HomeMy WebLinkAboutItem 12 - Agreement with Power of One Foundation (POOF), for a co-presented Fiestas Del MaParks, Recreation, and Community Services
www.santa-ana.org/parks-recreation
Item #12
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
September 17, 2024
TOPIC: Event Production Agreement with Power of One Foundation and Event Floor
Cover Purchase Order Contract with Sunbelt Rentals Inc.
AGENDA TITLE
Agreement with Power of One Foundation (POOF), for a co-presented Fiestas Del
Mariachi Event and Related Services; and, Award Sunbelt Rentals Inc. Purchase Order
Contract for Event Floor Cover (General Fund)
RECOMMENDED ACTION
1. Authorize the City Manager to execute an agreement with Power of One Foundation to
co-present a Fiestas Del Mariachi event at Santa Ana Stadium, for an amount not to
exceed 80% of revenue earned after expenditure recovery for a term beginning
September 18, 2024 and ending October 31, 2024 (Agreement No. A-2024-XXX).
2. Award a Purchase Order Contract to Sunbelt Rentals Inc. for the rental of an event
floor cover for Santa Ana Stadium in an amount not to exceed $118,548.
3. Approve an appropriation adjustment in the amount of $118,548 from the spendable
General Fund balance to the PRCSA, Recreation and Community Services, Contractual-
Professional Services expenditure account (01113230-62300). (Requires five affirmative
votes)
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
Parks, Recreation, and Community Services Agency (PRCSA) was instructed to
explore revenue-generating opportunities at Santa Ana Stadium enabling PRCSA to
host or co-present events that attract residents and the surrounding community,
focusing on music and sporting events with potential ticket, food, and vendor sales.
Event Production Agreement with POOF
And Purchase Order Contract with Sunbelt Rentals Inc.
September 17, 2024
Page 2
In May 2024, the Power of One Foundation submitted a Special Event Permit to host a
mariachi competition at the stadium. Recognizing its potential as a proof of concept,
PRCSA proposed co-presenting Fiestas Del Mariachi, Sunday, October 13.
The first half of the event will feature a free community talent showcase with local
mariachi groups, ballet folklorico, and participation from community organizations and
non-profits. In the evening, the stadium will transform into a vibrant music venue
featuring professional mariachi groups.
Under this agreement, the City could recover $9,005 for the normal stadium rental fee
and $118,548 for protective flooring rental. The City will use a competitively bid contract
through Omnia Partners (Contract No. 200601) to issue a purchase order to Sunbelt
Rentals. This complies with Santa Ana City Ordinance No. NS-3041, allowing
procurement from public agency contracts, minimizing delays and avoiding additional
bidding. POOF will cover the remaining event-related costs, estimated at $411,826, for
staging, entertainment, food & beverage, and security.
POOF has estimated the event will generate $775,950 of revenue. Once all costs are
fully recovered, the parties will enter into a strategic revenue-sharing agreement to
maximize returns. Beyond financial recovery, this event is poised to serve as a powerful
economic driver for the City, acting as a multiplier for local businesses by attracting
thousands of attendees, increasing foot traffic, and generating significant spending in
Santa Ana's surrounding areas.
This spectacular event will ignite the heart of Santa Ana, electrifying attendees through a
musical journey that blends the rich, soul-stirring rhythms of traditional mariachi with an
elevated VIP experience that includes floor seating and exclusive food and beverage
options from local vendors. POOF and the City’s aspiration is to bring together over
10,000 attendees for an epic day of music and entertainment with a wide range of ticket
packages; there will be something for everyone who wants to experience the best of
mariachi music in a phenomenal setting.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
Event Production Agreement with POOF
And Purchase Order Contract with Sunbelt Rentals Inc.
September 17, 2024
Page 3
FISCAL IMPACT
The following table includes the cost estimate for the event.
City Pays POOF Pays Total
Flooring Rental $118,548 $118,548
Security,
Food/Beverage,
Stage/Lighting,
Additional Floor
Seating, Sound System
$411,826 $411,826
Total Costs $118,548 $411,826 $530,374
POOF has estimated the event will generate $775,950 of revenue. Under normal
circumstances, the City would collect a fee of $9,005 for rental of the stadium. However,
in lieu of the normal rental fee, the City and POOF have agreed to a formula of cost
recovery for the event, as outlined in the table below.
Scenario
Ratio of Event
Revenue to Total
Costs
City Cost Recovery
1 0%-25%Maximum of $13,259 (10% of revenue)
2 26%-50%Maximum of $53,037 (20% of revenue)
3 51%-75%
Maximum of $118,548 (City’s portion of total costs) + $786 (a
portion of the stadium rental fee), based upon 30% of event
revenue
4 76%-100%
Maximum of $118,548 (City’s portion of total costs) + $9,005
(entire stadium rental fee), based on maximum City out-of-pocket
costs
If the revenue exceeds total costs, the City will receive the maximum cost recovery and
stadium rental fee outlined in Scenario 4 in the table above, plus 20% of revenue in
excess of Total Costs.
Example #1
If the event only generates $132,594 of revenue (25% of total costs), the City will only
receive $13,259 (10% of the revenue) to offset its costs. This would result in a net loss of
$105,289 ($13,259 revenue, less $118,548 cost).
Example #2
If the event generates $530,374 of revenue (100% of total costs), the City will receive
reimbursement for the $118,548 of flooring and the $9,005 stadium rental fee that would
have normally been charged.
Event Production Agreement with POOF
And Purchase Order Contract with Sunbelt Rentals Inc.
September 17, 2024
Page 4
Example #3
If the event generates $775,950 of revenue, as estimated by POOF, the City will receive
the same $118,548 cost recovery and $9,005 stadium rental fee in the previous example,
plus $49,115 ($775,950 revenue less $530,374 total costs = $245,576, multiplied by
20%).
Appropriation Adjustment
With approval of the requested appropriation adjustment, a portion of the spendable
General Fund balance will be available for spending in the PRCSA, Recreation and
Community Services, Contractual-Professional Services expenditure account (01113230-
62300). The spendable portion of the General Fund balance is estimated to be
$1,508,397 at June 30, 2025, which is sufficient to allow for the recommended
appropriation of $118,548.
As discussed above, the City will recover some unknown portion of this cost. If the event
generates revenue as outlined in Example #3 and the City receives revenue exceeding
the cost of the event, staff will return to City Council with a proposed appropriation
adjustment to enable additional department spending.
EXHIBIT(S)
1. Power of One Foundation Agreement
2. Quote from Sunbelt Rentals for Event Floor Cover
Submitted By: Hawk Scott, Executive Director of Parks, Recreation and Community
Services
Approved By: Alvaro Nuñez, City Manager
1
AGREEMENT FOR CO-PRESENTATION OF AND REVENUE SHARING FOR
FIESTAS DEL MARIACHI EVENT
THIS AGREEMENT is made and entered into this 17
th day of September 2024 (“Effective Date”) by
and between Power of One Foundation Inc, a California non-profit public benefit corporation
(hereinafter “Foundation”), 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 (hereinafter “City”).
Foundation and City are also referred to as the Parties or singularly as a Party.
RECITALS
A. City desires to co-present a Fiestas Del Mariachi (“Event”) at the City’s Santa Ana Stadium
(“Stadium”). The Event will feature a youth talent showcase and resource fair in the morning
and afternoon, and an evening portion of the Event with professional Mariachi bands and
performers;
B. The Parties have agreed to share revenue in an effort to ensure reimbursement of all
expenditures by the Parties, and to allow the City to determine whether it would like to co-
present similar events in the future through a public-private partnership;
C. Foundation is a non-profit public benefit corporation whose mission is to provide basic
human resources to every person in need of them, regardless of their country of origin, race,
gender, or socioeconomic status;
D. The Event supports the Foundation’s Mission by empowering youth and supporting mental
health through music; and
E. Foundation has experience in planning and holding large scale community events.
Foundation also represents that any services performed by Foundation under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional non-profit foundation.
