07.02 Orange International Street Fair Second Amendment City Clerk's Counter
COUNCIL LATE AGENDA ITEMS
Council Meeting
April 9, 2019
City of Orange
Economic Development
Memo
TO: City Council
THROUGH: Rick Otto, City Manager
FROM: Susan Galvan, Economic Development Manager
DATE: April 9, 2019
SUBJECT: Hot File - Second Amendment to Agreement No. 1071.I with the Orange
International Street Fair
The Second Amendment to Agreement No. 1071.I with the Orange International Street
Fair for the production of the Street Fair provided to you has been corrected as follows:
1. First paragraph: Changed language to "Second�Amendment"
2. Section B: Language added as "City and OISF amended the Original Agreement
by that certain First Amendment to Agreement for Production of Street Fair, dated
as of June 12, 2018 (Agreement No. 1071.I.1) (the "First Amendment"). The
Original Agreement and the First Amendment are incorporated herein by this
reference". Previous language for Section B has been moved to Section C.
3. Section 3 — Term and Conditions: Language added as "and subject to the
additional operating conditions contained in Exhibit "A", attached hereto and
incorporated herein by reference."
4. Final Sentence before Signature: Changed language to "IN WITNESS of this
Agreeinent, the parties enter into this Second Amendment��;�ee�e� on the year
and day first above written."
5. Signature Page: Language added after organization title for"Orange International
Street Fair, Inc." as "a California non-profit public benefit corporation"
6. EXHIBIT "A" Title Page: Changed language to "DETAIL LIST OF
CONDITIONS DDnvr�rn�rc j�J THE PRODUCTION OF THE ORANGE
INTERNATIONAL STREET FAIR BY THE OR.ANGE INTERNATIONAL
STREET FAIR, INC."
7. Exhibit A: Changed language to "The following are additional conditions
��e� to agreement number 1071.I that will be in place prior to the 2019
Orange International Street Fair (Street Fair) by Orange International Street Fair,
Inc. (OISF), unless otherwise noted."
L
_ �
ITEM: � " � DATE OF MEE7ING:
SECOND AMENDMENT TO AGREEMENT
FOR PRODUCTION OF STREET FAIR
This Second Amendment to Agreement for Production of Street Fair (the "Second
Amendment")is made and entered into as of , 2019,by and between the CITY OF
ORANGE, a municipal corporation (the "City"), and the ORANGE INTERNATIONAL STREET
FAIR, INC., a California non-profit public benefit corporation (herein referred to as the"OISF"), with
its principal office for purposes of this Second Amendment at 112 East Chapman Avenue, Suite G,
Orange, California 92866 and with reference to the following:
A. The City and the OISF entered into that certain Agreement (Agreement No. 1071.I)
dated as of March 11,2014,which is incorporated herein by this reference(the"Original Agreement");
and
B. City and OISF amended the Original Agreement by that certain First Amendment to
Agreement for Production of Street Fair, dated as of June 12, 2018 (Agreement No. 1071.I.1) (the
"First Amendment"). The Original Agreement and the First Amendment are incorporated herein by
this reference; and
C. The City and the OISF desire to amend the Original Agreement to modify, amend and
supplement certain portions of the Original Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. The City and the OISF agree that all references in this
Second Amendment are deemed and construed to refer to the Original Agreement, as implemented by
this Second Amendment.
Section 3 Term and Conditions. The City and the OISF agree that the term of this
Second Amendment shall be a one-year extension of the original term starting January 1, 2019 to
December 31, 2019 unless amended or terminated in accordance with the provisions of Section 1.2 of
Original Agreement, and subject to the additional operating conditions contained in Exhibit "A",
attached hereto and incorporated herein by reference.
Section 4 Inte�ration. This Second Amendment, the agreements specifically referred to
herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein,
and supersede all negotiations with respect to the subject matter hereof. This Second Amendment
amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the
Original Agreement shall remain in full force and effect. To the extent that there is any conflict or
inconsistency between the terms and provisions of this Second Amendment and the terms and
provisions of the Original Agreement, the terms and provisions of this Second Amendment shall
control and govern the rights and obligations of the parties.
J
IN WITNESS of this Agreement, the parties enter into this Second Amendment on the year
and day first above written.
