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Home My WebLink About25G - AGMT FIESTAS PATRIASREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 20, 2019 TITLE: APPROVE AN AGREEMENT WITH FIESTA DE CARNIVAL FOR CARNIVAL SERVICE RIGHTS FOR THE FIESTAS PATRIAS 2019 EVENT AND THE CITY TO RECEIVE 25% OF TOTAL REVENUE SALES TO BE DEPOSITED IN THE GENERAL FUND (STRATEGIC PLAN NO. 5, 5) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on ls' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with International Promotions, Inc. doing business as Fiesta de Carnival for carnival services rights for the Fiestas Patrias 2019 event and the City to receive 25% of total revenue sales deposited in the General Fund, for a term starting August 20, 2019 through November 30, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The annual Fiestas Patrias event is a positive event for the City and its residents. This event not only attracts thousands of Santa Ana residents, but also attracts visitors from all over Orange County. The purpose of this event is to celebrate Fiestas Patrias through a safe family -friendly event that includes live entertainment, food booths, informational booths, merchandise/service booths, cultural exhibits and carnival rides/games over a two-day weekend. The 41st Annual Fiestas Patrias will take place on September 14 and September 15, 2019. The City of Santa Ana is proposing to enter into an agreement with Fiesta de Carnival to provide a two-day carnival at the event as they have provided these services at park carnival events for the City in the past to the satisfaction of the City. Fiesta de Carnival will be responsible for providing all the equipment, carnival rides and games, and clean-up for the carnival. In consideration for providing these exclusive rights to Fiesta de Carnival, the City will receive 25% of total revenue sales for the event, estimated at $5,000-$7,500. Fiesta de Carnival will be obligated to obtain all necessary licenses, permits, approvals, and waivers. 25G-1 Agreement with Fiesta de Carnival for Carnival Service Rights for the Fiesta Patrias 2019 Event August 20, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure). FISCAL IMPACT Funds will be deposited in the following account for the specified year: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description FY 19-20 01113002- General PRCSA - City Events Estimate 53331 Fund $5,000-$7,500 LkaOudloff E.Yecutive Parks, Recreation and Community Services Agency Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPA Executive Director J"" Finance and Management Services Agency 25G-2 AGREEMENT FOR CARNIVAL SERVICES FOR FIESTAS PATRIAS 2019 THIS AGREEMENT is made and entered into this 20th day of August, 2019 by and between International Promotions, Inc., a California Corporation doing business as Fiesta de Carnival (hereinafter "Provider"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. City holds the Fiestas Patrias event annually for the community. City desires a vendor to provide carnival services for the City's Fiestas Patrias event scheduled for September 14-September 15, 2019. B. Provider represents that it is knowledgeable and experienced in the field of providing carnival services. Provider also represents that services performed by Provider under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional company in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Provider will provide carnival services for the City's 2019 Fiestas Patrias Festival ("Festival" or "Event") on Saturday September 14, 2019 from 12:00 p.m. -11:00 p.m. and Sunday September 15, 2019 from 12:00 p.m. —10:00 p.m. Provider's duties include: #6302v1 A. SPECIAL EVENT PERMIT REQUIREMENTS — Provider shall submit all required special event materials and approvals to the Special Events Office no later than Friday August 30, 2019 unless otherwise indicated. Materials and approvals include, but are not limited to, the following: 1) Carnival site plan: Site plan must include, but is not limited, to the following: description, size, quantity and location of rides, game booths, food booths, vendor booth(s), ticket booth(s), carnival staff office/trailer, staff break area, first aid booth, and generators. Generator specifications such as gallon size, type of fuel (gas/diesel), and quantity/storage of additional fuel onsite is required. 2) Santa Ana Business License: Provider must provide a copy of their current Santa Ana Business License. All participating carnival vendors/exhibitors (including food or sale vendors) must have a current Santa Ana Business License and be pre - approved through the City of Santa Ana's Business Tax department. Provider and/or vendors will be responsible for paying any fees related to the Business Tax department. Business License inquiries can be made to the Business Tax department at BusinessTax asanta-ana.ore. All participating carnival Agreement for Carnivice1or Fiestas Patrias 2019 7 #6302vl vendors/exhibitors (including food or sale vendors) must have a current sellers permit and be pre -approved through the California State Board of Equalization. Provider and/or vendors will be responsible for paying any fees related to their sellers permit. Permit inquiries can be made to the California State Board of Equalization at www.boe.ca.gov. 3) Certificate of Liability Insurance and Additional Insured Endorsement: Provider and all participating carnival vendors must demonstrate proof of insurance coverage according to City requirements and must be pre -approved through the Risk Management department. Individual vendors may purchase a special event insurance policy through the City if requested by Friday, August 23, 2019. Late requests will not be accepted. Insurance inquiries can be made to Risk Management at RMD a santa-ana.orr . 