form CG 00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal & advertising
injury with limits no less than $1,000,000 per occurrence. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit.
2. Worker's Compensation Insurance as required by the State of California, with
Statutory Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
If the Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or
the higher limits maintained by the contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available
to the City.
b. Other Insurance Provisions
Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with respect
Page 2 of 8
to liability arising out of work or operations performed by or on behalf of the
Provider including materials, parts, or equipment furnished in connection with such
work or operations. General liability coverage can be provided in the form of an
endorsement to the Provider's insurance (at least as broad as ISO Form CG 20 10
11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms
if later revisions used).
2. Primary Coverage: For any claims related to this contract, the Provider's
insurance coverage shall be primary insurance primary coverage at least as broad
as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers shall be excess of the Provider's insurance and
shall not contribute with it.
Notice of Cancellation: Each insurance policy required above shall provide that
coverage shall not be canceled, except with notice to the City.
4. Waiver of Subrogation: Provider hereby grants to City a waiver of any right to
subrogation which any insurer of said Provider may acquire against the City by
virtue of the payment of any loss under such insurance. Provider agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but
this provision applies regardless of whether or not the City has received a waiver
of subrogation endorsement from the insurer.
Self -Insured Retentions: Self -insured retentions must be declared to and approved
by the City. The City may require the Provider to purchase coverage with a lower
retention or provide proof of ability to pay losses and related investigations, claim
administration, and defense expenses within the retention. The policy language
shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to
conduct business in the state with a current A.M. Best's rating of no less than
A: VII, unless otherwise acceptable to the City.
Verification of Coverage: Provider shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the
applicable policy language effecting coverage required by this clause) and a copy
of the Declarations and Endorsement Page of the CGL policy listing all policy
endorsements to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Provider's obligation to
provide them. The City reserves the right to require complete, certified copies of
all required insurance policies, including endorsements required by these
specifications, at any time.
Page 3 of 8
8. Subcontractors: Provider shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Contractor shall ensure
that City is an additional insured on insurance required from subcontractors.
9. Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
10. Claims Made Policies: If any of the required policies provide coverage on a
claims -made basis:
i. The Retroactive Date must be shown and must be before the date of the
contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the contract of
work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a Retroactive Date prior to the contract
effective date, the Provider must purchase "extended reporting"
coverage for a minimum of five (5) years after completion of contract
work.
6. INDEMNIFICATION
Provider agrees to and shall defend, indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability 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 direct
or indirect operations of the Provider or its contractors, subcontractors, agents, employees, or other
persons acting on their behalf which relates to the services described in section 1 of this
Agreement. The Provider 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 asserting personal injury, damages, just compensation,
restitution, judicial or equitable relief due to personal or property rights arising 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. This indemnification provision No. 6 shall
survive any expiration or termination of this Agreement.
7. CONFLICT OF INTEREST
Provider covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
Page 4 of 8
8. 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, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax (714) 647-6956
With copy to: Executive Director of Library Set -vices
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702
Fax (714) 571-4211
To Provider: Emerald Isle Entertaimnent, hrc.
980 N. Main St.
Orange, CA 92867
714-343-7022
info@emeraldevents.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 fax, 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.
9. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Provider 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. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Provider. The parties agree that any terns or conditions of any purchase order or other instrument
that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Provider or the City. Each party to this Agreement acknowledges that no representations,
Page 5 of 8
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which is not embodied herein.
10. ASSIGNMENT
The experience, knowledge, capability and reputation of Provider were a substantial
inducement for City to enter into this Agreement. Therefore, Provider 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.
11. TERMINATION
This Agreement may be terminated by the City upon ten (10) days written notice of
termination. In such event, Provider shall be entitled to receive, and City shall pay Provider,
compensation for all services rendered prior to the effective date of termination.
12. RECORDS
Provider shall keep records and invoices in connection with the work to be performed under
this Agreement. Provider 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 City under this Agreement. Provider 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 City under this Agreement.
13. 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.
14. 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.
Page 6 of 8
15. LICENSES
Provider 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 States, the State of California, the City of
Santa Ana and all other governmental agencies.
16. SEVERABILITY
In the event that one or more of the phrases, sentences, clauses, paragraphs or sections
contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree
of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the
remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be
interpreted to carry out the intent of the parties hereunder.
17. CANCELLATION
City may cancel its reservation under this Agreement pursuant to the procedures set forth
in Exhibit C.
18. EXHIBITS
All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
the body of this Agreement.
19. AVTHORITY
The person(s) executing this Agreement on behalf of the parties hereto warrant that they are
duly authorized to execute this Agreement on behalf of said parties and that be so executing this
Agreement, the parties hereto are formally bound to the provisions of this Agreement.
[signature page to follow]
Page 7 of 8
N-2023-028
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Ski n
Norma Orozco 47
Acting Clerk of the cil
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: v—
onathan T. Mart z
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Z
Brian Sternberg
Executive Director of Library Services
CITY OF SANTA ANA
Kri ine Ridge
City Manager
PROVIDER:
Graham Hayden (Jan 26, 202316:37 PST)
Name: Graham Hayden
Title: President
Exhibit A
SCOPE OF SERVICES
VENDOR INFORMATION:
Emerald Isle Entertainment Inc.
