HomeMy WebLinkAboutTEMECULA CARRIAGE, CO.N N-2023-231
N INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CITY CLERK
DATE:
CIO AGREEMENT WITH TEMECULA CARRIAGE CO.
fa06A(1) TO PROVIDE CARRIAGE SERVICES FOR FIESTAS PATRIAS
THIS AGREEMENT is made and entered into on this gTH day of September, 2023 by and between
Temecula Carriage, Co., a California limited liability company, ("Contractor"), and the City of
Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of
providing carriage services to transport dignitaries during the City's annual Fiestas Patrias
celebration on Sunday, September 17, 2023.
B. Contractor represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting 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
Contractor shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described and set forth in Exhibit A, attached hereto and
incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for
City, the rates and charges identified in Quote #1006 identified herein as Exhibit B.
The total amount to be expended during the term of this Agreement shall not exceed
Five Thousand Dollar and Zero Cents ($5,000). This amount includes the base amount
of $2,500 listed in Exhibit B and a contingency amount of $2,500 for additional
services as required in the sole discretion of the City.
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. Payment
need not be made for work which fails to meet the standards of performance set forth
in the Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence on September 17, 2023 and continue until October 27,
2023, unless terminated earlier in accordance with Section 15, below.
4. INDEPENDENT CONTRACTOR
Contractor 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 Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. 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 Contractor under this Agreement ("Documents & Data"). Contractor
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.
Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Data which were provided to Contractor 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.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below
for the duration of this Agreement:
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 $2,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregatelimit shall apply
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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) Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code
1), or if Contractor has no owned autos, hired, (Code 8) and non -owned autos
(Code 9), with a limit no less than $1,000,000 per accident for bodily injury and
property damage.
(3) 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.
(4) Professional Liability (Errors and Omissions). Insurance appropriate to the
Contractor's profession, with a limit no less than $1,000,000 per occurrence or
claims, $2,000,000 aggregate.
(5) Broader Coverage. If the Contractor maintains broader coverage and/or
higher limits than the minimums shown above, the City requires and shall be
entitled to the broader coverage and/or the higher limits maintained by the
Contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
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 Contractor including materials, parts, or equipment furnished in
connectionwith such work or operations. General liability coverage can be
provided in the form of an endorsement to the Contractor'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 Contractor's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
01 04 13 as respects the City, its officers, officials, employees; and volunteers.
Any insurance or self-insurance maintained by the City;' its officers, officials,
employees, or volunteers shall be excess of the Contractor'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. Contractor hereby grants to City a waiver of any right
to subrogation that any insurer of said Contractor may acquire against the City
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by virtue of the payment of any loss under such insurance. Contractor agrees
to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
(5) Self -Insured Retentions. Self -insured retentions must be declared to and
approved by the City. The City may require the Contractor 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) Verification of Coverage. Contractor shall furnish the City with original
Certificates of Insurance 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 CGL policy
listing allpolicy endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive the
Contractor'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.
(8) Subcontractors. Contractor shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Contractor
shall ensure that City is an additional insured on insurance required from
subcontractors.
(9) Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
7. INDEMNIFICATION
Contractor 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 Contractor, its subcontractors, agents, employees, or other persons
acting on its 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
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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 Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Contractor to the City pursuant to this Agreement.
9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement.
10. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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
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Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Contractor 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.
12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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 Contractor. 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 Contractor or the City: Each
party to this Agreement aclmowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
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termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor 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 Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
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. 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
Contractor 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. Contractor 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.
19. 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:
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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:
Executive Director,
Parks and Recreation Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Contractor:
Temecula Carriage Company
Attn: Marika Matson
4001 Berenda Road
Temecula, CA 92591
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.
20. 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.
[signature page to follow]
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N-2023-231
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
APPROVED AS TO FORM:
►•\ . : ._C .._off
City Attorney
By. �-
B on Salvatierra
Deputy City Attorney
Hawk
Parks and
Agency
CITY OF SANTA ANA
2;�
Kristine Ridge
City Manager
CONTRACTOR:
�2(GiYI 'la V 8{�INGI
manka Vieding (Sep 8, 202311 0T)
Marika Matson
Co -Owner
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EXHIBIT A
SCOPE OF SERVICES
Exhibit A
SCOPE OF SERVICES
VENDOR INFORMATION: Temecula Carriage Co.
EVENT: Fiesta Patrias Parade
SERVICE DATE: Sunday, September 17, 2023
COMPENATION DUE TO THE VENDOR: $2,500 is the estimated amount, $2,500 for contingency; total
not to exceed $5,000.
DESCRIPTION:
Temecula Carriage Company will provide:
• Provide a horse carriage transport dignitaries in the Fiestas Patrias parade
• The expected time would be 12:00 pm to 5:00 pm (5 hrs.)
• City will provide, in writing, details of parade route and any other related services to Vendor
regarding the services provided on September 17, 2023.
The vendor will be paid no later than 30 days after the event.
EXHIBIT B
COMPENSATION
Fee Proposal
Temecula Carriage Co
40001 Berenda Rd
Temecula, CA 92591 US
temcarriages@gmail.com
ADDRESS
city of santa ana
ESTIMATE # DATE
1006 09/07/2023
Estimate
TBlt F.0
I C'ANIf11Cgy L _t%IN4.a�Y j
SERVICE DESCRIPTION OTY RATE AMOUNT
Parade Santa Ana Parade September 17 1 2,500.00 2,500.00
TOTAL $2,500.00
Accepted By Accepted Date
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
Temecula Carriage Company, LLC
Name:
Project
N-2023-231
Number:
Project Agreement With Temecula Carriage Co. To Provide Carriage
Name: Services For Fiestas Patrias
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:
POLICY EXPIRATION
TYPE OF INSURANCE COI DATE FILE NAME
NUMBER DATE
9937d972-d22e-
AUTOMOBILE LIABILITY 08156736 09/17/2024 09/18/2023 49ae-9c74-
b30ad0b736a0.pdf
GENERAL LIABILITY BR202218031 11/02/2023 09/13/2023 Certificate (5).pdf
GENERAL LIABILITY BR202218031 11/02/2023 09/13/2023 Certificate (5).pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
9/21/2023 7:20 PM