4) Orange County Fire Authority (OCFA) Approval: Provider is required to obtain approval through the OCFA for carnival layout, setup/tear down, equipment, activities and street closures. Materials can be submitted directly to OCFA at SpecialEvents amcf, a.ore. 5) Orange County Health Care Agency (OCHCA) Approval: Provider is required to obtain health permits through the OCHCA for food and beverage distribution and pay any associated health permit fees for their contracted food vendors. All OCHCA applications, materials and payments (if applicable) must be submitted to the Special Events Office for routing to the OC Health Care Agency. Provider's food vendors are required to follow all food handling, storage and event guidelines at all times. Any fees or penalties related to the incompliance of health guidelines by contracted food vendors will be at the expense of the Provider. For inquiries related to food and beverage distribution, contact OCHCA at EHSnecialEvents a ochca.eom. 6) Event Notification to Neighborhood Associations. Businesses and Organizations: City will be responsible for distributing event notification to neighborhood associations, businesses, and organizations surrounding event area. 7) Financial Statement: Provider must obtain a CPA firm to audit their receipts and issue an audit report to the City 45 days after the event. B. BUILDING & PLANNING PERMITS - Provider shall obtain all required permits and approvals from the Building and Planning department no later than Friday, August 30, 2019 unless otherwise indicated. Materials that must be submitted to the Special Events Office are as follows: 1) Electrical Permit 2) Inspection Record Card w/Scheduled Inspection Date and Time 3) Building Permit for temporary mechanical structures and tents large than IWO Agreement for Carnival Services for Fiestas Patrias 2019 26G-4 #6302vl C. CLEAN UP - Provider will maintain continuous litter control dining the entirety of the Event within the carnival area and adhere to the following: 1) Provide a professional cleaning crew to ensure that trash does not accumulate on streets and sidewalks at any time within the carnival area. 2) Impose adequate mitigation measures to ensure removal and disposal of grease from food and/or cooking booths are utilized, including but not limited to, the use of grease barrels. 3) Provide and pay for City approved contractor to steam clean streets/sidewalks on Flower Street (between Santa Ana Boulevard and 6"' Street) and provide residents 24-hour notice prior to such sidewalk steam cleaning, if applicable. 4) Empty and place a clean liner in all City sidewalk trashcans and cardboard trash boxes located within the carnival area. This is to be done throughout the duration of the two-day festival and the Monday following the event before vacating the carnival area. D. EQUIPMENT - Provider shall provide all necessary equipment; resources and labor to develop and produce the carnival. 1) Equipment shall include lighting for all vendor booths, which is to be maintained and fully illuminated until all attendees have vacated the festival and carnival grounds each day. 2) City will provide adequate portable restrooms in the carnival area from 8:00 a.m. Saturday morning (Event start time) through 10:00 p.m. Sunday (Event end time) and will maintain trash receptacles within portable restrooms only; they shall be positioned and serviced to prevent noise and odor disturbances to surrounding residents. 3) Provider will provide trashcans for and clean the carnival midway areas each night and at the close of the Event. 4) Provider shall inspect all equipment prior to its use to ensure safety and repair on site as needed. E. NEIGHBORHOOD ASSOCIATIONS & BUSINESSES - Provider shall exercise caution and special measures to ensure minimal disruption to owners and tenants that surround the event area. F. QUIET HOURS — The following designated quiet times shall be strictly adhered to by all carnival employees and sub -contractors and there shall be with no construction set up or tear down as follows: Friday from 12 midnight to Saturday 8:00 a.m. Saturday from 12 midnight to Sunday 8:00 a.m. Agreement for Camivice�or Fiestas Patrias 2019 3 #6302vl • Sunday from 10:00 p.m. through Monday 8:00 a.m. G. EVENT SET UP - The Event shall include a carnival as follows: 1) City will attempt to obtain the following non -City locations for carnival staging, setup and staff/vendor parking, and use will be contingent on state approval: P2 Service Lot (OC Court lot east of Flower Street, between Civic Center Drive and 6111 Street) 2) Provider must secure their own land use permits for any additional private lots that may be required for the purposes of carnival staging, setup, storage or staff/vendor parking. Permits must be obtained no later than 30 days prior to the event. 3) Provider will work with City regarding street closures and property access as follows: Carnival load in and setup on Friday between the hours of 9:00 a.m. until 11:00 p.m. on Flower Street between 6`h Street and Santa Ana Boulevard. Clear access must be maintained on 61h Street (west of Flower Street) and north/southbound on Santa Ana Boulevard. Access into the P2 Service Lot must remain open on Friday. Final location for carnival rides and booths will be mutually agreed upon between the City and the Provider. 