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HomeMy WebLinkAboutE-14 Staff Report - Guadagno and Sons Carnival 2022CONSENT ITEM E-14 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: MIKI CARPENTER, DIRECTOR OF COMMUNITY RESOURCES DATE: AUGUST 15, 2022 SUBJECT: APPROVE PROFESSIONAL SERVICES AGREEMENT WITH GUADAGNO & SONS AMUSEMENTS FOR OPERATIONS AND SUPPORT SERVICES FOR AZUSA GOLDEN DAYS CARNIVAL BACKGROUND: The Community Resources Department, in partnership with the Azusa Golden Days nonprofit, and other community organizations that make up the Azusa Golden Days Planning Committee, has historically coordinated a carnival during the final weekend of the Golden Days Celebration. The carnival provides amusement rides, game booths and food items to Azusa residents. The carnival offers entertainment for the entire family and has been managed by experienced ride operators of Guadagno & Sons Amusements (G&S Shows). G&S Shows has over 25 years of experience operating carnivals for cities all over the United States and in the City of Azusa. G&S Shows also has the ability to provide support services including advertising, advance ticket sales, and security. This Professional Services Agreement renews a partnership with G& S Shows for a one-year term. Recommendations: Staff recommends that the City Council take the following actions: 1) Approve Professional Services Agreement with Guadagno & Sons to operate a three-day carnival for weekend of October 7-9, 2022. 2)Authorize the City Manager to execute the Professional Services Agreement, in a form acceptable to the City Attorney, on behalf of the City, subject to non-substantive changes made by the City Manager and City Attorney. APPROVED CITY COUNCIL 8/15/2022 Professional Services Agreement Guadagno & Sons August 15, 2022 Page 2 ANALYSIS Guadagno & Sons Amusements is an experienced operator of carnivals across the United States and provides these services in the local area. They have served thousands of Azusa residents annually at the Golden Days Carnival over the last two decades. This year, G&S Shows will assist with online presale tickets and can provide additional security, in addition to their operation of at least 16 rides, along with other concessions such as games and food booths. FISCAL IMPACT: There is no fiscal impact associated with the recommended actions. Staff time and supplies for these activities are already allocated in the current fiscal year budget. There is no fee charged for these operations and support services, however wristbands and tickets are sold prior to and at the carnival. Any funds raised through ticket sales will be used to offset Azusa Golden Days expenses, which is a series of events that is co-sponsored by the Azusa Golden Days nonprofit and the City of Azusa. Prepared by: Reviewed by: Rachel Ibarra Miki Carpenter Recreation Coordinator Director of Community Resources Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachments: 1) Professional Services Agreement for Azusa Golden Days Carnival Operations and Support Services 8513273_1 CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 16th day of August, 2022 by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and Guadagno & Sons, AKA (G&S Shows), a SOLE PROPRIETORSHIP with its principal place of business at 12842 Valley View Street, Ste. 103, Garden Grove, CA 92845 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to herein as “Part y” and collectively as “Parties” in this Agreement. RECITALS A.City if a public agency of the State of California and is in need of professional services for the following project: Three Day Carnival at Memorial Park (hereinafter referred to as “the Project”). B.Consultant is duly licensed and has the necessary qualifications to provide such services. C.The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 2. Compensation. a.Consultant is providing the tasks and services set forth in Exhibit “A” at no cost to the City. All costs for tasks and services provided under this Agreement shall be the responsibility of the Consultant. The City shall not be obligated to pay Consultant or reimburse for any costs. b.City shall receive share of ride income: 0% of first $10,000, 25% of the next $25,000, and 30% of the balance. Additionally, City will receive payment of $100 for each game operated and $200 for each concession operated. c.Consultant shall remit full payment to the City on Wednesday, October 12th, 2022. 3. Additional Work. Attachment 1 Guadagno & Sons Page 2 of 13 If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated charges in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to the costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. a. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice form the City to proceed (“Notice to Proceed”). Consultant shall complete the services required hereunder within, will provide a carnival on and between the dates of October 7 through October 9, 2022, at Memorial Park, 320 N. Orange Place, Azusa, CA 91702. The hours of operation will be Friday, October 7th, 5 p.m. to 10 p.m.; Saturday, October 8th, 12 p.m. to 10 p.m.; and, Sunday, October 9th, 2 p.m. to 10 p.m. b. Removal of all equipment by the Contract shall complete the services required hereunder by Wednesday, October 12th. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agremeent for delays in performance caused by circumstances behond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods, earthquakes; fire; epidemics; war; riots and other civil disturbances; strikesk lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the cirumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations Guadagno & Sons Page 3 of 13 of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employeeing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor. Consultant is retained as an independent contractor and is not an employee of the City. No employee or agent of Consultant shall become an employee of the City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfacroty to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial Genral Liability Insurance, in a form and with insurance companies acceptable to the City. Guadagno & Sons Page 4 of 13 (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agremeent. (v) The policy shall give City, its officials, officers,e mployees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insrance for bodily injury and jproperty damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insrance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volutneers additional insured status. Guadagno & Sons Page 5 of 13 (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employess at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any act amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions Insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. e. Sexual Abuse and Molestation Liability At all times during the performance of the work under this Agreement the Consultant shall maintain Sexual Abuse and Molestion Liability coverage appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. f. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Guadagno & Sons Page 6 of 13 Commercial General Liability $5,000,000 per occurrence/$10,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) Sexual Abuse and Molestation $1,000,000 per occurrence (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. g. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, and additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. h. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall Guadagno & Sons Page 7 of 13 not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. i. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. (2) j. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and Guadagno & Sons Page 8 of 13 not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide 'complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. k. Subconsultant Insurance Requirements Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or· subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of "design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. Guadagno & Sons Page 9 of 13 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be onsultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of Guadagno & Sons Page 10 of 13 undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. 16. Termination or Abandonment a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 17. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 18. Organization Consultant shall assign Anthony Guadagno as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 19. Limitation of Agreement. Guadagno & Sons Page 11 of 13 This Agreement is limited to and includes only the work included in the Project described above. 20. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: CONTRACTOR: City of Azusa Guadagno & Sons Amusements, AKA (G&S 213 E. Foothill Blvd. Shows) Azusa, CA 91702 12842 Valley View Street, Ste. 103 Attn: Miki Carpenter, Director of Community Garden Grove, CA 92845 Resources Attn: Anthony Guadagno and shall be effective upon receipt thereof. 21. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 23. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or. written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. Guadagno & Sons Page 12 of 13 24. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 25. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City’s Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 29. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicity or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of Cityk, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. SIGNATURES ON FOLLOWING PAGE Guadagno & Sons Page 13 of 13 CITY OF AZUSA Guadagno & Sons, AKA, (G&S Shows) By: By: Sergio Gonzalez City Manager Name: Attest: Title: City Clerk Approved as to Form: Best Best & Krieger LLP City At torney EXHIBIT “A” SCOPE OF SERVICES 1. Amusement Rides a. Vendor agrees to provide the following rides. 5 spectaculars, 5 major, and 6 kiddie rides if space allows. This could change due to any government rule or regulation. 2. Additional Equipment to be supplied by Vendor a. Electric Power for all show rides and concessions b. Cleanup crew that will clean designated area each night of the Event. c. 100 Posters imprinted to the committee’s specifications and must be ordered thirty days ahead of opening day Call Orbit Poster Ca. at (714) 633-2215 d. Uniformed Personnel to man all rides and concessions. 3. City to provide a. A suitable location for the operation of the Event. b. Permits and Licenses for opening. c. To properly prepare grounds for the event. Arrange for water and hauling away of trash. 4. Set-Up a. Vendor will be allowed to enter the grounds with their equipment on Monday before opening day. b. Set-up must commence two full days before the opening for safety reasons. c. Restrooms must be provided for setup crew while on grounds. 5. Hours of Operation a. Friday 5:00 pm-10:00 pm b. Saturday 12:00 pm-10:00 pm c. Sunday 2:00 PM- 10:00 pm 6. Guarantee of Sole Operation Vendor will have the EXCLUSIVE RIGHT to operate any RIDES, GAMES, FOOD, or any AMUSEMENT BOOT, SALES, or DEVICE no belonging to the City. NO INDEPENDENT or PROFESIONAL OPERATOR may be brought in without the expressed consent Vendor. 7. Remarks or Additions a. G & S Shows will provide games and candy wagon b. Vendor will sell tickets on site at Carnival and provide a link for advance purchase of wristbands c. Vendor will provide security personnel during the hours of the Carnival Schedule of Fees 1. Amusement Rides a. Prices charged for ride tickets sold on grounds during the event will be: One Dollar and Fifty Cents each ($1.50), Twenty-Five Dollars for Twenty (20 @ $25.00), Forty Five Dollars for Fifty (50 @ $45.00). b. Rides take three (3) to four (4) tickets per person per ride. c. Vendor will provide advanced sale tickets in any amount needed to be sold at a price of Seventeen Dollars for Twenty (20 @ $17.00). These tickets will be good on all rides, City will handle and be responsible for the advanced sales and monies collected, and the return of any unsold tickets. Sale of these tickets will cease before opening of the Event. ALL TICKETS NOT RETURNED WILL BE CONSIDERED SOLD. 2. Special Midway Concessions a. Vendor will have the right to operate concessions on the midway. b. City shall receive payment of One Hundred Dollars ($100.00) for each game operated. c. City shall receive payment of Two Hundred Dollars ($200.00) for each food concession operated. 3. Guarantee City shall receive their share of ride income: 0% of first $10,000, 25% of the next $15,000, and 30% of the Balance. 4. Wristbands a. Wristband promotional presale at $30.00 b. Wristband Price on site at Carnival is $40.00 5. Settlement of income a. Balance of all income and ticket sales shall be done by the end of the event closing night, with balance due to the City submitted within 3 business days b. Audit of tickets/income can be conducted at any time by City staff and/or agents