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. FOUNDATION OBLIGATIONS
Foundation will provide the necessary planning, management, staffing, and services required to put
on the Event (except those items and services specifically excluded below in this Agreement) at
Foundation’s expense. The Parties agree that Event will be held on October 13, 2024, but should the
need to reschedule the Event occur, the Parties agree to work together to determine a mutually
agreeable new date. The planning, management and services required to put on the Event shall
include, but are not limited to, the following:
A. Event Permit
Foundation shall submit application for City Special Event Permit (“Permit”) and shall comply with all
conditions and requirements set forth in Permit, City special event rules, policies and procedures as
Exhibit 1
2
provided in advance in writing to the Foundation.
B. Youth Showcase and Resource Fair
Foundation agrees that Youth Showcase and Resource Fair will have free admission for the public.
The Youth Showcase will feature local youth groups. The Resource Fair will feature local non-profits
and community organizations.
C. Food and Beverage Vendors
Foundation shall require all food and beverage vendors to obtain all necessary permits and licenses
to sell or provide food and/or beverages at the Event, including, but is not limited, to City permits,
Orange County Health permits, and regulatory permits as necessary from the Alcoholic Beverages
Commission (“ABC”) and any other applicable regulatory agencies. Foundation shall require food
and beverage vendors to comply with all applicable laws and regulations regarding food and
beverage preparation, handling, and service, and any applicable laws and regulations regarding the
disposal of cooking grease.
Foundation shall require that any vendor selling alcoholic beverages have sufficient safeguards in
place to protect against sales of alcohol to anyone under the age of twenty-one 21 and utilize an
appropriate and reasonable process for checking identification of any person purchasing alcoholic
beverages at the Event.
D. Other Vendors (Not Food and Beverage)
Foundation shall require all other vendors to obtain a City permit and City of Santa Ana business
license and to comply with all other applicable laws and regulations.
E. Marketing and Advertising of Event
Foundation shall be allowed to list City as Co-Presenter of Event and to utilize City logos and marks
for purposes of advertising for the Event. All use of City’s name, logos, trademarks, or similar
information shall be pre-approved by City prior to distribution to the public which includes, but is not
limited to, press releases regarding the Event, website advertising, email blasts, radio spots, and
social media posts.
F. Security
Foundation shall work with SAPD to ensure there is sufficient security to keep order and maintain
safety for the Event. To the extent SAPD officers are necessary for the Event, Foundation shall pay
those costs. All private security providers and guards will be licensed by the State of California when
required by applicable laws and regulations.
G. Mariachi Bands and Performers for Evening Portion of Event
Foundation shall secure performance of four (4) to five (5) Mariachi Bands or performers for the
evening portion of Event which will require paid admission. Foundation shall provide a stage,
professional lighting, and all other necessary elements for the performances. Foundation shall
comply with all applicable laws and regulations, including but not limited to, building, electrical,
plumbing, and fire codes, in addition to maximum occupancy provisions for the Event. Foundation
Exhibit 1
3
will advise City of the identity of the bands and performers no later than three (3) weeks prior to the
Event. Foundation shall ask all bands and performers that the daytime Event is a family friendly event
and ask said bands and performers to select performance material that is family friendly and without
profanity.
H. Sponsorships
Foundation will have the ability to solicit Sponsors for the Event subject to discussion and input
direction from City and understanding that City is a public entity subject to certain legal and policy-
related restrictions.
I. Restrooms
Foundation shall provide additional restrooms as deemed necessary by City Parks and Recreation
staff for the Event; and the costs of such additional restrooms will be added to the overall budget for
the Event.
J. First Aid Station(s) or Ambulances
Foundation shall provide a First Aid Station(s) for the Event when deemed necessary by City Parks
and Recreation staff; and the costs of such First Aid Station(s) or the ambulance(s) will be paid by
Foundation.
K. Trash Clean Up
Foundation is responsible for maintaining litter control and sufficient trash bins during the Event.
Foundation is also responsible for clean-up after the Event and returning the Event location to the
same condition that it was in prior to the Event. Foundation will require removal and disposal of
grease from cooking booths or booths where food is sold in compliance with applicable laws.
Foundation will use or require vendors or sub-contractors to use, grease barrels where applicable.
Event clean-up shall be completed no later than Monday, October 14, 2024, at 1:00 p.m. Foundation
will work diligently to meet Event clean-up deadline.
2. CITY OBLIGATIONS
A. City will provide flooring to cover the Stadium athletic field for the Event and will arrange for
installation of flooring at City’s expense. In addition, City agrees to absorb the fees for Permit
for Event. City’s financial obligations regarding the Event shall not exceed one hundred and
thirty thousand dollars ($130,000.00).
B. City agrees to use City social media, the City’s website, and other city communication
mediums to advise the public about the Event. This shall be at City’s sole discretion as to the
manner, method and frequency.
3. REVENUE SHARING
A. Foundation will be responsible for the payment of costs associated with the services provided
pursuant to this Agreement; including the cost for City services as agreed to by the Parties,
such as the presence of Santa Ana Police Department officers, costs of bands and performers,
equipment and support personnel (excluding City personnel provided as part of the Eddie
Exhibit 1
4
West Field Santa Ana Stadium’s facility rental fees), security, set up, clean up, sponsorship
acknowledgements, insurance, taxes, fees (except those expressly assumed by City pursuant
to this Agreement), and any other costs involved in undertaking the Event.
B. As noted in Section 2 above, the City will procure and install flooring over the Eddie West Field
at the Santa Ana Stadium for the Event at City’s cost and will waive Permit fees for
Foundation.
C. The Parties agree to a share of the revenue from the Event. The goal of the revenue sharing
arrangement is that both Parties recoup their share of all costs paid by each Party or absorbed
by the City.
1) For purposes of this Agreement, “Revenue” means total ticket sales for the evening
portion of the Event, total fees paid by food, beverage and other Vendors to the
Foundation, and total sponsorship fees, excluding any in-kind sponsorship, paid to
Foundation for the evening portion of the Event.
2) The Parties agree to share Revenue from the Event as follows:
Table 1-Phased Approach to Expenditure Recovery
For clarity purposes, the following table includes the cost estimate, (but does not include the any
additional restrooms, security, first aid stations and on-site ambulances costs that may be
requested by the City and will need to be added to the overall cost estimate), for the Event:
City Pays/Absorbs Foundation PaysTotal
Flooring Rental $118,548 $118,548
Absorption of Eddie
West Field at the Santa
Ana Stadium Rental
Fee
$9,005
Security,
Food/Beverage,
Stage/Lighting,
Additional Floor
Seating, Sound System
$411,826 $411,826
Total Costs $127,553 $411,826 $530,374
Foundation has estimated that the Event will generate approximately $775,950 of Revenue. Under
normal circumstances, the City would collect a fee of $9,005 for the rental fee for the Eddie West
Field at the Santa Ana Stadium. However, in lieu of the normal rental fee, the City and Foundation
have agreed to the following formula for cost recovery for the Event, as outlined in the table below:
Milestone Ratio of Revenue to Total
Costs
City Cost Recovery at each Milestone
1 0%-%25 Maximum of $13,259 (10% of revenue)
2 26%-50%Maximum of $53,037 (20% of revenue)
3 51%-75%Maximum of $118,548 (City’s portion of total
costs) + $786 (a portion of the stadium rental
fee)
4 76%-100%Maximum of $118,548 (City’s portion of total
Exhibit 1
5
costs) + $9,005 (entire stadium rental fee)
If the Revenue exceeds total costs, the City will receive the maximum cost recovery and stadium
rental fee outlined in Milestone 4 in the table above, plus twenty percent (20%) of Revenue in
excess of Total Costs.
Example #1
If the event only generates $132,594 of Revenue (25% of total costs), the City will only receive
$13,259 (10% of the Revenue) to offset its costs. This would result in a net loss of $105,289
($13,259 Revenue, less $118,548 cost).
Example #2
If the event generates $530,374 of Revenue (100% of total costs), the City will receive
reimbursement for the $118,548 of flooring and the $9,005 Eddie West Field at the Santa Ana
Stadium Rental Fee that would have normally been charged.
Example #3
If the event generates $775,950 of Revenue, as estimated by the Foundation , the City will receive
the same $118,548 cost recovery and $9,005 Eddie West Field at the Santa Ana Stadium Rental
Fee in the previous example, plus $49,115 ($775,950 Revenue, less $530,374 total costs,
multiplied by 20%).