4) City will assist Provider with providing staging areas and access for Provider's vehicles before, during and after the Event. 5) Provider shall be responsible for securing temporary storage locations for all carnival equipment needs and must secure approval from City of any outdoor off -site accommodations within City limits no later than two weeks prior to the Event. 6) Provider may not store equipment on City owned property or City right of way prior to the set up time, without prior City approval. Such approval must be requested no later than August 30, 2019. 7) Provider will not allow any employees to sleep overnight inside the Event boundaries. 8) Provider must supply restroom facilities for its staff during set up and tear down. 9) Provider may begin set up of rides at 9:00 a.m. Friday prior to the Event. H. CARNIVAL REQUIREMENTS- 1) City will provide Provider with four (4) food booths and one (1) vendor booth. City will provide one (1) table and two (2) chairs per booth. City will provide one power source/outlet for each booth space. The City and Provider will mutually agree upon location of booths. Food and sale items must be pre -approved by the Agreement for Carnival Services for Fiestas Patrias 2019 AMU-6 #6302v1 City. All food and vendors using City provided booths must comply with the City's Special Event Permit requirements. 2) Provider will setup one (1) ticket booth throughout the event space, along with providing ride tickets and ticket booth personnel for the Event. 3) Provider will set up five (5) major rides and six (6) kiddie rides. a. Major rides are listed as follows: Wind Jammer, Sizzler, Tilt a Whirl, Graviton, and Round Up. b. Kiddie rides are listed as follows: Lady Bugs, Berries, Glass House, Fun House, Cars, and Super Slide. c. Provider will provide two (2) generators and are listed as follows: 570kw and 320kw 4) Provider will set up eight (8) game booths. Game booths are listed as follows: Basketball, Gold Fish, Basket Toss, 7/11, Spill the Milk, Milk Jar, Water Race, and Clown Around. 5) Provider will provide the maximum quantity of rides and games possible according to the space allowed. All mechanical rides are to be California Department of Occupational Safety and Health Certified and have all of the required state, county or local permits. All operators of such rides and games must have any required state licenses. All rides will be of the same quality as in previous carnival events conducted with the City. I. SECURITY 1) Provider shall provide two (2) state licensed uniformed guards in the carnival area overnight each day of the Event. 2) A minimum of 50% of the Security staff must be bilingual, English/Spanish speaking. 3) Security personnel must wear uniforms distinct from local law enforcement agency. 4) Provider shall ensure that all security guards are equipped with radios for internal communications and that the Security Supervisors are equipped with one radio each for communications with the Santa Ana Police Department (hereinafter "SAPD") and City staff. 5) Provider shall ensure that there is one Security Supervisor on site at all times during the Event. 6) The security staff shall take final direction and instruction from the SAPD Agreement for Carniv Vor Fiestas Patrias 2019 Supervisor in charge of the event and will meet with the SAPD Supervisor and other staff as needed at the beginning of each day of the Event. 7) Security guards shall not carryweapons, batons, or tear gas. 8) Security guards shall report only to the SAPD Sergeant in charge of the event or the Community Services or Events Supervisor. 9) Security staff shall contact SAPD for any criminal activity, but may intervene for non -criminal activity such as illegal vendors, rule violations, crowd control, traffic control, etc. 10) Security personnel shall assist with the following: a. Ensuring that no vehicles park on streets within the carnival boundaries each day of the Event. b. Preventing vehicles from stopping to drop off equipment. c. Monitoring specific problem areas identified by SAPD d. Monitoring carnival area for any illegal, gang or other criminal activity. e. Assisting SAPD with closing down the carnival nightly. 2. COMPENSATION Provider will provide services pursuant to this Agreement and will be entitled to keep 75% of the revenue generated pursuant to this Agreement. Provider will pay to City 25% of the revenue generated for services provided pursuant to this Agreement no later than Monday, September 16, 2019. Provider will also provide an accounting to the City for the revenue generated pursuant to this Agreement as specified in Section IA(7) of this Agreement. City will provide Provider with four (4) food booths and one (1) vendor booth for a total value of $9,200. 3. CARNIVAL LOCATION The carnival location will be on Flower Street north of Santa Ana Boulevard and South of Sixth Street as indicated in the attached Exhibit A. City reserves the right to change the carnival location prior to Festival with advance notice to Provider. 