ORANGE INTERNATIONAL STREET CITY OF ORANGE, a municipal corporation
FAIR, INC., a California non-profit public
benefit corporation
By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
B y: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Gary A. Sheatz
City Attorney
EXHIBIT "A"
DETAIL LIST OF CONDITIONS FOR THE PRODUCTION OF THE ORANGE
INTERNATIONAL STREET FAIR BY THE ORANGE INTERNATIONAL STREET FAIR, INC.
[Behind this sheet.]
Exhibit"A"
The following are additional conditions to agreement number 1071.I that will be in place prior to the
2019 Orange International Street Fair (Street Fair) by Orange International Street Fair, Inc. (OISF),
unless otherwise noted.
1. OISF will provide the City with the complete list of non-profit participants by August lst. The
list will contain:
a. Non-Profit Participant Name
b. Contact Information
c. Booth Assignment
d. City of Origin
e. Certification by OISF that non-profit status for all non-profit participants has been
confirmed
2. OISF will publish the complete list of non-profit participants on their website by 8/1. Included
shall be the list of documents required from non-profit participants by OISF.
3. As specified in Section 2.2 of agreement number 1071.I,OISF will ensure priority,to the extent
possible, for Orange non-pro�ts to participate in the Street Fair, including the wait list and the
alcohol booth rotation.
4. OISF's Vendor Management System will be made available to the City for review upon
request.
5. OISF will retain all records pertaining to non-profit participants, including a pdf of the valid
3-day seller's permit, for a minimum of five years.
6. OISF will maintain a current wait list of non-profit participants wishing to be in the Street Fair.
The wait list will be published on the OISF's website by 8/1. The wait list will be provided to
the City bi-annually on August lst for the next scheduled Street Fair, and included as part of
the OISF's annual report to the City Council at the April City Council meeting.
7. OISF will publish all policies and procedures on their website including, but not limited to:
a. Participant Selection
b. Complaint Resolution
i. An online complaint form will be created and available on the OISF website
prior to the 2019 Street Fair.
ii. Included in the policy shall be the reporting and resolution of all complaints
(agendized at an OISF board meeting and reflected in the meeting minutes)
c. General Rules and Regulations
The policies and procedures will be reviewed and updated annually by the OISF and agendized
as such at an OI5F board meeting. OISF will notify the City of the review and any action taken
thereto. Any changes to the OISF's policies and procedures will be provided to the City within
one month of adoption.
8. OISF board minutes will be made available to the City upon request. Included as part of the
board minutes are approval of monthly Treasurer's report, and details of complaints including
their resolution and any pending appeals
9. OISF will include the following as part of the non-profit participant training for wristband
sales:
a. Best practices for cash handling
b. Management and oversight of bank deposits
c. End of day cash reconciliation
d. Non-Profit participant management and oversight for beginning cash and tips
10. OISF will develop a rotation program for the alcohol booth selection that will take effect in
2020. The program will be developed and submitted to the City before the agreement extension
expires. In addition, as part of the new program, OISF will:
i. Give priority to City of Orange non-profit organizations
ii. Ensure each non-profit participant has the opportunity to participate in the
alcohol booth rotation every other year
11. OISF will improve overall general accounting practices in coordination with the City and based
on the 2019 Agreed Upon Procedures completed by Nigro &Nigro.
12. OISF will properly manage all financial transactions in accordance with OISF's financial
policies ensuring that detailed records can be examined and will allow the user to follow the
audit trail to ensure vendor, cash, and procedural policies have been followed. Financial
transactions will be made available to the City upon request and include but, are not limited
to:
a. Bank statements, cancelled checks, and details of deposits which identify the source of
the deposits
b. Payroll records and tax returns showing withholding for employees (if applicable)
c. IRS Form 1099's for independent contractors and consultants
d. Invoices and paid bills (receipts, including credit card transactions)
e. Ledgers that detail the OISF's business transactions and affected accounts
f. Tax returns (990, 990-T)
g. Trial Balance report
h. Schedules for accounts receivable and payable
i. Depreciation schedules
13. OISF will change their fiscal year to April through March to properly reflect the timing of
event operations and wrap-up. ,
14. OISF will make reasonable efforts to engage with and educate downtown businesses.
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Aprit 9, 2019
TO: Honorable Mayor and Members of the City Council
_
THRU:. Rick Otto; City: _ ager
�. ' _ ::. .
