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HomeMy WebLinkAboutBARTS CARTS (BARTS KARTS, INC.)INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK N-2024-101 DATE: MAR Z 2 ZOZ4 c)Lb «l AGREEMENT WITH BARTS KARTS, INC., DBA BARTS CARTS TO PROVIDE FOOD �G'sepd `d) VENDING AT CITY LIBRARY'S DIA DE LOS NINOS, DU DE LOS LIBROS 2024 EVENT THIS AGREEMENT is made and entered into on this 28' day of February, 2024 by and between Barts Karts, Inc., a California corporation dba Barts Carts, ("Vendor"), and 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"). RECITALS A. The City desires to retain a Vendor having special skill and knowledge in the field of providing quick service food vending for City Library events, beginning with the Dia de los Ninos, Dia de los Libros event on April 27, 2024. B. Vendor represents that Vendor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Vendor represents that it is knowledgeable in its field and that any services performed by Vendor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. D. The Parties acknowledge that the City intends to provide events to the public but must balance the need to comply with all COVID-19 guidance and restrictions. 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 a. Vendor shall perform the tasks and obligations set forth in Exhibit A, attached hereto and incorporated by reference. Such obligations include, but are not limited to, providing food servings to attendees at Library events, beginning with the Dia de los Ninos, Dia de los Libros event at the Main Library, 26 Civic Center Plaza, Santa Ana, CA 92701 on April 27, 2024 from 10:30am — 2:30pm. b. City grants Vendor the right to enter its property for the purpose of setup, operation, and pick-up on the days of the scheduled events. 2. COMPENSATION a. City agrees to pay, and Vendor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B, attached hereto and incorporated by reference. The total amount to be expended under this Agreement shall not exceed Twenty Thousand Dollars and Zero Cents ($20,000.00). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Page 1 of 7 C. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on April 27, 2024 and will terminate on June 30, 2025, unless terminated earlier in accordance with the terms of this Agreement. 4. INDEPENDENT CONTRACTOR Vendor 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 professional manner in which Vendor performs the services which are the subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Vendor 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. 5. RESERVED 6. INDEMNIFICATION Vendor 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 Vendor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I 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 Vendor 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 Vendor'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 Vendor. Page 2 of 7 7. INTELLECTUAL PROPERTY INDEMNIFICATION Vendor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Vendor to the City pursuant to this Agreement. 8. RECORDS Vendor shall keep records and invoices in connection with the work to be performed under this Agreement. Vendor 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 Vendor under this Agreement. All such records and invoices shall be clearly identifiable. Vendor 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. Vendor 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 Vendor under this Agreement. 9. CONFIDENTIALITY If Vendor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Vendor 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 Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Vendor without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Vendor 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. 11. NON-DISCRIMINATION Vendor 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. Vendor affirms that it is an Page 3 of 7 equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Vendor, 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 Vendor. The parties agree that any terms 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 Vendor or 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 party, which is not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor 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 which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) calendar days written notice of termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor compensation for all services performed by Vendor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Vendor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Vendor 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. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 4 of 7 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 Vendor 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. Vendor 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. 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: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director Library Services City of Santa Ana 20 Civic Center Plaza (M-75) P.O. Box t988 Santa Ana, California 92702 Fax:714-57t-4261 Page 5 of 7 To Vendor: Barts Karts, Inc., dba Barts Carts Attn: Brett Klein, Owner 324 W. Florence Ave. Inglewood, CA 90301 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. 19. 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 frilly, 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. [signature page follows] Page 6 of 7 N-2024-101 SIGNATURE PAGE FOR AGREEMENT WITH BARTS KARTS, INC., DBA BARTS CARTS TO PROVIDE FOOD VENDING AT CITY LIBRARY EVENTS IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. all �„ o,.° City Cle APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: BrartdS Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL: -� Brian Sternberg Executive Director Library Services CITY OF SANTA ANA homas R. Hatch Interim City Manager VENDOR: SNotE Klain Brett Klein Owner Page 7 of 7 EXHIBIT A Exhibit A SCOPE OF SERVICES VENDOR INFORMATION: BARTS KARTS, INC. BDA Barts Carts dba The Margarita Man 324 W. Florence Ave Inglewood, CA 90301 Phone Number: (310) 842-8266 Email: sales@bartscarts.com EVENT: Dia de los Niflos, Dia de los Libros community outreach event LOCATION: Library facilities including but not limited to Main Library, 26 Civic Center Plaza, Santa Ana CA 92701 TERM: Saturday, April 27, 2024 — Monday, June 30, 2025 COMPENSATION: Not to exceed $20,000 DESCRIPTION: Vendor shall provide food -catering services for the department's city sponsored events at the Santa Ana Public Library sites. Barts Carts will provide its food catering services on Saturday, April 27 from 10:30 a.m. to 2:30 p.m, during the Dia de los Ninos, Dfa de los Libros Community Outreach Event. Food items will be purchased by the library and will be free of charge to attendees. The City will be responsible for setting up the space for the patrons attending, and advertising the event. Vendor will be responsible for providing all equipment, materials, supplies and personnel necessary to provide the service. Vendor is aware that payment is made after services are rendered as noted in agreement. City staff will be present at all times during the service. EXHIBIT B Barts Carts & The Margarita Man 324 W. Florence Ave, Inglewood, CA 90301. (0)310 842 8266 Email: sales@bartscarts.com oqN'`4 `'000 CAACCE Ato 'IttES mrormation Santa Ana Public Library 26 Civic Center Plaza. Santa Ana, CA 9270 Event Date 1/27/2024 Service location Santa Ana Public Library 26 Civic Center Plaza, Santa Ana, CA 9270 Job contact Main contact # Alt # Service time Delivery /setup # Guests Driver / lead p... Jessica Hernandez 714 647-5117 714 647-5117 1030a-230pm 9am TBD QTY Description Price AMT 2 Hot Dug Cart w/ umberlla and stemos 125.00 250.00T 2 Nacho Cart with display case and warmer 125.00 250.00T 2 Carnival Style Electric Ice Cream Carl ***one with 200 servings for stank** 175.00 350.00T I Delivery - 40 miles each way 200.00 200.00 6 Attendants. Serve time is 4-hours 10:30am to 2:30pm, arriving at 9:30am 250.00 I,500.00T 500 Hebrew National Beef Hot Dog w/ketchup, mustard, onions & relish (Order min 40 servings) 3.50 L750.00T 500 Nachos Chips, warm cheese, & jalapenos 2.50 L250.00T 600 Assorted ice cream novelties 2.50 1,500.00T (drumsticks, vanilla crunch bars, ice cream sandwiches & fruit bars (min order is 100 novelties) 2 10'x10' Food Both (TFF) wl 3 screen walls (I w12 service windows) & solid back wall includes hand 175.00 350.00 washing station 2 Orange County TFF Permits -**preparing food** 0.00 0.00 Guests will received one item each. They will have a voucher to redeem for whichever items they would like. Important information about your event. Sub Total $7,400.00 Event setup: Tax (9.2... $633.63 For the safety of your guests and our staff, our equipment cannot be lifted up steps or stairs. Please decide in advance the area you want us to setup and that power (if needed) is available. Total $8,033.63 Final changes to your order must be made 7 days before your event date. Payments $0.00 Deposit & Payments: Unless you have an credit account with Batts Carts, Inc, we require a deposit of 50% Balance $8,033.63 upon booking and payment in full 10 days prior to your event.