HomeMy WebLinkAboutVIVE BENE LLC, dba MANGIAMO GELATOCity of Santa Ana
/s.
71,11 City Clerk �� I N
AGREEMENT TERMINATION FORM Ar-
Please complete this form in its entirety when the attached agreement and all
amendments (if any) are no longer in effect.
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form.
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Return form to the City Clerk's Office (M-30).
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i1agmementsVormWorm - agreement termination form_gaidenrod.doc
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City of Santa Ana
-JUL 06 2023
City Clerk's Office
SZ (LS andfinal
ypaayment has been made.
Department: P �� la
Phone/Ext.: Lwj
Signature: SIG
Date:
INSURANCE ON FILE
WORK MAY PROCEED N-2023-061
UNTIL INSURANCE EXPIRES
I1.12.2023
CLERK OF COUNCIL
DATE:
AGREEMENT WITH VIVE BENE, LLC, DBA MANGIAMO GELATO FOR THE
SANTA ANA SPRING FEST 2023 EVENT
c�
cd THIS AGREEMENT is made and entered into this 21 st day of February 2023, by and between
Vive Bene, LLC., a California limited liability company ("Vendor"), and the City of Santa Ana, a
charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California ("City").
O. p9c3 (�tJ,uidwcs�(S�`, 1 RECITALS
A. The City desires to retain a vendor to provide gelato for the City's Spring Fest Event
at El Salvador Park on March 25, 2023 between the hours of 10:00am-1:OOpm.
B. Vendor represents that Vendor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Vendor represents that it is
knowledgeable in its field and that any services performed by Vendor under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional contracting firm in the field.
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
Vendor shall, during the term of this Agreement, provide one gelato cart and table set-up,
two (2) service staff for three (3) hours, eight (8) trays of gelato, gelato cups, spoons, napkins,
disposable trays, and lids for up to 500 guests for the Santa Ana Spring Fest Event at El Salvador
Park,1825 W. Civic Center Drive, Santa Ana, CA 92703, on March 25, 2023 from 10am-1:00pm
as further described and set forth in Exhibit A, attached hereto and incorporated in full. City
grants Vendor the right to enter its property for the purpose of delivery, set-up, operation, and pick-
up beginning at 9:30am the day of the event. The equipment shall be disassembled and removed
by Vendor at the conclusion of the event.
2. COMPENSATION
a. City agrees to pay, and Vendor agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit A. The total amount to be
expended under this Agreement shall not exceed Two Thousand Dollars and Zero
Cents ($2,000.00), This sum is comprised o£(1) the base sum of $1,215.00 and (2)
a contingency in the amount of $785.00 for additional services at the City's sole
discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
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Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals and Scope of Work, which may reasonably be expected by
City.
3. TERM
This Agreement shall commence on the date first written above and terminate on March
25, 2023 after the event, or one calendar day after the event, whichever occurs first, unless
terminated earlier in accordance with Section 17, below,
4. PREVAILING WAGES
Vendor is aware of the requirements of California Labor Code Section 1720, or seq., and
1770, et seq., as well as Cali£orrria Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $t,000 or more, Vendor agrees to fully
comply with such Prevailing Wage Laws. Vendor shall defend, indemnify and hold the City, its
elected officials, officers, employees and agents free and harmless from any claim or liability
arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
S. INDEPEN'DENT CONTRACTOR
Vendor shall, during the entire teen of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer -employee relationship, a joint venture relationship, or to allow the
City to exercise discretion or control over the professional manner in which Vendor performs the
services which are the subject matter of this Agreement; however, the services to be provided by
Vendor shall be provided in a manner consistent with all applicable standards and regulations
governing such services. Vendor shall pay all salaries and wages, employer's social security taxes,
unemployment insurance and similar taxes relating to employees and shall be responsible for all
applicable withholding taxes,
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exchrsive 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 Vendor tinder this Agreement ("Documents & Data"). Vendor shall
require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual'
license for any Documents & Data the subcontractor prepares under this Agreement, Vendor
represents and warrants that Vendor has the legal right to license any and all Documents & Data.
Vendor makes no such representation and warranty in regard to Documents & Data that were
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provided to Vendor by the City. City shall not be limited in any way in its use of the Documents
& Data at any time, provided that any such use not within the purposes intended by this Agreement
shall be at City's sole risk.