:. .
'
REVIEW; . . .City Man: er/� inance !�� '
1 . SUBJECT
Second Amendment to.Agreement No. .1.071.1 with the.Orange International Street F'air,. . .. .
Inc::for the production .of the annual Orange International.Street Fair.
2. SUMMARY
.
This second amendment extends origin:al Agreemenf No: 1071.1, executed on M_arch 11, . :
201:4::and the first amendment executed:on June 12, 2018 with the.Orange:lnternational
Street Fair, Inc;for the production of the Orange International Street Fair for one additional
year beginning January 1, 2019 through:December 31, 2019:
.:
, ,.
: :::
. 3. RECOMMENDED:.ACTION :
: . ::: : Authorize the;Mayor and City:C:lerk to execute:the:second amendment.to Agreement:No.
,
1071.1 on behalf of the City for one .additional year beginning January. l, 2019 through
December.31, 2019.:: ':: .. .
4. FISCAL IM.PACT :
Tfie::Qrange International Street.:Fair; lnc. is responsible for paying �aII: City costs for : : :
production: of the Orange International Street:Fair at the actual compensation:_rate as
detailed in Agr:eement No. 1071:1.
5. STRATEGIC PLAN GOALS
. Goal 3: Enhance and promote.quality of life in the community.
e: Develop and strengthen collaborative partne:rshipS fo enhance an promote
quality of life:program, projects,:and services
.
6. DISCUSSION AND BACKGROUND
The.:Orange Internati.onal Street Fair (:Street Fair).is. ari:annual event, produced by the
Orange International Street Fair, Inc. (OISF), held in the Orange Plaza area over the
Labor Day weekend,. .This popula.r.event draws hundreds of thousands of, visitors over
the:three-day period:reguiring months of planning and eoordination between the City of
Orange (City) and the OISF: Multi=year Agreement No. 1071.1, which expired on
December:3:1; 2017, governs the production,and cost reimbursement of the event. A
_
ITEM�1 • a 1 04/09/2019
. one-year extension of the agreement was approved by the City Council on June 12, 2018,
Agreement No. 1071.1.1. In addition to the approval, the City Council requested staff to
perform an audit of the OISF's records as authorized in Section 5.1 of the agreement.
After confirming additional direction from the City.Council, the City engaged the CPA firm
Nigro & Nigro to perForm Agreed Upon Procedures (AUP) as to the policies, procedures,
and financial management of the OISF. With an initial update presented to the City
Council on February 12, 2019, the OISF also requested a second amendment to
Agreement No. 1071.1 for an additional one-year extension. City Council direcfed.staff to
return with the completed AUP and further discussion on the second extension at the next
meeting. On March 12, :2019, staff presented the final AUP, which included
recommendations by Nigro & Nigro and staff to improve financial reporting and
transparency by the OISF. The Fresident of the OISF, Adam Feliz, also addressed the
City Council to provide information related to the AUP and the OISF's current policies and
procedures. City Council directed staff to return with an additional one-year exte.nsion of�
the agreement at the April 12; 2019 meeting and include provisions that coincide with
recommendations in the AUP, from staff, and the City Council. Provided below is a
summary of the additional provisions.in this one-year extension:
a. OISF will publish on their website and provide the City with a complete list of the
non-profit participants with contact information, city of origin, and booth assignment
b. OISF will publish on their website and provide the City with a current wait list of
non-profit participants wishing to be in the Street Fair
c. OISF will publish all policies and procedures on their website
d. OISF will improve overall general accounting practices in coordination with the City
based on the AUP and make financial transactions available to the City upon
request .
e. OISF will develop a rotation program for alcohol booth selection that will take effect
.
in 2020
f. OISF will, to the extent possible, ensure priority for Orange non-profits to
participate in the Street Fair � �
g. OISF will change their fiscal year to April 1St through March 31St
h. OISF will make reasonable efforts to engage with and educate downtown
. businesses
Exhibit A of the attached agreement lists the provisions added to the agreement for 2019
in more detail. Additional provisions will be included in a multi-year agreement, which is
anticipated to be presented to the City Council by late summer.