Appropriation Adjustment
City staff requests an appropriation adjustment of $118,548 for the cost of flooring rental from the
City’s General Fund balance available for spending (currently estimated at $1,508,397). As
discussed above, the City will recover some portion of this cost. If the Event generates Revenue
as outlined in Example #3 and the City receives an additional $49,115 of Revenue, the City staff
will return to City Council with a proposed appropriation adjustment to enable additional department
spending.
Table 2-Proposed Revenue Sharing Arrangement Between Foundation and City
Milestone Cost Recovery (%)Foundation City City Projected
Revenue After Expenditures
5 100%+80% 20%
If all Milestones are met, the City anticipates a
minimum revenue of $47,314
3) Foundation shall provide to City in writing an accounting of all Revenue collected from
the Event and expenditures made by Foundation for the Event within thirty (30) days of
the Event.
4) City will have thirty (30) days to review the accounting and if the City deems necessary,
within the thirty (30) days to notify Foundation in writing an audit of the accounting by a
third party certified public account (“CPA”) of City’s choosing and at City’s expense. If
the City’s thirty (30) days to review the accounting elapses with no action by the City or
City does not request an audit within those thirty (30) days or City notifies Foundation at
any time during City’s thirty (30) day review period that it will not be seeking an audit,
Foundation shall pay City its share of the Revenue within fourteen (14) days thereafter.
5) If City deems an audit is necessary, the audit will be done and the results
Exhibit 1
6
communicated to Foundation in writing within ninety (90) days of the City’s notice that it
deems an audit necessary. Foundation shall provide access to all records of all
Revenue collected from the Event, expenditures made by Foundation for the Event, and
all records regarding the Event deemed necessary by the City’s third party CPA for
purposes of the audit.
6) If the City determines that a third party audit is required, the Foundation will issue
payment of the City’s portion of the revenue within thirty (30) days of the determination
of City’s third party CPA.
D. This Section shall survive expiration of the Agreement.
4. ACCESS TO EVENT BY CITY STAFF
City staff designated by the City’s Parks, Recreation and Community Services Agency and/or the City
Manager’s Office wearing City identification will have access to the Event. For clarity, Foundation will
provide City with one lounge seating area which encompasses seating for only 12 people.
5. TERM
This Agreement shall commence on the Effective Date and terminate on January 15, 2025 (“Term”),
unless terminated earlier in accordance with Section 13, below.
6. INDEPENDENT CONTRACTOR
Foundation, its agents, officials, Board of Directors and staff shall, during the entire Term of this
Agreement, be construed to be independent contractors and not employees 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 Foundation performs the services which are the subject matter of this Agreement;
however, the services to be provided by Foundation shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Foundation 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.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and limited license for City to copy or use, to the extent
owned by Foundation, or allowed for limited use for the Event pursuant to a contract with the
performer(s), any copyrights, designs, and other intellectual property embodied in the marketing
materials, which are prepared or caused to be prepared by Foundation for the Event under this
Agreement (“Documents”). Provided, however, that any marketing material prepared for or by
Foundation shall remain the sole and exclusive property of Foundation; and except as set forth
herein, City shall have no right to copy, use, modify, reuse or sublicense any and all such items other
than in connection with the Event. The Foundation may not use any drawings or artwork that
identifies the City of Santa Ana or uses the City seal for any use other than for the Event without
written authorization. For avoidance of doubt, all marketing materials, plans, specifications, studies,
drawings, artwork, and any other documents or works of authorship is owned by the Foundation or
the specific group of performers and Foundation has limited right to use such works.
Exhibit 1
7
7. INSURANCE
Foundation shall procure and maintain for the duration of the Agreement insurance against third party
claims for injuries to persons or damages to City property (“Claims”) which may arise from or in
connection with products and materials supplied to City. Total cost of such insurance shall be borne
by Foundation. The minimum scope and limits required are as follows:
A. Commercial General Liability: coverage shall be at least as broad as Insurance Services 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 and $2,000,000 aggregate.
B. If Foundation maintains broader coverage and/or higher limits than the minimums shown
above, City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by Foundation. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to City.
C. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers
are to be covered as additional insureds with respect to liability arising out of work or
operations performed by or on behalf of the City including materials, parts, equipment, and
personnel furnished in connection with such work or operations.
2. If allowed by Foundation’s insurance company, insurance company agrees to waive all
rights of subrogation against City of Santa Ana, its City Council, its officers, officials,
employees, agents, and volunteers for losses paid under the terms of any policy which
arise from work performed by Foundation for City.
3. For any Claims related to this Agreement, Foundation’s insurance coverage shall be
primary and any insurance maintained by City, its City Council, its officers, officials,
employees, agents, or volunteers shall not contribute with it.
4. If allowed by Foundation’s insurance company, a severability of interest provision must
apply for all the additional insureds, ensuring that Foundation’s insurance shall apply
separately to each insured against whom a Claim is made or suit is brought, except with
respect to the insured’s limits of liability.
5. Foundation shall ensure that the insurance policy required herein shall not be canceled,
suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given to City.
Foundation agrees to provide the City with ten (10) days prior written for any policy
cancellation or non-renewal due to non-payment.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: Risk Management Division, 20 Civic Center Plaza, P.O. Box 1988, Santa Ana,
CA 92701.
D. Insurance is to be placed with insurers authorized to conduct business in the state of California
with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.
Exhibit 1
8
E. Foundation shall furnish City with Certificates of Insurance, copies of the insurance policies
including all required amendatory endorsements (or copies of the applicable policy language
effecting coverage required by this clause).
F. To the extent applicable, and after discussion with City and potential subcontractor(s),
Foundation shall require such applicable sub-contractors to comply with all of the provisions in
this Agreement regarding Insurance.
8. INDEMNIFICATION
Foundation agrees to defend and indemnify City, City officials, officers, agents, employees, assigns
and successors in interest, from and against any and all third party claims, lawsuits, causes of action,
losses, demands expenses, including but not limited to, reasonable attorney’s fees, costs of litigation,
and damages of any kind for death or injury of any kind, including Foundation’s employees, agents,
officials, and volunteers, or damage or destruction of any property of Foundation, vendors,
subcontractors, arising from the negligent acts, omissions or willful misconduct resulting from the
Event. This provision does not include the negligence, omissions or willful misconduct of the City,
City officials, officers, agents, employees, volunteers, assigns, and/or successors in interest. The
provision of this Section survive cancellation or expiration of this Agreement.
9. CONFIDENTIALITY
If either Party receives from the other information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, receiving Party 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 disclosing Party where it is disclosed in a
publicly available source; (c) is in rightful possession of the disclosing Party without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed
by the Party without reference to information disclosed by the other Party. The provision of this
Section survive cancellation or expiration of 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, 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
Exhibit 1
9
Fax 714- 647-6956
With courtesy copies to:
Executive Director –Parks, Recreation and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 92702
Fax 714- 571-4221
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 Foundation:
Power of One Foundation
Attention: Andre Roberson, Executive Director
918 North Cleveland Street
Orange, California 92867
Email: andre@powerofonefoundation.org
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.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Foundation, 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 Foundation. 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 Foundation 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
Exhibit 1
10
Party, which are not embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Foundation,
Foundation 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 Foundations retained by City at its cost and
expense.
13.TERMINATION
A. Without Cause Termination. This Agreement may not be terminated without cause unless it
is by mutual agreement in writing of both City and Foundation.
B. With Cause Termination. This Agreement may be terminated with cause by either City or
Foundation with no less than fourteen (14) days’ written notice to the other Party. “Cause”
shall mean:
1) Either Party’s material breach of its obligations under this Agreement; or
2) Either Party’s filing for bankruptcy protection.
C. To the extent possible, Foundation and City agree to use best efforts to resolve any issues
or concerns that develop and to resolve them to the mutual satisfaction of Foundation and
City. Each Party recognizes that the other will have a substantial investment of time and
money in performing this Agreement.
15. COMPLIANCE WITH ALL LAWS
The Parties shall comply with all applicable federal, state, and local laws and regulations including but
not limited to the American with Disabilities Act.