4. FESTIVAL HOURS The Festival shall take place as follows: A. Saturday September 14, 2019 between the hours of 12:00 p.m. to 10:00 p.m. The carnival will close at 11:00 p.m.; and 96302v1 Agreement for Carnival Services for Fiestas Patrias 2019 26G -8 B. Sunday September 15, 2019 between the hours of 12:00 p.m. to 9:00 p.m. for the festival. The carnival will close at 10:00 p.m. 5. AGREEMENTS BETWEEN VENDORS OR SUB -CONTRACTORS AND PROVIDER Any agreements between Provider and Sub -Contractors or vendors for services for Event shall include the provisions noted below. Provider will provide City proof of compliance with this provision prior to set up of the Event. Failure to comply with this provision will be grounds for termination of this Agreement: A. Provision for indemnity of the City as set forth in Section 13 of this Agreement; and B. Insurance coverage as and additional insured endorsement naming the City, its officers, employees, agents, volunteers and representatives as an additional insured as set forth in Section 12 of this Agreement. 6. TRASH CLEAN UP Provider is responsible for maintaining litter control and sufficient trash bins during the event. Provider is also responsible for clean up after the event and returning the carnival location to the same condition that it was in prior to the carnival. 7. ACCESS TO EVENT BY CITY STAFF City staff wearing City identification will have access to the carnival at all times and for all locations. 8. CLEANING AND DAMAGES DEPOSIT REQUIRED No cleaning or damage deposit is required for the Festival. Once the carnival is complete, the City will notify Provider within 48 hours whether any additional clean up is required. If City determines that additional clean up is required, City will notify Provider in writing of the need for additional clean up and the time line for completing that clean up. If Provider fails to adequately clean-up after City provides notice of additional clean up or if Provider fails to adequately clean-up within the time provided by the City for the additional clean-up, City will hire a company to provide additional clean up and Provider will reimburse the City for the reasonable and actual costs (including any prevailing wages required to be paid by the City) paid to perform the additional clean-up. 9. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2019, unless terminated earlier in accordance with Section 20, below. Designated portions of this Agreement will survive termination or expiration of this Agreement. #6302v1 Agreement for Camiveor Fiestas Patrias 2019 UT 10. INDEPENDENT CONTRACTOR Provider shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Provider performs the services which are the subject matter of this Agreement; however, the services to be provided by Provider shall be provided in a manner consistent with all applicable standards and regulations governing such services. Provider shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 11. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Provider under this Agreement ("Documents & Data"). Provider represents and warrants that Provider has the legal right to license any and all Documents & Data. Provider makes no such representation and warranty concerning Documents & Data, which were provided to Provider by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Provided however that any drawings and artwork prepared by Provider shall remain the sole and exclusive property of Provider and City shall have no right to copy, use, modify, reuse or sublicense any and all such items other than in connection with the 2019 Festival. The Provider may not use any drawings or artwork that identifies the City of Santa Ana or uses the City seal for any use other than the 2019 Festival without written authorization. 12. INSURANCE Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: #6302v1 A. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Provider's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in an amount not less than $1,000,000 per occurrence, with $2,000,000 in the aggregate. Provider shall supply City with a fully executed additional insured endorsement in a form approved by the City Attorney upon execution of this Agreement. Agreement for Carnival Services for Fiestas Patrias 2019 26Gs-10 #6302v1 B. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Provider, if Provider has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the perfonnance of the work under this Agreement, Provider agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. D. If Provider is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. E. The following requirements apply to the insurance to be provided by Provider pursuant to this section: 1) Provider shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 2) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 3) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 4) In the event that Provider has insurance coverage in excess of the required amounts, City will get the benefit of Provider's additional insurance coverage. F. If Provider fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Provider's right to be paid for its time and materials expended prior to notification of termination. Provider waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Provided however, that prior to terminating the Agreement, City shall provide Provider with seven (7) calendar days' written notice of the default and allow Provider to cure the default by providing said insurance during the seven day period following Provider's receipt of written notice of the default. Agreement for Camiy,�ldgice� f r Fiestas Patrias 2019 LL.71 t*9g1� 13. INDEMNIFICATION Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Providers, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement but only to the extent resulting from their negligence or willful or intentional acts. City agrees to and shall indemnify and hold harmless the Provider, its officers, directors, shareholders, contractors, subcontractors, agents, employees, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct operations of the City or its contractors, subcontractors, agents, employees, which relates to the services described in section I of this Agreement but only to the extent resulting from their negligence or willful or intentional acts. 