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AGR-5541.C - ORANGE PLAZA ROTARYAGg-554IoG AGREEMENT FOR PRODUCTION OF ORANGE PLAZA CAR SHOW This AGREEMENT FOR PRODUCTION OF ORANGE PLAZA CAR SHOW Agreement") is made at Orange, California, on this 3 I day of J an ua r`/, 2023 Effective Date")by and between the CITY OF ORANGE,a municipal corporation("CitSr"),and ROTARY CLUB OF ORANGE PLAZA, a California non-profit unincorporated association,also known as ORANGE PLAZA ROTARY("OPR"). 1. Term and Termination of Agreement. A. This Agreement shall commence upon execution and shall terminate December 31, 2026,unless amended or sooner terminated as provided herein. B. City, acting through its City Manager or designee, reserves the right to terminate this Agreement for any reason by providing a written notice of intent to terminate to OPR no fewer than 120 days prior to the commencement of the next Car Show. City shall not be liable for any claim of damages or lost profits relating to any such termination. 2. Location. The Car Show shall take place only on those public streets and rights-of-way in City identified in the map attached hereto and incorporated herein as Exhibit "A," and generally described as the area of(1) Chapman Avenue from the west side of Grand Street to the east side of Lemon Street; (2) Glassell Street from the north side of Almond Avenue to the south side of Maple Avenue; and(3)Plaza Park, except as otherwise provided herein. 3. Date and Times. A. The Car Show shall take place on the following dates: 1) April 16,2023 2) April 21,2024 3) April 13,2025 4) April 19,2026 B. On the day of the Car Show 1) Vendor entry shall commence at 4:00 a.m. 2) Car entry shall commence at 6:00 a.m. 3) Public spectator admission shall occur between 9:00 a.m. and 3:00 p.m. 1 4) All entertainment shall cease promptly at 3:00 p.m. 5) Car Show break down shall occur between 3:00 p.m. and 5:00 p.m. 4. OPR Obligations. A. Production of Car Show. 1) OPR shall produce the Car Show during the day and times stated in Section 3. 2) The "production of Car Show" means all aspects of the planning, coordination, and execution of said Car Show including, but not limited to: reviewing and approving applications for participants; preparing and distributing advertising; obtaining all licenses,permits and other applicable governmental approvals; obtaining all insurance set forth in Section 7; and developing a budget and fee schedule. B. Noise. OPR shall ensure that all reasonable measures are taken to mitigate noise between the hours of 4:00 a.m. and 8:00 a.m. on the day of the Car Show. C. Ingress/Egress. OPR shall ensure that Car Show vendors and entrants adhere to the following ingress and egress during the Car Show: 1) Vendors shall enter the Car Show area on West Chapman Avenue between the hours of 4:00 a.m. and 6:00 a.m. 2) Vehicles entered for display at the Car Show shall enter the Car Show area on East Chapman and Grand Street between the hours of 6:00 a.m. and 8:00 a.m. 3) OPR agrees to clear all entrant and vendor vehicles and equipment from the Car Show area no earlier than 3:00 p.m.but no later than 5:00 p.m. Show vehicles shall not leave the area until the show is over. 4) OPR shall work with designated City representatives for business involving the Car Show to ensure compliance with this Agreement. D. Staging Layout. 1) The proposed staging layout map is contained in Exhibit "B." Each year, no fewer than sixty (60) days prior to the Car Show, OPR shall submit a detailed staging layout map showing the physical layout of the entertainment and commercial booths,for approval by the Police Department,Fire Department, and Public Works Department. 2) All fire lanes, fire breaks, crosswalks, streets and alleyways shown on the approved plan shall remain free and clear of all objects,materials,vehicles,and other obstructions during setup, during the course of the Car Show, and at break down of the Car Show. 2 3) OPR shall not block or obstruct public sidewalks with tables, chairs, canopies or any other equipment preventing pedestrian circulation. 4) OPR shall not block pedestrian or delivery access to a merchant that is within or immediately adjacent to the event area. 5) All vehicles in the Car Show parked on Chapman Avenue shall be parked facing away from Plaza Park. All vehicles in the Car Show parked on Glassell Street shall be parked facing Plaza Park. 6) The use of Plaza Park during this event will be reviewed on an annual basis. At the discretion of the Community Services Director,the Historic Fountain shall be enclosed and protected by fencing for the duration of the Car Show. The cost of such fence rental or other means to secure the Historic.Fountain shall be the sole responsibility of OPR. E. Site Inspection. No fewer than fifteen (15) days prior to the event, authorized representatives from City and OPR shall walk the footprint of the Car Show to ensure the footprint meets safety standards. F. Parking Lots. OPR agrees to leave public parking lots open for use by participants and the public during the Car Show. G. Sanitation and Trash. 