16. DISCRIMINATION
Foundation shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, age, national origin, ancestry, or disability, military service or veteran’s status or any other
grounds prohibited by state or federal law. Foundation affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
17.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.
18. PROFESSIONAL LICENSES
Exhibit 1
11
A. Foundation shall, throughout the term of this Agreement, maintain all 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. Foundation shall notify the City immediately
and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers,
and exemptions. For purposes of this Section, email communication to the City is sufficient
notice for such inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions.
B. Foundation shall require that all vendors and/or sub-contractors obtain all necessary licenses,
permits, approval, waivers and exemptions necessary for the provision of any contracted
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.
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 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. This Agreement may be signed in counter parts with each counter part being assembled to
create a fully executed Agreement. This Agreement may be signed electronically by any
means mutually agreed upon by the Parties and upon sufficient evidence to demonstrate
the validity of each signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
CITY OF SANTA ANA
_________________________
Alvaro Nuñez
City Manager
ATTEST:
________________________
Jennifer L. Hall
City Clerk
Signatures continue on the next page
Exhibit 1
12
POWER OF ONE FOUNDATION, INC.
BY: __________________________
Andre Roberson
Executive Director
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: _____________________
Laura A. Rossini
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
__________________________
Hawk Scott
Executive Director
Parks, Recreation & Community
Services Agency
Exhibit 1
PC#:
IF THE EQUIPMENT DOES NOT WORK
PROPERLY, NOTIFY THE OFFICE AT ONCE
MULTIPLE SHIFTS OR
OVERTIME RATES MAY APPLY
CUSTOMER IS RESPONSIBLE FOR
REFUELING, DAMAGES AND REPAIRS
******************************************************************************* ******************************** *
*
*
*
Customer is declining Rental Protection Plan (see reverse side for details) ______ (Customer Initials)
Customer Signature Date Name Printed Delivered By Date
1. The total charges are an estimate based on the estimated rental period and other information provided by Customer.
2. Customer assumes all risks associated with the Equipment during the Rental Period, including injury and damage to persons, property and the Equipment.
3. Customer is responsible for and shall only permit properly trained, Authorized Individuals to use the Equipment.
4. If the Equipment does not operate properly, is not suitable for Customer's intended use, does not have operating and safety instructions or Customer has any questions regarding use of the Equipment,
Customer shall not use the Equipment and shall contact Sunbelt immediately.
5. Equipment misuse or using damaged or malfunctioning Equipment may result in serious bodily injury or death and Customer agrees that Customer (i) assumes all risk associated thereunder, and (ii)
indemnifies Sunbelt Entities for all claims or damages as a result of misuse or use of damaged or malfunctioning Equipment.
6. Customer has received, read, understands and agrees to the estimated charges and all the terms on this page, plus all sections on the reverse side of this Contract ("Sections"), including Release and
Indemnification in Section 8 and Environmental Fee in Section 16, which can also be found at www.sunbeltrentals.com/rentalcontract. *Delivery/Pickup Surcharge fee explanation is available at
www.sunbeltrentals.com/surcharge.
7. Customer must contact Sunbelt to request pickup of Equipment, retain the Pick-Up Number given by Sunbelt and will be responsible for Equipment until actuallyretrieved by Sunbelt.
8. Customer waives its right to a jury trial in any dispute as set forth in Section 19.
9. At the election of Sunbelt or Customer, Customer agrees to submit every dispute to arbitration and waives any right to bring a class action as set forth in Section 20.
PDFWS6 (Rev 02/28/22)
QUOTE
SUNBELT RENTALS, INC.
www.sunbeltrentals.com
Page 1 of 2
1652
4000 SACO RD
BAKERSFIELD, CA 93308 9724
661-392-8802
Salesman: 065205 MCAULIFFE, KEVIN (65
Typed By: KMCAULIFFE
Job Site:
EDDIE WEST FIELD
602 N FLOWER ST
SANTA ANA, CA 92703 2359
C#: 714-647-5400 J#: 714-571-4204
For operations in California: Customer is renting equipment registered under the California Air Resources Board (CARB) Portable Equipment Registration Program (PERP). The operator of the Equipment is subject to the
requirements of the PERP regulation and local Air Pollution Control District rules. Under the PERP Regulation, the renter is required to keep a copy of the rental agreement and CARB registration certificate, including
operating conditions and notification requirements, with the Equipment at all times. Customer must also complete the log provided with the Equipment as required by PERP and return the log with the Equipment (see
www.arb.ca.gov/portable/portable.htm). By signing this Contract, the renter acknowledges receipt of these documents.
Customer: 791123
CITY OF SANTA ANA
20 CIVIC CENTER PLAZA
PURCHASING DIVISION M-16
SANTA ANA, CA 92701
Contract #.. 151691461
Contract dt. 3/15/24
Date out.... 10/11/24 11:00 PM
Est return.. 10/13/24 9:00 PM
Job Loc..... 602 N FLOWER ST, SANTA ANA
Job No...... 1 - EDDIE WEST FIELD
P.O. #...... TBD
Ordered By.. SCOTT, HAWK
NET 30
QTY EQUIPMENT #Min Day Week 4 Week Amount
5880.00 MATRAX HD DRIVABLE TRANS 10.80 10.80 10.80 10.80 63504.00
5880 MATS
= 79,380 SQ FT
= 98 PALLETS
= 7 TRUCKS (EACH WAY)
** NON PROFIT DISCOUNT APPLIED**
100.00 MATRAX TOP ADA RAMP 5.00 5.00 5.00 5.00 500.00
100.00 MATRAX BOTTOM ADA RAMP 5.00 5.00 5.00 5.00 500.00
8.00 MATRAX T-BAR INSTALLATION TOOL N/C
SALES ITEMS:
Qty Item number Unit Price
1 CAHERS1 EA 483.780 483.78
CA .75% HEAVY EQUIP. RENTAL TAX
1 MATINSTALL EA 15500.000 15500.00
MATTING INSTALLATION SERVICES
JOBSITE FORMAN & GENERAL LABOR
1-DAY UNLOAD TRUCKS - STAGE EQUIPMENT
2-DAYS INSTALL
1 MATREMOVE EA 15500.000 15500.00
MATTING REMOVEL SERVICES
JOBSITE FORMAN & GENERAL LABOR
2-DAY REMOVAL
1-DAY STAGE MATS - LOAD TRUCKS
PC#:
IF THE EQUIPMENT DOES NOT WORK
PROPERLY, NOTIFY THE OFFICE AT ONCE
MULTIPLE SHIFTS OR
OVERTIME RATES MAY APPLY
CUSTOMER IS RESPONSIBLE FOR
REFUELING, DAMAGES AND REPAIRS
******************************************************************************* ******************************** *
*
*
*
Customer is declining Rental Protection Plan (see reverse side for details) ______ (Customer Initials)
Customer Signature Date Name Printed Delivered By Date
1. The total charges are an estimate based on the estimated rental period and other information provided by Customer.
2. Customer assumes all risks associated with the Equipment during the Rental Period, including injury and damage to persons, property and the Equipment.
3. Customer is responsible for and shall only permit properly trained, Authorized Individuals to use the Equipment.
4. If the Equipment does not operate properly, is not suitable for Customer's intended use, does not have operating and safety instructions or Customer has any questions regarding use of the Equipment,
Customer shall not use the Equipment and shall contact Sunbelt immediately.
5. Equipment misuse or using damaged or malfunctioning Equipment may result in serious bodily injury or death and Customer agrees that Customer (i) assumes all risk associated thereunder, and (ii)
indemnifies Sunbelt Entities for all claims or damages as a result of misuse or use of damaged or malfunctioning Equipment.
6. Customer has received, read, understands and agrees to the estimated charges and all the terms on this page, plus all sections on the reverse side of this Contract ("Sections"), including Release and
Indemnification in Section 8 and Environmental Fee in Section 16, which can also be found at www.sunbeltrentals.com/rentalcontract. *Delivery/Pickup Surcharge fee explanation is available at
www.sunbeltrentals.com/surcharge.