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 Indemnifying Party further agrees to indemnify, hold harmless, and pay all costs for the defense of the other, including fees and costs for special counsel to be selected by the other, 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. The provisions of this Section survive cancellation or expiration of this Agreement. 14. . RECORDS Provider's records and invoices in connection with the work to be performed under this Agreement shall remain the sole and exclusive property of Provider. In the event any such records are provided to City, City shall maintain the confidentiality of these records and not disclose them to any other person or company except as necessitated by law including but not limited to Court order, subpoena, and/or public records act request. Provider shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements for a minimum period of three (3) years. 15. 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 #6302vl Agreement for Carnival Services fnFiestas Patrias 2019 2543 02 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 Provider disclosed in a publicly available source; (c) is in rightful possession of the Provider without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Provider without reference to information disclosed by the City. The provisions of this Section survive cancellation or expiration of this Agreement. 16. CONFLICT OF INTEREST CLAUSE Provider covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 17. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: And #6302v1 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 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Agreement for Catni21 is r Fiestas Patrias 2019 To Provider: Fax 714- 647-6515 International Promotions, Inc., dba Fiesta de Carnival Attention: Mr. Ted Holcomb 11551 Weatherby Road Los Alamitos, California 90720 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. 18. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Provider, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Provider. The parties agree that any 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 Provider 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 are not embodied herein. 19. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Provider, Provider may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 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 Providers retained by City at its cost and expense. 20. TERMINATION This Agreement may not be terminated by either party unless the other is in material breach of the Agreement and then only after providing fifteen (15) calendar days' notice to the other and allowing the other the right to cure the alleged default. A material default is defined as an act or omission that would materially jeopardize the success of the Festival including but not limited to failing to provide the required documents pursuant to the time frames in this agreement and failure to adhere to any of the #6302v1 Agreement for Carnival Serv'ces for Fiestas Patrias 2019 23}14 terms of this agreement. A material default shall also include any action that will damage the image and/or reputation of the City. Prior to delivering a notice of default, the parties shall first discuss the nature of the default and to the extent necessary, work together to remedy the default or provide an alternative means of performance that is reasonably acceptable to each party. Each party recognizes that the other will have a substantial investment of time and money in performing this Agreement. 21. DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 22. 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. 23. PROFESSIONAL LICENSES A. Provider shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Provider 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. B. Provider shall receive all vendors and/or sub -contractors to 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. Provider 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. 24. MISCELLANEOUS PROVISIONS #6302vl 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 Agreement for CamiIIServiceq Cr Fiestas Patrias 2019 by the signatory or is withdrawn. B. A'l Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. written. !N WITNESS W EREOF, the parties hereto have executed this Agreement the date and year first above ATTEST: I CITY OF SANTA ANA DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. fl• Kvb"2 U Laum A. Rossini Senior Assistant City Attorney FOR APPROVAL: Lisa Rudloff Executive Director of Parks, Recreation, and Community Services Agency 02v1 KRISTINE RIDGE City Manager PROVIDER International Promotions, Inc. By: tee./ yT� Ted Holcomb, President Tax IDU Agreement for Carnival Services for Fiestas Patrias 2019 Page 14 25G-16 #6302v1 EXHIBIT A CARNIVAL LOCATION Agreement for Carni2�ej5i gstr Fiestas Patrias 2019 EXHIBIT A: 2019 FIESTAS PATRIAS CARNIVAL SITE PLAN Location of booth spaces below are designated by the City and are subject to change. LAST UPDATED 7/8/2019 25G-18