7. ATTACHMENTS
Second Amendment to Agreement 1071.1 with the Orange International Street Fair, Inc.
ITEM 2 04/09/2019
SECOND AMENDMENT TO AGREEMENT
FOR PRODUCTION OF STREET FAIR
This First Amendment to Agreement for Production of Street Fair(the"Second Amendment")
is made and entered into as of , 2019, by and between the CITY OF ORANGE, a
municipal corporation (the "City"), and the ORANGE INTERNATIONAL STREET FAIR, INC., a
California non-profit public benefit corporation (herein referred to as the "OISF"), with its principal
office for purposes of this First Amendment at 112 East Chapman Avenue, Suite G,Orange,California
92866 and with reference to the following:
A. The City and the OISF entered into that certain Agreement (Agreement No. 1071.I)
dated as of March 11,2014,which is incorporated herein by this reference(the"Original Agreement");
and
B. The City and the OISF desire to amend the Original Agreement to modify, amend and
supplement certain portions of the Original Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. The City and the OISF agree that all references in this
Second Amendment are deemed and construed to refer to the Original Agreement, as implemented by
this Second Amendment.
Section 3 Term. The City and the OISF agree that the term of this Second Amendment
shall be a one-year extension of the original term starting January 1,2019 to December 31,2019 unless
amended or terminated in accordance with the provisions of Section 1.2 of Original Agreement.
Section 4 Inte�ration. This Second Amendment,the agreements specifically referred to
herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein,
and supersede all negotiations with respect to the subject matter hereo£ This Second Amendment
amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the
Original Agreement shall remain in full force and effect. To the extent that there is any conflict or
inconsistency between the terms and provisions of this Second Amendment and the terms and
provisions of the Original Agreement, the terms and provisions of this Second Amendment shall
control and govern the rights and obligations of the parties.
IN WITNESS of this Agreement, the parties enter into this Agreement on the year and day
first above written.
ORANGE INTERNATIONAL STREET CITY OF ORANGE, a municipal corporation
FAIR, INC.
By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Gary A. Sheatz
City Attorney
EXHIBIT"A"
DETAIL LIST OF PROVISIONS IN THE PRODUCTION OF THE ORANGE INTERNATIONAL
STREET FAIR BY THE ORANGE INTERNATIONAL STREET FAIR, INC.
[Behind this sheet.]
Exhibit A
The following are additional provisions to agreement number 1071.I that will be in place prior to the
2019 Orange International Street Fair (Street Fair) by Orange International Street Fair, Inc. (OISF),
unless otherwise noted.
1. OISF will provide the City with the complete list of non-profit participants by August 1 S�. The
list will contain:
a. Non-Profit Participant Name
b. Contact Information
c. Booth Assignment
d. City of Origin
e. Certification by OISF that non-profit status for all non-profit participants has been
confirmed ,
2. OISF will publish the complete list of non-profit participants on their website by 8/1. Included
shall be the list of documents required from non-profit participants by OISF.
3. As specified in Section 2.2 of agreement number 1071.I,OISF will ensure priority,to the extent
possible, for Orange non-profits to participate in the Street Fair, including the wait list and the
alcohol booth rotation.
4. OISF's Vendor Management System will be made available to the City for review upon
request.
5. OISF will retain all records pertaining to non-profit participants, including a pdf of the valid
3-day seller's permit, for a minimum of five years.
6. OISF will maintain a current wait list of non-profit participants wishing to be in the Street Fair.
The wait list will be published on the OISF's website by 8/1. The wait list will be provided to
the City bi-annually on August 1 St for the next scheduled Street Fair, and included as part of
the OISF's annual report to the City Council at the April City Council meeting.
7. OISF will publish all policies and procedures on their website including, but not limited to:
a. Participant Selection
b. Complaint Resolution •
i. An online complaint form will be created and available on the OISF website
prior to the 2019 Street Fair.
ii. Included in the policy shall be the reporting and resolution of all complaints
(agendized at an OISF board meeting and reflected in the meeting minutes)
c. General Rules and Regulations
The policies and procedures will be reviewed and updated annually by the OISF and agendized
as such at an OISF board meeting. OISF will notify the City of the review and any action talcen
thereto. Any changes to the OISF's policies and procedures will be provided to the City within
one month of adoption.