7. Customer must contact Sunbelt to request pickup of Equipment, retain the Pick-Up Number given by Sunbelt and will be responsible for Equipment until actuallyretrieved by Sunbelt.
8. Customer waives its right to a jury trial in any dispute as set forth in Section 19.
9. At the election of Sunbelt or Customer, Customer agrees to submit every dispute to arbitration and waives any right to bring a class action as set forth in Section 20.
PDFWS6 (Rev 02/28/22)
QUOTE
SUNBELT RENTALS, INC.
www.sunbeltrentals.com
Page 2 of 2
1652
4000 SACO RD
BAKERSFIELD, CA 93308 9724
661-392-8802
Salesman: 065205 MCAULIFFE, KEVIN (65
Typed By: KMCAULIFFE
Job Site:
EDDIE WEST FIELD
602 N FLOWER ST
SANTA ANA, CA 92703 2359
C#: 714-647-5400 J#: 714-571-4204
For operations in California: Customer is renting equipment registered under the California Air Resources Board (CARB) Portable Equipment Registration Program (PERP). The operator of the Equipment is subject to the
requirements of the PERP regulation and local Air Pollution Control District rules. Under the PERP Regulation, the renter is required to keep a copy of the rental agreement and CARB registration certificate, including
operating conditions and notification requirements, with the Equipment at all times. Customer must also complete the log provided with the Equipment as required by PERP and return the log with the Equipment (see
www.arb.ca.gov/portable/portable.htm). By signing this Contract, the renter acknowledges receipt of these documents.
Customer: 791123
CITY OF SANTA ANA
20 CIVIC CENTER PLAZA
PURCHASING DIVISION M-16
SANTA ANA, CA 92701
Contract #.. 151691461
Contract dt. 3/15/24
Date out.... 10/11/24 11:00 PM
Est return.. 10/13/24 9:00 PM
Job Loc..... 602 N FLOWER ST, SANTA ANA
Job No...... 1 - EDDIE WEST FIELD
P.O. #...... TBD
Ordered By.. SCOTT, HAWK
NET 30
QTY EQUIPMENT #Min Day Week 4 Week Amount
SALES ITEMS:
Qty Item number Unit Price
14 MOBILIZATION EA 1182.000 16548.00
2114XXX000 EQUIP MOVEMENT MOBILIZATION
Sub-total:112535.78
Tax:6011.37
Total:118547.15
All amounts are in USD
SUNBELT RENTALS TERMS AND CONDITIONS
1) DEFINITIONS. “Authorized Individuals” are those individuals that Customer directly or indirectly allows to use the Equipment, who
must be properly trained to use the Equipment, at least 18 years old or the legal age of majority in the state, whichever is greater and are not under
the influence of any drugs, alcohol, substances or otherwise impaired. “Customer” is identified earlier and includes any of your representatives, agents,
officers, employees or anyone signing this Contract on your behalf. “Environmental Services Charge” is the charge described in Section 17.
“Equipment” is the equipment and/or services identified on the other pages provided, together with all replacements, repairs, additions, attachments
and accessories and all future Equipment rented. “Incident” is any fine, citation, theft, accident, casualty, loss, vandalism, injury, death or damage to
person or property, claimed by any person or entity that appears to have occurred in connection with the E quipment. “Lost” means the Equipment is
either stolen, its location is unknown, or Customer is unable to recover it for a period of 30 days. “FMV” is the Equipment’s fair market value on or
about the date of the Incident relating to the Equipment, plus any administrative fees and expenses .“One Shift” means not more than 8 hours per
day, 40 hours per week and 160 hours every 4-week period, provided that double shift will be 150% and triple shift will be 200% of the rental charge
on Equipment with hour meters. Ordinary Wear and Tear” means normal deterioration considered reasonable in the equipment rental industry for One
Shift use. “Party” means Sunbelt or Customer and together both are the “Parties”. “Pick-Up Number” is the number Customer obtains from Sunbelt
evidencing the Customer’s call to pick up Equipment. “Rental Period” commences when the Equipment is delivered to Customer or the Site Address
and continues until the Equipment is returned to the Store or picked up by Sunbelt during normal business hours, provided Customer has otherwise
complied with this Contract. “RPP” is the rental protection plan described in Section 10. “Site Address” is the location that Customer represents the
Equipment will be located during the Rental Period identified earlier. “Store” is the Sunbelt location identified earlier. “Sunbelt” is Sunbelt and its
affiliated companies, their respective officers, directors, employees and agents. “Telematics Data” is data collected within the Equipment or via
software relating to the Equipment, its performance, location, or operators. Transportation Surcharge” is a charge intended to defray a wide range of
transportation expenses (both direct and indirect), which are not always fully recovered by other transportation charges.
2) TERMS. Customer’s execution of this Contract or taking possession of the Equipment (whichever occurs first) shall be deemed
acceptance of the terms herein for this and all past and future contracts between Sunbelt and Customer upon Customer’s receipt of Sunbelt’s
Equipment under those contracts. Customer rents the Equipment from Sunbelt pursuant to this Contract, which is a true lease. The Equipment (a) is
and shall remain the personal property of Sunbelt and (b) shall not be affixed to any other property. Customer shall not pledge or encumber the
Equipment in any manner.
3) PERMITTED USE. Customer agrees and warrants that (a) Sunbelt has no control over the manner in which the Equipment is
operated during the Rental Period by Customer or any third party that Customer implicitly or explicitly permits, (b) prior to each use and its return to
Sunbelt, Customer shall inspect the Equipment to confirm that the Equipment is in good condition, without defects, readable decals are on the
Equipment, and the Equipment is suitable for Customer’s intended use; (c) Customer has access to and reviews the operating and safety instructions
and will operate the Equipment in accordance with the manufacturer’s instructions and with applicable safety equipment; (d) any apparent agent at
the Site Address is authorized to accept delivery of the Equipment (and if Customer requests, Customer authorizes Sunbelt to leave the Equipment
at the Site Address without requirement of written receipt); (e) Customer shall immediately stop use and notify Sunbelt if the Equipment is damaged,
unsafe, disabled, malfunctioning, warning lights come on, levied upon, threatened with seizure, Lost, or if any Incident occurs; (f) Customer has
received from Sunbelt all information needed or requested regarding the operation of the Equipment; (g) Sunbelt is not responsible for providing
operator or other training unless Customer specifically requests in writing and Sunbelt agrees to provide such training (Cust omer being responsible
to obtain all training that Customer desires prior to the Equipment’s use); (h) Sunbelt is not responsible for Customer’s obligation to provide reasonable
accommodation(s) to any (disabled) Authorized Individual(s); (i) only Authorized Individuals shall use and operate the Equipment, however Customer
is responsible for the Equipment and its use during the Rental Period regardless of the user; (j) the Equipment shall be used and maintained in a
careful manner, within the Equipment’s capacity and in compliance with all applicable laws, regulations, as well as all operating and safety instructions
provided on, in or with the Equipment and all applicable federal, state and local laws, permits and licenses, including but not limited to, OSHA and
ADA, as revised; (k) the Equipment shall be kept in a secure location; and (l) Customer shall provide Sunbelt with accurate and complete information,
which Sunbelt relies upon to provide the appropriate Equipment to Customer .
4) PROHIBITED USE. Customer shall not (a) alter or cover up any decals or insignia on the Equipment, remove any operating or
safety equipment or instructions or alter or tamper with the Equipment; (b) assign its rights under this Contract; (c) move the Equipment from the Site
Address without Sunbelt’s written consent; (d) use the Equipment in a negligent, illegal, unauthorized or abusive manner ; or (e) publicize use of the
Equipment in any manner (including, without limitation, print, audiovisual or electronic); or (f) allow the use of the Equipment by anyone other than
Authorized Individuals (Customer acknowledging that the Equipment may be dangerous if used improperly or by untrained parties).