1) Unless otherwise stated herein,OPR shall comply with all provisions of the Orange Municipal Code and all applicable state and federal mandates as they relate to all storm water issues, and as directed by City. 2) OPR shall collect and remove trash from all areas within the permitted area as well as areas immediately adjacent to the permitted area that are impacted by the Car Show. Trash collection and removal shall occur throughout the event and at the conclusion of the event to ensure all trash receptacles are usable throughout the event and immediately upon the conclusion of the event for general public use. OPR is responsible to provide plastic trash receptacle liners at its own cost and expense. OPR is responsible for the procurement.of a separate dumpster to be used for the event as well as additional temporary trash receptacles to be placed throughout the event site as needed. OPR is prohibited from disposing of event trash in dumpsters that are provided in the Plaza area for use by the downtown merchants. H. Entertainment. OPR shall furnish a complete entertainment schedule to the Police Department liaison a minimum of two (2)weeks prior to the Car Show. I.Code of Conduct. OPR shall comply with and enforce the following guidelines related to its employees and volunteers, the general public, and all vendors within the Car Show footprint: 3 1) With the exception of ADA-recognized service animals, animals are not permitted. 2) Skateboards, roller skates, scooters, bikes, or any motorized or self- propelled device, other than wheelchairs and participant vehicles, for the purpose of personal motion are not permitted,unless pre-approved.by City. 3) Footwear and a shirt, or similar form of covering as otherwise approved by the City,must be worn at all times by participants and attendees. 4) Signs must be posted with the information in subsections 1), 2) and 3) above. 5) The Police Department has the right to approve or deny performers and both Police and Fire Departments have the right to stop live entertainment at their discretion based on conditions that may cause or create a hazardous situation to the public. J.Equipment, Supplies, Costs. 1) OPR shall furnish all equipment and supplies reasonably necessary to carry out the purpose of this Agreement, except as otherwise provided herein and shall pay for all costs and expenses incurred for production of the Car Show. 2) OPR shall reimburse City for all costs and expenses incurred by City in providing materials and services for the Car Show, including public safety and other personnel. a.The number of public safety personnel assigned is at the discretion of the Police Department and Fire Department. b. Materials and services may include costs incurred by City related to damage and cleanup of public and private property directly related to Car Show activities within the Car Show footprint as depicted in Exhibit"A." c.Reimbursement for said materials and services shall be due and payable within thirty (30)days of receipt of an itemized statement from City. d. OPR will only be responsible for the actual costs incurred by City related to the Car Show. K. Maintenance and Inspection of Records. OPR shall maintain all records relating to this Agreement and the production of the Car Show for a minimum of three (3) years following the expiration or termination of Agreement. All such records shall be available for inspection or review by an authorized representative of City within ten(10)days of written notice to OPR. 4 L. Communications and Contacts. 1) OPR shall designate an individual to serve as a public contact for any and all inquiries, including but not limited to complaints related to the production of the Car Show, and shall provide a list of contacts and phone numbers to City no fewer than thirty(30) days prior to commencement of the Car Show. 2) OPR will make reasonable efforts to engage with and educate downtown businesses regarding the Car Show, footprint, hours, and any other Car Show logistics that may interfere with local business operations. 