INSURANCE
Prior to undertaking performance of work under this Agreement, Vendor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a, Minimum Scope and Limit of Insurance
(1) Commercial General Liability (CGL): Insurance Services Office
Form CG 00 01 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily injury
and personal & advertising injury with limits no less than
$1,000,000 per; occurrence. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate
limit shall be twice the required occurrence limit.
(2) 'Workers' Compensation: as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with limit
of no less than $1,000,000 per accident for bodily injury or disease.
(3) Broader Coverage: if the Vendor maintains broader coverage
and/or higher limits than the minimums shown above, the City
requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Vendor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
b. Other Insurance Provisions
(1) Additional Insured Status: The City, its officers, officials,
employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of the Vendor including
materials, parts, or equipment furnished in conuectionwith such
work or operations. General liability coverage can be provided in
the form of an endorsement to the Vendor's insurance (at least as
broad as ISO Form CG 20 10 1185 or if notavailable, through the
addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 2037 if a later edition is used).
(2) Primary Coverage: For any claims related to this contract, the
Vendor's insurance coverage shall be primary coverage at least as
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broad as ISO CG 20 01 04 13 as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Vendor's insurance and shall not
contribute with it.
(3) Notice of Cancellation: Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to
the City,
(4) Waiver of Subrogation: Vendor hereby grants to City a waiver of
any right to subrogation that any insurer of said Vendor may acquire
against the City by virtue of the payment of any loss under such
insurance. Vendor agrees to obtain any endorsement that may be
necessary to affect this waiverof subrogation, but this provision
applies regardless of whether or not the City has received a waiver
of subrogation endorsement from the insurer.
(5) Self -Insured Retentions: Self -insured retentions must be declared
to and approved by the City. The City may require theVendor to
purchase coverage with a lower retention or provide proof of ability
to pay losses and related investigations, claim administration, and
defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self -insured retention
may be satisfied by either the named insured or City.
(6) Acceptability of Insurers: Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to
the City.
(7) Claims Made Policies: If any of the required policies provide
claims -made coverage, the following applies:
The Retroactive Date must be shown, and must be before the date of the
contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of'the contract of
work.
iii. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a Retroactive Date prior to the contract
effective date, the Contractor must purchase "extended reporting"
coverage for a minimum of five (5) years after completion of work.
Page 4 of 10
(8) Verification of Coverage: Vendor shall furnish the City with
original Certificates of hrsurance including all required amendatory
endorsements (or copies of the applicable policy language effecting
coverage requiredby this clause) and a copy of the Declarations and
Endorsement Page of the CGLpolicy listing allpolicy endorsements
to City before work begins. However, failure to obtain the required
documents prior to the work beginning shall not waive the Vendor's
obligation to provide them.
The City reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by
these specifications, at any time,
(9) Subcontractors: Vendor shall require and verify that all
subcontractors maintain insurance meeting all the requirements
stated herein, and Vendor shall ensure that City is an additional
insured on insurance required from subcontractors.
(10) Special Risks or Circumstances: City reserves the right to
modify these requirements, including limits, based on the nature of
the risk, prior experience, insurer, coverage, or other special
circumstances.
8. INDEMNIFICATION
Vendor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Vendor or its subcontractors, agents, employees, or other persons acting
on their behalf which relates to the services described in section 1 of this Agreement; and (2) from
any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold
harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Vendor
further agrees to indemnify, hold harm1css, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding, Notwithstanding the
foregoing, to the extent Vendor's services are subject to Civil Code Section 2782.8, the above
indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise
of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Vendor.
Page 5 of 10
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Vendor shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Vendor to the City pursuant to this Agreement.