5) MAINTENANCE. Customer shall perform routine maintenance on the Equipment, including routine inspections and maintenance
of fuel and oil levels, grease, cooling and fluid systems, batteries, tires/tracks cutting edges, and cleaning in accordance with the manufacturer’s
specifications, as applicable. All other maintenance or repairs may only be performed by Sunbelt or its agents, but Sunbelt has no responsibility during
the Rental Period to inspect or perform any maintenance or repairs unless Customer requests a service call. If Sunbelt determines that repairs to the
Equipment are needed, other than Ordinary Wear and Tear, Customer shall pay the full repair charges, additional fees, if any, and rental of the
Equipment until the repairs are completed. If Equipment is stolen or damaged in excess of 40% of the Equipment’s FMV, Customer will be responsible
for the FMV of the Equipment, including sales tax, as applicable. Sunbelt has the right to inspect the Equipment wherever located. Customer has the
authority to and hereby grants Sunbelt and its agents the right to enter the physical location of the Equipment for the purposes set forth herein. Sunbelt
shall be responsible for repairs needed because of Ordinary Wear and Tear. Customer agrees that repair or replacement of the Equipment is
Customer’s exclusive remedy for Sunbelt’s breach of this Section. Notwithstanding Sunbelt’s service commitment, if Customer breaches this Contract,
Sunbelt shall have no obligation to stop the Rental Period, commence repairs or rent other equipment to Customer until Customer or its agent agrees
to pay for such charges.
6) CUSTOMER LIABILITY. DURING THE RENTAL PERIOD, CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE
POSSESSION, CONTROL OR USE OF THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, RENTAL
CHARGES, THEFT, LOSSES, DAMAGES AND DESTRUCTION, INCLUDING CUSTOMER TRANSPORTATION, LOADING AND UNLOADING,
WHETHER OR NOT THE CUSTOMER IS AT FAULT. After an Incident, Customer shall (a) immediately notify Sunbelt, the police, if necessary, and
Customer’s insurance carriers; (b) secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such
Incident, until Sunbelt or its agents investigate; (c) immediately submit copies of all police or other third party reports to Sunbelt; and (d) as applicable,
pay Sunbelt, in addition to other sums due herein, the rental rate for Equipment until the repairs are completed or Eq uipment replaced plus either (i)
the FMV or (ii) the full charges of recovery and repairs of damaged Equipment. Accrued rental charges shall not be applied against these amounts.
Sunbelt shall have the immediate right, but not obligation, to reclaim any Equipment involved in any Incident.
7) NO WARRANTIES. SUNBELT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR ANY
PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF THE EQUIPMENT ON AN “AS IS, WHERE IS” BASIS, WITH “ALL
FAULTS” AND WITHOUT ANY RECOURSE WHATSOEVER AGAINST SUNBELT ENTITIES. CUSTOMER ASSUMES ALL RISKS ASSOCIATED
WITH THE EQUIPMENT AND RELEASES SUNBELT ENTITIES FROM ALL LIABILITIES AND DAMAGES (INCLUDING LOST PROFITS,
PERSONAL INJURY, AND SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES) IN ANY WAY CONNECTED WITH THE EQUIPMENT, ITS INSTALLATION, OPERATION OR USE OR ANY DEFECT OR FAILURE
THEREOF, A BREACH OF SUNBELT’S OBLIGATIONS HEREIN OR ERRORS OR INACCURACIES IN INFORMATION OBTAINED FROM
CUSTOMER OR THIRD PARTIES, UPON WHICH SUNBELT RELIES; PROVIDED HOWEVER, IF CUSTOMER IS A CONSUMER UNDER
APPLICABLE LAW, THEN NO CONSEQUENTIAL DAMAGES LIMITIATION OF INJURIES TO PERSONS SHALL APPLY.
8) RELEASE AND INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER INDEMNIFIES,
RELEASES, HOLDS SUNBELT ENTITIES HARMLESS AND AT SUNBELT’S REQUEST, DEFENDS SUNBELT ENTITIES (WITH COUNSEL
APPROVED BY SUNBELT), FROM AND AGAINST ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING
ATTORNEY’S AND/OR LEGAL FEES AND EXPENSES) HOWEVER ARISING OR INCURRED, RELATED TO ANY INCIDENT, DAMAGE TO
PROPERTY, INJURY OR DEATH OF ANY PERSON, CONTAMINATION OR ALLEGED CONTAMINATION, OR VIOLATION OF LAW OR
REGULATION CAUSED BY OR CONNECTED WITH THE (a) ACCESS, USE, POSSESSION OR CONTROL OF THE EQUIPMENT BY
CUSTOMER OR ANY THIRD PARTY THAT CUSTOMER IMPLICITLY OR EXPLICITLY PERMITS TO ACCESS, USE, POSSESS OR CONTROL
THE EQUIPMENT DURING THE RENTAL PERIOD OR (b) BREACH OF THIS CONTRACT, WHETHER OR NOT CAUSED IN PART BY THE
ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY INDEMNIFIED HEREIN AND ANY OF THE FOREGOING ARISING OR
IMPOSED IN ACCORDANCE WITH THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. CUSTOMER ALSO AGREES TO WAIVE ITS
WORKERS’ COMPENSATION IMMUNITY, TO THE EXTENT APPLICABLE. CUSTOMER’S INDEMNITY OBLIGATIONS SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS CONTRACT. All of Customer’s indemnification obligations under this paragraph shall be joint and several.
9) INSURANCE. During the Rental Period, Customer shall maintain, at its own expense, the following minimum insurance coverage:
(a) for Customers using Equipment for non personal use, general liability insurance of not less than $1,000,000 per occurrence, including coverage
for Customer’s contractual liabilities herein such as the release and indemnification clause contained in Section 8; (b) for Customers using Equipment
for non personal use, property insurance against loss by all risks to the Equipment, in an amount at least equal to the FMV thereof, unless RPP is
elected at the time of rental and paid for prior to any Incident; (c) worker’s compensation insurance as required by law; and (d) automobile liability
insurance (including comprehensive and collision coverage, and uninsured/underinsured motorist coverage), in the same amounts set forth in
subsections (a) and (b), if the Equipment is to be used on any roadway. Such policies shall be primary, non-contributory, on an occurrence basis,
contain a waiver of subrogation, name Sunbelt and its agents as an additional insured (including an additional insured endorsement) and loss payee,
and provide for Sunbelt to receive at least 30 days prior written notice of any cancellation or material change. Any insurance that excludes boom
damage or overturns is a breach. Customer shall provide Sunbelt with certificates of insurance to insurancecertificates@sunbeltrentals.com
evidencing the coverages required above prior to any rental and any time upon Sunbelt’s request. To the extent Sunbelt Entities carry any insurance,
Sunbelt Entities’ insurance will be considered excess insurance. The insurance required herein does not relieve Customer of its responsibilities,
indemnification, or other obligations provided herein, or for which Customer may be liable by law or otherwise.