5. City Obligations. A. City agrees that OPR shall have the sole and exclusive right to produce the Car Show. B. City agrees to prepare the Car Show footprint to a mutually acceptable condition at the City's expense,prior to commencement of the Car Show. C. The City Manager's Office shall designate a direct liaison with OPR as it pertains to the production, planning, and follow up of the Car Show. The City Manager's liaison shall serve as a public contact for any and all inquiries, including but not limited to'complaints related to the production'of the Car Show. No'fewer than thirty(30)days prior to the Car Show,the City Manager's liaison shall provide OPR with a list of contacts and phone numbers for each of the following departments: Public Works,Police,Fire, and City Manager's Office. D. City shall require any vendors or merchants within the Car Show footprint not otherwise participating in the Car Show through the OPR approval process,to apply for and obtain a Special Event Permit from City. All such Special Event Permits must be submitted for review no later than thirty(30)days prior to the Car Show. E. City will encourage local businesses and neighbors to report all cleanup locations to City within forty-eight(48)hours of the closure of the Car Show. City will provide an itemized bill,including photos of the areas not cleaned,to OPR accordingly. F. City shall provide OPR with a detailed break-down of the actual costs incurred by City for labor, material, and equipment related to the Car Show by June 30 or within sixty (60) days of the close of the Car Show, whichever is sooner. G. City shall ensure that the "K-rail" barriers at the intersection of West Chapman Avenue and Lemon Street shall not bar entry to Car Show vehicles until 4:30 a.m., when the intersection shall be closed to through traffic. City shall ensure that the "K-rail" barriers at the intersection of East Chapman Avenue and Grand Street shall not bar entry to Car Show vehicles until 8:00 a.m.,when the intersection shall be closed to through traffic. 5 H. City agrees to reopen the intersection of East Chapman Avenue and Grand Street, and West Chapman Avenue and Lemon Street, no later than 3:10 p.m., for exit of Car Show vehicles during the break down period. I.City shall reopen all intersections in the Car Show area to through traffic no earlier than 5:00 p.m. 6. Reserved. 7. Insurance. A. If applicable,OPR shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. OPR acknowledges that it is an independent contractor and not entitled to any worker's compensation benefits under any City program. B. OPR shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance:the greater of (1) Two Million Dollars ($1,000,000) per occurrence with a Three Million Dollar 3,000,000) aggregate; or (2) all the insurance coverage and/or limits carried by or available to OPR. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. C. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of OPR under this Agreement. D. Each policy of general liability shall provide that City,its officers,officials,agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the event held by OPR under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection B, above, shall apply to City as an additional insured. E. The insurance policies maintained by OPR shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. OPR will determine its own needs in procurement of insurance to cover liabilities other than as stated above. F. Before OPR performs any work or prepares or delivers any materials, it shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten(10) days' prior written notice to City. 6 G. All insurance maintained by OPR shall be issued by companies admitted to conduct the pertinent line of insurance business in California. H. OPR shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge OPR for such costs and any and all damages resulting therefrom,by way of set-off from any sums owed OPR. I.OPR agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, it shall look solely to its insurance for recovery. OPR hereby grants to City, on behalf of any insurer providing insurance to either OPR or City with respect to the services of OPR herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. J.OPR shall include all OPR subcontractors, if any, and Car Show participants and vendors as additional insureds under its policies or shall require that said subcontractors and OPR vendors and participants maintain their own insurance consistent with the requirements stated herein. 