980 N Main St, Orange, CA 92867
Main Office: 714-508-3690
infona,emeraldevents.com
www.emeraldevents.com
EVENT: Dia de los Nihos, Dia de los Libros (Children's Day, Book Day)
SERVICE DATE(S): Saturday, April 29, 2023
COMPENSATION: Not to exceed $1,395.00
DESCRIPTION:
Provider will furnish entertainment services for Dia de los Ninos, Dia de los Libros, a one -day event on
Saturday, April 29, 2023 at the Main Library, 26 Civic Center Plaza, Santa Ana CA 92701. Namely,
Provider will supply an inflatable maze from 10:30am-2:00pm on the date of the Event. Further, Provider
will setup said inflatable maze for the Event and provide one (1) attendant to run said attraction for the
duration of the Event. Provider will be responsible for furnishing all equipment, materials, and personnel
necessary to operate the aforementioned attraction and City will be responsible for establishing the space
for the patrons attending the Event and for advertising the Event. City grants Provider the right to enter its
property for the purpose of delivery, set-up, operation, teardown, and pick-up of all materials associated
with the services described herein.
City staff will be present during entire service time.
Creators of The Original Bubble Rollers'^^ Exhibit B
Emerald It Events
Thrilling Entertainment for Any Occasion
Jan 1212023
Attn: Michelle Loera
City of Santa Ana
m IoeraC�santa-ana.oro
PH:714-654-2881
Re: Quotes for inflatable Maze
Our proposal is detailed below.
All quotes are based on rental on Saturday, April 291n 2023 from 10:30am— 2pm at Santa Ana Library.
Quotes will include setup and Teardown of attraction only and an attendant.
• Inflatable maze and Generator $1,145
• Attendant $ 250
• Total $1,395
Requirements:
• Suitable area for operations.
• Line control and crowd control by customer
• Drive up access and smooth, flat, level concrete or similar (no dirt, sand or gravel)
All quotes are subject to availability and may change as date approaches.
Cancellation up to 7 days in advance or 72hrs in advance if weather forces cancellation.
WOW. R•nms TakFmwl:i
980 N. Main St., Orange, CA 92867 1 www.EmeraidEvents.com I info@emeraldevents.com 1714.508.3690
Creators of The Original Bubble RollersTM Exhibit C
Emerald It Even s
Thrilling Entertainment for Any Occasion
Cancellation and rain Policies- Please read carefully:
If a customer decides to cancel their reservation, they must do so 72 HOURS (3 days) before their
reservation day. If customer cancels their order 48 hours (1-2 days) of their reservation date, a
cancellation fee of 50% of the rental total will be applied. If the customer cancels their order the day of
the rental, they will be charged the whole rental amount.
If the customer cannot get a hold of the company, or has called after business hours, it is still the
customer's responsibility to leave a message in the company's messaging system about cancelling
their reservation and sending an email to info(cf),emeraldevents.com regarding the cancellation.
Please read the Rain Policy below and in case rain or unfavorable weather is to happen on the day of your
rental; both email info@emeraldevents.com and call 7145083690 or 7147958298 before 6pm on the day
before the event if the event starts before 2pm or before 6am on the event day if your event stars after
2pm to leave a voicemail to let us know if the rental can be setup indoors instead.
RAIN POLICY: In case of rain or severe weather conditions (high winds exceeding 20mph) during your
rental date, customer is allowed to cancel the same day as delivery (excluding Ice Rinks and some other
items) without any cancellation fee (also pertains to forecasts with probabilities of rain or high winds
greater than 50% likelihood). Customer MUST CALL and email before 6pm on the day before the event if
the event starts before 2pm or before 6am on the event day if your event stars after 2pm (voicemail and
emails are ok for cancellation). If customer cancels the order, it will be canceled for the rest of the rental
period with no guarantee that Emerald Events can deliver if weather conditions get better.
If customer decides to go ahead with the order even though the weather forecast says it will rain, but it is
not actually raining at the time, then we will go ahead and deliver the order. However, if it does start to rain
during the rental time, Emerald Events reserves the right to cancel the order, due to safety concerns, with
NO refund provided.
During rain/inclement weather, it is unsafe for anyone to play inside an inflatable; therefore we do cancel
orders during raining/inclement weather days. However, since people do have events and parties that are
usually planned out weeks/months before, or may take place indoors, we give customers the option to
deliver the order or cancel it for days that are predicted to rain.
It is the customer's responsibility to call Emerald Events to cancel their order or go through with it during
these rain/inclement weather days as above. If customer decides to cancel order once Emerald Events
driver has already left our location, then Emerald Events reserves the right to charge customer full
cancellation fee for not contacting and for making our crew work and drive out to your location.
Thank you for understanding.
'., `Y � Tlro fSobblo Rollan
980 N. Main St., Orange, CA 92867 1 www.Emera]dEvents.com I infoaDemeraldevents.com 1 714.508.3690
NOTICE OF COMPLIANCE
CITY t„„ . "A ,AM I1111RINT I'III I IPi 1111,10E ,CLL INCLUDE Ck I 111 1AGREEMENTTOT111IL CLERK CAL MIL COUNCIL
IL
Contractor Emerald Isle Entertainment Inc.
Name:
Project N-2023-028
Number:
Project Amusement Device Provider Agreement - Emerald Isle
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE
POLICY
EXPIRATION
COI DATE FILE NAME
NUMBER
DATE
.............................
1. The City of
Santa Ana Al
GENERAL LIABILITY
ZISMB048804
05/02/2023
02/14/2023 End PNC
2023-
merged.pdf
1. The City of
WORKERS COMPENSATION AND
Santa Ana Al
9005057
02/09/2024
02/24/2023 End PNC
EMPLOYERS' LIABILITY
2023-
merged.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
4/4/2023 12:59 PM