10. RECORDS
Vendor shall keep records and invoices in connection with the work to be performed
under this Agreement. Vendor shall maintain complete and accurate records with respect to the
costs hicurred under this Agreement and any services, expenditures, and disbursements charged to
the City for a minimum period of three (3) years, or for any longer period required by law, from
the date of final payment to Vendor under this Agreement. All such records and invoices shall be
clearly identifiable. Vendor shall allow a representative of the City to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this Agreement
during regular business hours. Vendor shall allow inspection of all work, data, documents,
proceedings, and activities related to this Agreement for a period of three (3) years from the date
of final payment to Vendor under this Agreement,
11. CONFIDENTIALITY
If Vendor receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the sarne degree of care it uses to protect its own information of like importance, but in
no event less than reasonable care, "Confidential Information" shall include all nonpublic
information. Confidential information includes not only written information, but also information
transferred orally, visually, electronically, or by other means, Confidential information disclosed
to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The
foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
been disclosed in publicly available sources; (b) is, through no fault of the Vendor disclosed in a
publicly available source; (c) is in rightful possession of the Vendor without an obligation of
confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
developed by the Vendor without reference to information disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Vendor covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. 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
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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: Cleric 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
Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O, Box 1988
Santa Ana, CA 92702
To Vendor: Vive Bene, LLC, dba Mangiamo Gelato
Attn: Nicola Lambertini
124 Main Street Ste. 101
Huntington Beach, CA 92648
619-549-2479
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 pl aposes of calculating these
timeframes, weekends, federal, state, County or City holidays shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Vendor regarding the subject matter herein, and supersedes any and all other agreements, oral or
written, between the parties. In the event of a conflict between tbo terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Vendor. The parties agree that any terms or conditions of any purchase order or other instrument
that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
obligate Vendor or the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by anyparty, or anyone
acting on behalf of any party, which are not embodied herein.
Page 7 of 10
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Vendor,
Vendor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to Iimit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right,
or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Vendor shall be entitled to receive and the City shall pay Vendor
compensation for all services performed by Vendor prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Vendor to
deliver to the City all work product completed as of such date, and in such case,
such work product shall be the property of the City unless prohibited by law, and
Vendor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work that fails to meet the standard of performance
specified in the Recitals of this Agreement.
18. NON-DISCRIMINATION
Vendor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, tenmination or other employment related activities or any services provided under
this Agreement. Vendor affirms that it is an equal opportunity employer and shall comply with
all applicable federal, state and local laws and regulations.
19. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
Page 8 of 10
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.
20. PROFESSIONAL LICENSES
Vendor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Vendor shall notify the City immediately and in
writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement,
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST: CITY OF SANTA ANA
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
Kristine
Ridge
� -
City Manager
VIVE BENE, LLC.,
DBA MANGIAMO GELATO
By:���y
—i3randon Salvatierra Ni to Lambertini
Deputy City Attorney Owner
[signaturcv continued on next page)
Page 9 of 10
Parks, Recreation, and Community Services Agency
Page 10 of 10
EXHIBIT A
Exhibit A
SCOPE OF SERVICES
VENDOR INFORMATION: Viva Bone LLC / Mangiamo Gelato
EVENT: Spring Fest
SERVICE DATE(S): March 25, 2023
COMPENSATION DUE TO THE VENDOR: Not to exceed $2,000 for the event.
DESCRIPTION:
Mangiamo Gelato will provide:
One gelato cart and table set-up
• 2 service staff for 3 hours
• Gelato cups, spoons, napkins, and disposable trays and lids for up to 500 guest
• 8 trays of gelato
The Set-up/teardown—the vendor will set-up at 9:30am and tear down after 1:00pm on the day
of the event.
Open Hours —Event will be held from 10:00am-1:00pm.
The Vendor will be paid the Rill amount of compensation, $1,215 in full on the day of the event.
Please extend the agreement with this vendor through March 25, 2023.
Garcia, Stephanie
From: City of Santa Ana <certificate-request@ctrax.jdidata.com>
Sent: Monday, March 20, 2023 2:28 PM
To: Mangiamogelato@gmail.com; certs@orrandassociates.com; Baird, Sarah; Garcia,
Stephanie
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Vive Bene, LLC DBA Mangiamo Gelato
Name:
Project Spring Fest (Vive B)
Number:
Project Spring Fest (Vive Bene)
Name:
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME
NUMBER DATE
GENERAL LIABILITY CCP1112008 11/12/2023 02/06/2023 Certificate Santa
Ana. pdf
WORKERS COMPENSATION AND EMPLOYERS' Worker's
LIABILITY WAIVER 03/02/2024 03/10/2023 Compensation—Vive
Bene LLC.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
3/20/2023 5:27 PM
1