8. Indemnity. A. To the fullest extent permitted by law, OPR agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the"Indemnitees") entirely harmless from all liability arising out of: 1) Any and all claims under worker's compensation acts and other employee benefit acts with respect to OPR's employees or subcontractor's employees arising out of OPR's work under this Agreement; and 2) Any claim,loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission other than a professional act or omission of OPR, or person,firm or corporation employed by OPR,either directly or by independent contract,including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City's property;but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. OPR,at OPR's own expense,cost and risk,shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this Subsection, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this Subsection. B. Except for the Indemnitees,the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. 7 C. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to OPR and its successors. 9. Standard Provisions. A. Licenses. OPR represents that it and any subcontractors it may engage possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that OPR and subcontractors, if any, shall maintain all appropriate licenses, including a City of Orange business license, at its cost,during the performance of this Agreement. B. Independent Contractor. At all times during the term of this Agreement,OPR shall be an independent contractor and not an employee of City. City shall have the right to control OPR only insofar as the result of OPR's services rendered pursuant to this Agreement. City shall not have the right to control the means by which OPR accomplishes services rendered pursuant to this Agreement. OPR shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. OPR shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security,withholding and all other wages,salaries,benefits,taxes,exactions,and regulations of any nature whatsoever. OPR acknowledges that OPR and any subcontractors, agents or employees employed by OPR shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including,but not limited to,sick leave,vacation leave,holiday pay,Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. C. OPR Not Agent. Except as City may specify in writing, OPR shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent. OPR shall have no authority, express or implied,to bind City to any obligation whatsoever. D. Amendment. No amendment of this Agreement or its Exhibits shall be effective unless in writing, signed by OPR and City. City Manager is specifically authorized to execute amendments to this Agreement on behalf of City. E. Assignment or Subcontracting. No assignment or subcontracting by OPR of any part of this Agreement shall be of any force or effect unless the assignment has had the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or designee. F. Equal Opportunity and Non-Discrimination. During the performance of this Agreement, OPR agrees as follows: 1) OPR shall not discriminate against any employee, applicant for employment,vendor or participant because of race, color,religion, sex,national origin,mental or physical disability, or any other basis prohibited by applicable law. OPR shall ensure that such 8 persons are treated without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. OPR agrees to post in conspicuous places, available to such persons, a notice setting forth provisions of this non- discrimination clause. 2) OPR shall, in all solicitations and advertisements for employees placed by, or on behalf of OPR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 3) OPR shall cause the foregoing paragraphs 1) and 2) to be inserted in all subcontracts for any work covered by this Agreement,provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. G. Conflicts of Interest. OPR agrees that it shall not make,participate in the making, or in any way attempt to use its position as a contractor to influence any decision of City in which OPR knows or has reason to know that OPR, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. H. Compliance with all Laws/Immigration Laws. 1) OPR shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. 2) OPR shall comply with all applicable Fire Department guidelines in effect January 1st of any given year during which the Car Show is produced. Additional requirements may be added by the Fire Department as necessary,and at the Fire Department's discretion. 3) OPR represents and warrants that OPR: a.Has complied and shall at all times during the term of this Agreement comply, in all respects,.with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 IRCA); and b. Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and c.Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation,the completion and maintenance of the Form I-9 for each of OPR's employees; and d. Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the 9 Department of Homeland Security, the Department of Labor, or the Social Security Administration. 4) OPR shall require all subcontractors to make the same representations and warranties as set forth in Subsection 3 above. 5) OPR shall, upon request of City, provide a list of all employees working under this Agreement and shall provide,to the reasonable satisfaction of City,verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by OPR. Once such request has been made, OPR may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. 6) OPR shall require all subcontractors to make the same verification as set forth in Subsection 5 above. 7) If OPR or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may because for immediate termination of this.Agreement by City. 8) OPR agrees to indemnify and hold City, its officials, and employees harmless for, of and from any loss, including but not limited to fmes, penalties and corrective measures,City may sustain by reason of the Contrator's failure to comply with said laws,rules and regulations in connection with the performance of this Agreement. I.Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and OPR agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. J.Integration. This Agreement constitutes the entire agreement of the parties. No other agreement,oral or written,pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. 10. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class mail,postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within 3 days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-mail shall be deemed received on the date of the e-mail transmission. 10 OPR" CITY" Orange Plaza Rotary City of Orange P.O. Box 1591 300 E. Chapman Avenue Orange, CA 92856 Orange, CA 92866 Attn: Tracey L. Curtis Attn: Aaron Schulze Telephone: (714) 553-1416 Telephone: (714) 744-2222 Email: tacey.curtis@orangeplazarotary.org Email: aschulze@cityoforange.org 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. Remainder ofpage intentionally left blank;signatures on next page] 11 IN WITNESS of this Agreement,the parties enter into this Agreement on the year and day first above written. OPR" CITY" ROTARY CLUB OF ORANGE PLAZA, CITY OF ORANGE, a municipal a California non-profit unincorporated corporation association xbarlt4t;, P ted N e: rrgI,E! G . c--ur-ti r Daniel R. Slater,Mayor Title:Apriu.1 l4o-fart' Car Shatil CGi4f,' By: / ATTEST: Printed Name: G( i !9 r Title: Rt9-6 1( c AA 5/0 4) c ^6/95-/i< f Pamela Coleman, City Clerk APPROVED AS TO FORM: t -" • Nathalie Adourian Senior Assistant City Attorney NOTE:The City requires the following signature(s) on behalf of the Contractor: 1)the Chairman of the Board,the President or a Vice-President,AND (2)the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement,must be provided to the City 12 EXHIBIT"A" STREET AND RIGHT-OF-WAY LAYOUT Behind this sheet.] Layout for Orange Plaza Car Show Fire Dept Call Number I EartHapb NO PARKING IN CROSSWALKS VIOlA . Dw piin NO BLOCKING STREET ALLEYWAYS Church g N G—e. ALL CARS FACE PLAZA 116 lab biddE sbrel`rn••A DAl car OHM Dote 17'FIRE PATH THROUGHOUT d Dk by ell SEE DETAILED FIRE ACCESS fn . _ •PLAN ATTACHED p DNumberbceob, IKDINa z Trecey Certis E 101 Rae Sb5irer Ha- E Area0 Area Showcars jraay,are parked K' IP 71' 1T - FaBo Rows F• E.... Eck I WEST CHAPMAN l l •• I PlA7A nMANvIi: 11. H• F m 1 c Rod% Ciy all nun„° HSs.ogce A7 ' J .SLv cal D N :1gp123 S.orange 3 1 C ACraVitasweeaee .rappap a N Gags 99' rwyea.ae.. 151' 7 7 I wasrwcoOld16IipumsLemtianSaline; IS •IT Maks — :East/Oros! Distance between curbs on Glassell and Chapman Is approximately 50'thus removing the 17'fire access Parking lane leaves 33'divided by 2 or 16.5'for car parking.(all cars will be parked on an angle on these streets, except in narrow areas,see Fire Dept Access Map.)Cars in narrow area will be parked parallel.Restrictions On the other two streets(Olive and Orange)the vehicles will be parallel parked. Map not.scab EXHIBIT "B" BOOTH AND PLAZA PARK STAGING LAYOUT Behind this sheet.] 2 Orange Plaza Car ShowVendorl Volunteer Via,WELLS Spaces or° ohy. r FARGO Glassell Ave North QV Q BANK IN A h h Vendor Space Q/p a Cr ,:; •. Fire Break r Rotary Space Reserved Spot 70 i/ r o O° o O 1 T SHIRTS !'-. RESERVED PARKING SPACE m REGISTRATIO' Chapman Ave West , RAFFLE Chapman Ave East, CENTEReDFOUNTAINa-" ROTARYalAWARENESS I, of Parking Places 9, I_• itio,7,\:if.: : o Y0#4* O 10 s (1Q Glassell Ave South fih 11 ., qh 500 12 Qh 1b 1 13 FELIX'S a' j 15 I( 16 Blaze-Pizza 17