10) RENTAL PROTECTION PLAN. Customer’s repair or replacement responsibility in Sections 5 and 6 of this Contract is modified
by the RPP, if offered on the Equipment, and Sunbelt shall limit the amount Sunbelt collects from Customer for the Equipment loss, damage or
destruction to the following amounts for each piece of Equipment, per each occurrence: (a) 10% of the FMV for Lost Equipment, up to a maximum of
$500 per piece of Equipment; (b) 10% of the repair charges for incidental or accidental damage to Equipment, up to a maximum of $500 per piece of
Equipment; (c) charges in excess of $50 per tire for tire repairs; and (d) nothing for the rental charges which would otherwise accrue during the period
when damaged or destroyed Equipment is being repaired or replaced by Sunbelt or Lost Equipment is being replaced; provided however, the foregoing
RPP liability reduction only applies if the Conditions (defined below) are satisfied and an Exclusion (defined below) does not apply. The RPP is NOT
INSURANCE and does NOT protect Customer from liability to Sunbelt or others arising out of possession, control or use of the Equipment, including
injury or damage to persons or property. THE RPP IS A CONTRACTUAL MODIFICATION OF CUSTOMER’S LIABILITY. All of the
following “Conditions” must be satisfied for the RPP and the corresponding liability reduction to apply: (i) Customer accepts the RPP in advance of
the rental; (ii) Customer pays 15% of the gross rental charges as the fee for the RPP (plus applicable taxes); (iii) Customer fully complies with the
terms of this Contract; (iv) Customer’s account is current at the time of the loss, theft, damage or destructi on of the Equipment; and (v) none of the
Exclusions apply. Customer assumes the Exclusion risks, meaning that if any Exclusion occurs, the RPP does NOT reduce the lia bility of Customer
to Sunbelt for the loss, theft, damage or destruction resulting from such Exclusion. “Exclusions” shall mean loss, theft, damage or destruction of the
Equipment: (A) due to intentional misuse; (B) caused by Lost Equipment not reported by Customer to the police within 48 hours of discovery, and
substantiated by a written police report (promptly delivered to Sunbelt); (C) due to floods, water level changes, wind, storms, earthquakes or Acts of
God; and (D) accessories or Equipment for which Customer is not charged the RPP fee. THE EXCLUSIONS REMAIN THE LIABILITY OF
CUSTOMER AND ARE NOT MODIFIED BY THE RPP. RPP IS REFLECTED ON THIS CONTRACT AS PART OF CUSTOMER’S ESTIMATED
CHARGES UNLESS CUSTOMER HAS ELECTED TO DECLINE RPP IN WRITING, FAILS TO PAY THE RPP FEE OR MADE OTHER
CONTRACTUAL ARRANGEMENTS WITH SUNBELT. Notwithstanding anything to the contrary in this Contract, if Lost Equipment is later recovered,
Sunbelt retains ownership of the Equipment regardless of any payments made by Customer or Customer’s insurance company with respect to such
Equipment, all of which payments are non-refundable. Customer agrees to promptly return any Equipment that is recovered. Sunbelt shall be
subrogated to Customer’s rights to recover against any person or entity relating to any loss, theft, damage or destruction to the Equipment. Customer
shall cooperate with, assign Sunbelt all claims and proceeds arising from such loss, theft, damage or destruction, execute and deliver to Sunbelt
whatever documents are required and take all other necessary steps to secure in Sunbelt such rights, at Customer’s expense.
11) RENTAL RATES. The total charges specified in this Contract are: (a) estimated based upon Customer’s representation of the
estimated Rental Period identified herein (rental rates beyond the estimated Rental Period may change) and other information conveyed by Customer
to Sunbelt; and (b) for the Equipment’s use for One Shift, unless otherwise noted. Weekly and 4 week rental rates shall not b e prorated. Rental
charges accrue during Saturdays, Sundays and holidays. The rental rates do not include and Customer is responsible for, (i) all consumables, fees,
licenses, present and future taxes and any other governmental charges based on Customer’s possession and/or use of the Equipment, including
additional fees for more than One Shift use; (ii) delivery and pickup charges to and from the Store, including but not limited to any freight, transportation,
delivery, pickup and surcharge fees listed in this Contract; (iii) maintenance, repairs and replacements to the Equipment as provided herein; (iv) a
cleaning fee if required; (v) miscellaneous charges, such as fees for lost keys, RPP, costs to recover Equipment, emergency mobilization or store
opening; (vi) fuel used during the Rental Period and for refueling Equipment as described below; (vii) fines for use of dyed diesel fuel in on-road
Equipment; and (viii) an Environmental Services Charge (see www.sunbeltrentals.com/environmentalfee) and (ix) Transportation Surcharge
(see www.sunbeltrentals.com/surcharge). The convenience charge for off road diesel fuel does not include governmental motor fuel taxes or charges.
Sunbelt collects these fees as revenue and uses them at its discretion.
12) PAYMENT. Customer shall pay for the rental of Equipment, sale of Equipment, materials and all other items and services identified
in this Contract and all other amounts due, without any offsets, in full, in advance at the time of rental, unless Sunbelt approves Customer’s executed
commercial credit application. Commercial customers who are approved for Sunbelt’s extended payment terms must pay, in arrears, upon receipt of
Sunbelt’s invoice, either by cash, check or ACH. Customer must notify Sunbelt in writing of any disputed amounts, including credit card charges,
within 15 days after the receipt of the invoice/contract or Customer shall be deemed to have irrevocably waived its right to dispute such amounts. At
Sunbelt’s discretion, any account with a delinquent balance may be placed on a cash basis, deposits may be required and the E quipment may be
picked up without notice. Due to the difficulty in fixing actual damages caused by late payment, Customer agrees that a service charge equal to the
lesser of 1.5% per month or the maximum rate permitted by law shall be assessed on all delinquent accounts, until paid in full. Customer shall
reimburse Sunbelt for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. Payment of any late charge does
not excuse Customer of any default under this Contract. Customer shall pay a fee of $75 for each check returned for lack of sufficient funds to
compensate Sunbelt for its overhead for processing missed payment. Deposits will only be returned after all amounts are paid in full. CUSTOMER
AGREES THAT IF A CREDIT OR DEBIT CARD IS PRESENTED TO PAY FOR CHARGES OR TO GUARANTEE PAYMENT, CUSTOMER
AUTHORIZES SUNBELT TO CHARGE THE CREDIT OR DEBIT CARD ALL AMOUNTS SHOWN ON THIS CONTRACT AND CHARGES
SUBSEQUENTLY INCURRED BY CUSTOMER, INCLUDING BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO THE EQUIPMENT AND
EXTENSION OF THE RENTAL PERIOD. Effective June 1, 2021 and where permitted by law, Sunbelt may impose a surcharge of 2% (minimum $3)
for credit card payments on charge accounts. This surcharge is not greater than Sunbelt's merchant discount rate for credit card transactions and is
subject to sales tax in some jurisdictions.
13) RETURN OF EQUIPMENT. Sunbelt may terminate this Contract at any time, for any reason. The Equipment shall be returned to
Sunbelt (when needed for inspections, maintenance and at the end of the Rental Period) in the same condition it was received, less Ordinary Wear
and Tear and free of any hazardous materials and contaminants. Customer will return the Equipment at the end of the Rental Period, but will continue
to be responsible for rental and other charges after the Rental Period if the Equipment is not returned in the condition required herein. If Sunbelt
delivered the Equipment to Customer, Customer shall notify Sunbelt that the Equipment is ready to be picked up at the Site Address and obtain a
Pick-Up Number, which Pick-Up Number Customer should keep as proof of the call; provided Customer remains liable for any loss, theft, damage t o
or destruction of the Equipment until Sunbelt confirms that the Equipment is returned in the condition required herein. Customer will not be charged
the rental charges after the date the Pick-Up Number is given, provided Customer has otherwise complied with this Contract. No pickups occur on
Sundays or statutory holidays and Saturday pickups are dependent on specific Store hours. If Customer picked up Equipment, Customer shall return
Equipment to the same Store during that Store’s normal business hours. If the Equipment is not returned by the estimated end of the Rental Period
specified earlier, Customer agrees to pay the applicable rental rate for the Equipment until the end of the Rental Period.
14) PURCHASES. If this Contract identifies any Equipment, materials or other items that is to be purchased by Customer, Sunbelt
sells and delivers such items to Customer on an “AS IS, WHERE IS” basis, with all faults and without any warranties (other than manufacturer
warranties, if any) in consideration for Customer’s payment to Sunbelt of the full purchase price of the item, Sunbelt retains title to the item until
Customer has paid in full.
15) DEFAULT. Customer shall be in default if Sunbelt deems itself insecure or if Customer: (a) fails to pay sums when due; (b)
breaches any Section of this Contract; (c) becomes a debtor in a bankruptcy proceeding, goes into receivership, takes protection from its creditors
under any insolvency legislation, ceases to carry on business, or has its assets seized by any creditor; (d) fails to insure the Equipment as required,
or otherwise places the Equipment at risk; (e) fails to return Equipment immediately upon Sunbelt’s demand; or (f) is in default under any other contract
with Sunbelt. If a Customer default occurs, Sunbelt shall have, in addition to all rights and remedies at law or in equity, the right to repossess the
Equipment without judicial process or prior notice. Customer shall pay all of Sunbelt’s costs, including reasonable costs of collection, court costs,
attorneys and legal fees, incurred in exercising any of its rights or remedies herein. Sunbelt shall not be liable due to seizure of Equipment by order
of governmental authority. CUSTOMER WAIVES ANY RIGHT OF ACTION AGAINST SUNBELT ENTITIES FOR SUCH REPOSSESSION.