8. OISF board minutes will be made available to the City upon request. Included as part of the
board minutes are approval of monthly Treasurer's report, and details of complaints including
their resolution and any pending appeals
9. OISF will include the following as part of the non-profit participant training for wristband
sales:
a. Best practices for cash handling
b. Management and oversight of bank deposits
c. End of day cash reconciliation
d. Non-Profit participant management and oversight for beginning cash and tips
10. OISF will develop a rotation program for the alcohol booth selection that will take effect in
2020. The program will be developed and submitted to the City before the agreement extension
expires. In addition, as part of the new program, OISF will:
i. Give priority to City of Orange non-profit organizations
ii. Ensure each non-profit participant has the opportunity to participate in the
alcohol booth rotation every other year
11. OISF will improve overall general accounting practices in coordination with the City and based
on the 2019 Agreed Upon Procedures completed by Nigro &Nigro.
12. OISF will properly manage all financial transactions in accordance with OISF's financial
policies ensuring that detailed records can be examined and will allow the user to follow the
audit trail to ensure vendor, cash, and procedural policies have been followed. Financial
transactions will be made available to the City upon request and include but, are not limited
to:
a. Bank statements, cancelled checks, and details of deposits which identify the source of
the deposits
b. Payroll records and tax returns showing withholding for employees (if applicable)
c. IRS Form 1099's for independent contractors and consultants
d. Invoices and paid bills (receipts, including credit card transactions)
e. Ledgers that detail the OISF's business transactions and affected accounts
f. Tax returns (990, 990-T)
g. Trial Balance report
h. Schedules for accounts receivable and payable
i. Depreciation schedules
13. OISF will change their fiscal year to April through March to properly reflect the timing of
event operations and wrap-up.
14. OISF will make reasonable efforts to engage with and educate downtown businesses.
CITY COLJNCIL MINUTES APRIL 9, 2019
7. ADMINISTRATIVE REPORTS
7.1 Information Technology Services. (C2500.0)
NOTE: Mayor Murphy recorded an abstention due to a potential conflict with employment
and left the dais at 6:26 p.m. Mayor pro tem Alvarez conducted the meeting.
MOTION —Nichols
SECOND —Monaco
AYES —Alvarez,Nichols, Monaco
ABSENT(RECUSED)—Murphy
Moved to: 1)Approve the establishment of the Information Technology Department,under
the direction of the Administrative Services Director; 2) Adopt Resolution No. 11146, A
Resolution of the City Council of the City of Orange Amending Resolution No. 11141
between the City of Orange and the Orange Management Association to include the salary
range for the new classification of Information Technology Specialist, effective April 14,
2019; 3) Adopt Resolution No. 11147, A Resolution of the City Council of the City of
Orange Amending Resolution No. 11142 relating to the classification, compensation, and
terms of employment of Executive Directors and Top Management employees to include
the salary ranges for the new classifications of Information Technology Manager,
Information Technology Project Manager, Network/Security Analyst, and Systems
Analyst, effective April 14, 2019; 4) Adopt Resolution No. 11148, A Resolution of the
City Council of the City of Orange amending the Citywide Salary Schedule in accordance
with the requirements of California Code of Regulations, Title 2, Section 570.5;
5)Approve the Information Technology Department Organizational Chart;and 6)Approve
the Information Technology Department Schedule of Positions.
Mayor Murphy returned to the dais at 6:33 p.m.
7.2 Second Amendment to Agreement No. 1071.I with the Orange International Street
Fair, Inc. for the production of the annual Orange International Street Fair.
(AZ100.0; AGR-1071.I.2)
Economic Development Manager Galvan presented the staff report. She reviewed the
changes being implemented with the proposed amendment. A revised agreement was
provided in the Council Late Agenda Items packet.
MOTION —Monaco
SECOND —Alvarez
AYES —Alvarez, Murphy, Nichols, Monaco
Moved to authorize the Mayor and City Clerk to execute the revised second amendment to
Agreement No. 1071.I on behalf of the City for one additional year beginning January 1,
2019, through December 31, 2019.
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