16) CRIMINAL WARNING. The use of false identification to obtain Equipment or the failure to return Equipment by the end of the
Rental Period may be considered theft, subject to criminal prosecution and civil liability where permitted, pursuant to appli cable laws.
17) ENVIRONMENTAL SERVICES CHARGE. To promote a clean and sustainable environment, Sunbelt takes various measures to
comply with applicable environmental regulations, as well as with Sunbelt’s own policies. Sunbelt also incurs a wide range of environmental related
expenses (both direct and indirect). These expenses may include services such as waste disposal, construction and maintenance of cleaning facilities,
acquisition of more fuel-efficient equipment, as well as, labor costs, administration costs, etc. To help offset these and other costs, Sunbelt assesses
an Environmental Services Charge, plus applicable taxes thereon in connection with certain rentals. The Environmental Services Charge is not a tax
or governmentally mandated charge and is not designated for any particular use or placed in an escrow account, but is a charge that Sunbelt collects
as revenue and uses at its discretion.
18) FUEL. For Equipment that uses fuel, Customer has three options: (a) Prepay Fuel Option - Customer may purchase a full tank of
fuel for the Equipment at the start of the rental, in which case a “convenience charge” will appear on this Contract (calcula ted by multiplying the
estimated fuel capacity of Equipment by the Prepay per gallon rate). As an added benefit, Customer may return the Equipment full of fuel and the
convenience charge will be refunded (however, if not returned full, Customer will not obtain any credit for fuel left in the Equipment upon return); (b)
Pay on Return Option - if Customer returns Equipment with less fuel than when received, Customer shall pay a refueling charge (calculated by
multiplying gallons required to refill tank with fuel to level when received, by the Pay on Return per gallon rate); and (c) Return Full Option – if Customer
returns the Equipment with at least as much fuel as when it was received (most Sunbelt Equipment comes with a full tank of fu el, but not all), no fuel
charge will be assessed. The cost of Customer refueling Equipment itself will generally be lower than the Prepay Fuel Option or the Pay on Return
Option; however these options each allow for the convenience of not refueling. Customer agrees that none of these options are a retail sale of fuel.
19) LIMITATION OF SUNBELT’S LIABILITY. IN CONSIDERATION OF THE RENTAL OF EQUIPMENT, CUSTOMER AGREES
THAT SUNBELT’S LIABILITY UNDER THIS CONTRACT, INCLUDING ANY LIABILITY ARISING FROM SUNBELT’S, SUNBELT ENTITIES, OR
ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A
RESULT OF ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL RENTAL CHARGES PAID BY CUSTOMER UNDER
THIS CONTRACT.
20) JURY TRIAL WAIVER. IN ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO
THIS CONTRACT, CUSTOMER AND SUNBELT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL
BY JURY, THIS WAIVER BEING A MATERIAL INDUCEMENT TO ENTERING INTO THIS CONTRACT.
21) ARBITRATION AGREEMENT & CLASS ACTION WAIVER. AT THE ELECTION OF CUSTOMER OR SUNBELT, ANY
DISPUTE ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS CONTRACT SHALL BE SETTLED BY
ARBITRATION BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN A PURPORTED CLASS OR
REPRESENTATIVE CAPACITY, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL
ARBITRATION RULES OR BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES AND JUDGEMENT ON
THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE SHALL
BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR TRIED ON A CLASS ACTION BASIS.
22) COMPLIANCE WITH EXPORT AND IMPORT LAWS. Removal of the Equipment from the United States (“U.S.”) is prohibited
under this Contract. If Customer desires or causes the transport and/or operation of the Equipment outside of the U.S., Customer must (a) obtain
Sunbelt’s consent prior to taking such action, including approval of established customs broker, and (b) execute an amendment to this Contract, which
amendment is incorporated herein. If Customer exports or re-exports without complying with the above sentence, Customer agrees that (i) the
Equipment is subject to and must comply with all applicable export laws, including but not limited to the Export Administration Regulations; and (ii)
Customer, as the exporter/importer of record, is responsible for: (A) determining whether and obtaining if necessary, export or re-export licenses or
other authorizations as required prior to exporting or re-exporting the Equipment, (B) obtaining any required documentation necessary for return of
the Equipment, and (C) ensuring no unauthorized transfers or diversions of the Equipment occur. Refer to www.bis.doc.gov for information.
23) COLLECTION OF DATA. Customer consents to the collection, use and disclosure of the data and information Customer
voluntarily provides to Sunbelt, including personal identifiable information and financial information, as well as the Telematics Data collected from the
Equipment, as described in our Privacy Policy found at www.sunbeltrentals.com/privacypolicy.
24) GOVERNING LAW. The Parties expressly and irrevocably agree: (a) this Contract, including any related tort claims, shall be
governed by the laws of South Carolina, without regard to any conflicts of law principles and (b) if any Section of this Contract is prohibited by any
law, such Section shall be ineffective to the extent of such prohibition without invalidating the remaining Sections.
25) FORCE MAJEURE. Sunbelt shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or
breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract when and to the extent such failure or delay is
caused by or results from acts beyond Sunbelt’s control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"):
(a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist
threats or acts, riot or other civil unrest; (d) government order, law, regulations, shutdowns, or actions; (e) embargoes or blockades in effect on or
after the date of this Contract; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h)
shortage of adequate power or transportation facilities; and (i) other events beyond the control of Sunbelt.
26) MISCELLANEOUS. This Contract, together with any Customer executed commercial credit application, if any, constitutes the
entire agreement of the Parties regarding the Equipment and may not be modified except by written amendment signed by the Parties. Any reference
in Customer's purchase order or other Customer document to other terms that shall control this transaction shall be void. This Contract benefits solely
the Parties and their respective permitted successors and assigns and nothing in this Contract, express or implied, confers on any other person any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Contract. Customer’s obligations hereunder shall
survive the termination of this Contract. If any term is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any
other term or invalidate or render unenforceable such term. This Contract and all of Customer’s rights in and to the Equipment are subordinate to all
rights, title and interest of all persons (including Sunbelt’s lenders) who have rights in the Equipment. Headings are for convenience only. To the
extent that any terms in this Contract conflict, the Parties agree that the more specific terms control. A copy of this Contract shall be valid as the
original. Any failure by Sunbelt to insist upon strict performance of any Section of this Contract shall not be construed as a waiver of the right to
demand strict performance in the future. Customer and the person signing this Contract agree, represent and warrant that: (a) the person executing
is 18 or the legal age of majority in the state, whichever is greater and they both have full authority to execute, deliver and perform this Contract; and
(b) this Contract constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms. If the Parties have a fully
executed, active agreement, intended to govern over conflicting terms and conditions, such agreement shall take precedence over the terms herein.
Additional terms and conditions for Shoring can be found at https://www.sunbeltrentals.com/about/shoring-bridging-additional-terms-and-conditions/
Rev Date 06/16/2021
800-736-2504
sunbeltrentals.com
On-Site Maintenance
Trained Technicians
On-Time Deliveries
Rapid Response
Matrax 4x4 HD Composite Mats
Protect your work area with a safe, stable surface for heavy vehicles and equipment.
Product Specifications
Manufacturer Matrax
Size Overall Dimensions: 4’ x 4’ x 1.5” Surface Area: 13.5 square feet per mat
Weight 50 lbs
Compression Strength 450 psiMax wheel load: 300 psi
Colors Gray and White
Material 100% HDPE
Industries Utilized Events, Warehousing, Storage, Aviation
Connection System Matrax utilizes a vertical locking system with 4” overlapping flanges or “lips” to interlock individual panels to each other, creating a contiguous surface that is free from trip hazards. Matrax 4x4 HD composite mats also integrate seamlessly with LD composite mats, offering extreme versatility.
The Matrax 4x4 HD Composite Mat is perfectly suited for stadium use
and other large scale venues requiring vehicular access. The matting
system is capable of supporting heavy loads such as tractor trailers,
rigging, and equipment staging platforms, and can also be used for
additional applications such as temporary event parking, tent flooring
and industrial warehouse flooring.Molded, textured
slip-resistant surface
Quarter-turn fastener
(4 per mat)
Lower lips