HomeMy WebLinkAboutSpecial Ice 2018-09-05SPECITF;')•
COU No. !tij�- iU7
CU^DOM ICE RINK DESIGN, MANUFACTURING, INSTALLATION, AND OPERATION
HELPING YOU CREATE A BETTER L PER ENCE
6909 Las Positas Rd., Suite D, Livermore, CA 94551 (925) 231-8100
Three Party Agreement
This Agreement ("Agreement") is made as of September 2018 ("Effective Date") by and
among Ice Rentals LLC ("SI"), Greater Ukiah Chamber of Commerce, a California nonprofit
corporation ("Chamber"), and the City of Ukiah ("COU") collectively referred to as "Party" or
"Parties, respectively.
WHEREAS, SI and Chamber have previously entered into an event contract known as the
"Event Agreement" dated September$ 2018, for the purposes of creating an outdoor,
temporary holiday ice rink and event, where SI is supplying the ice rink and Chamber is the
client.
NOW THEREFORE, in consideration of the promises and mutual covenants, conditions and
agreements set forth herein, the Parties agree as follows:
Operations:
COU shall be fully responsible for the operation of the event during the period that the ice
rink is operated under the Event Agreement beginning December 1, 2018 until January 6,
2019 and for the tear down of the equipment.
SI is not responsible for any of the day-to-day operations of the ice rink at any time.
Client Requirements
Client requirements to be fulfilled by the City of Ukiah:
(a) Client to provide a Certificate of Insurance to Ice Rentals LLC prior to first
day of installation as described in section 7 below.
(b) Client to operate and manage rink.
(c) Client to coordinate all marketing, solicitation, special events and any
other additional activities related to the Ice Rink.
(d) Coordinate and pull all permits required for installation and event
operation. Any required engineering, wet stamp requirements or
professional drawings if required for permitting. Client responsible for
site planning and layout but final layout decisions will be jointly agreed
upon to ensure equipment compatibility.
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(e) Supply or facilitate running sufficient electrical capacity (three-phase,
480 -volt, 600amp) to run rink equipment on site. Client should consider
whether additional power is required beyond that listed above to run
lighting or other needs. Access to 110volt power for tools and other
operations such as skate and ticketing operations. Electrician responsible
for all electrical connections, including chiller.
(f) A level building site.
(g) Use of a forklift during the set up and tear down of the equipment.
(h) Responsible for any loss, theft or damage to equipment beyond normal
wear and tear. Client will cover reasonable travel expenses for
technicians during repair periods if Client is also responsible for payment
of the repairs. General Security of the equipment 24/7. Safety and
security fencing as necessary.
(i) Client responsible to ensure the safety of and access to work areas. Client
responsible for overseeing work site and all vendor employees' and
customers' safety.
(j) Access to the site suitable for use by tractor and trailer(s) in order to
install and remove equipment. Adequate staging area for equipment
suitable for install/tear-down requirements.
(k) Decorate venue and add other optional equipment to surrounding
environment.
(I) All appropriate signage, including sponsorship signage and sponsorship
fulfillment.
(m) Reasonable parking for technicians during installation and tear -down
periods
(n) Water supply to site.
(o) Adequate space for Ice Resurfacer and snow operations.
(p) Adequate safety equipment including but not limited to: traffic cones,
barricades, first aid as needed.
(q) Overnight on-site security during installation, operation and teardown
and when facility is not open to the public. Temporary fencing if necessary
to protect and barrier public from equipment.
(r) Responsibility for paying for the costs of placing electrical and chiller lines
across public spaces and public safety associated with those chiller lines
crossing public spaces.
(s) Responsibility for any damages not intentionally or negligently caused by
SI to surface of parking lot (or any other client determined location)
related to the installation, operation and remove of ice rink equipment. SI
will use reasonable efforts to protect surfaces but given nature of work
and equipment cannot guarantee no damage.
(t) Any costs related to electricity, power generation, power upgrades, and
power distribution to equipment, and water and water distribution.
7. Insurance and Indemnity
Insurance and Indemnity requirements to be fulfilled by the City of Ukiah.
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7.1 Policy Requirements. COU shall maintain the insurance coverage listed below in Section
7.2 (Policy Coverage) throughout the entirety of the event, which Client may satisfy through
its self-insurance program. The following stipulations apply to all policies:
(a) All policies (except for workers' compensation coverage) shall be
endorsed to name all Parties involved, their subsidiaries, officers, agents
and employees and any other entity specified by Clients as additional
insured respecting this Agreement.
(b) COU shall furnish the other Party with certificates of insurance prior to
mobilization of project (commencement of Ice Rink structure build and
other initial undertakings).
7.2 Policy Coverage. COU and SI must maintain the following insurance policies or
equivalent coverage as it pertains to their respective portions of the event:
(a) Workers' Compensation with statutory limits
(b) Commercial General Liability with minimum limits, or those limits
imposed by the City of Ukiah, whichever is higher:
i. Each Occurrence: One Million ($1,000,000)
ii. Personal Injury: One Million ($1,000,000)
iii. General Aggregate: Two Million ($2,000,000)
Payments:
COU will ensure Chamber receives all amounts due to SI prior to the dates Chamber is
required to provide the funds to SI as outlined below. COU and Chamber may agree to make
changes to this section, provided it is in writing and signed by both parties.
• 50% ($41,250) due to SI within 14 days of signing
• 25% ($20,650) due to SI on November 1- 2018
• 25% ($20,650) due to SI on December 1, 2018
In the event that COU fails to provide the fees by the due dates as outlined above, Chamber
will access a two percent (2%) late charge of all outstanding amounts not paid on time.
Insurance:
COU will provide the appropriate levels of coverage as provided for in the Event Agreement
during the period it operates the ice rink and will list SI and its agents, as additionally covered.
COU may satisfy this requirement using the coverage it is afforded by the Redwood Empire
Municipal Insurance Fund ("REMIF").
SI will provide their own insurance coverage(s) appropriate for and applicable to their time
during the installation and removal of the ice rink equipment but SI will not be providing
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General Liability or Workers' Compensation coverage as it pertains to the day-to-day
operation of the event. SI recommends that the COU carry levels of both, General Liability
and Workers' Compensation appropriate to state and federal standards.
• Release of liability. Due to the inherent risk of ice skating, COU agrees to release SI
and its partners agents and subcontractors (the "Released Parties") of liability in
any case involving risk or injury, except to the extent caused by the acts and
omissions of any of the Released Parties. COU understands that in order to ensure
maximum safety, a regular ice maintenance plan should be implemented and
followed, including proper monitoring of ice rink, sufficiently trained employees,
proper supervision and proper maintenance of equipment. COU shall ensure that
only properly trained personnel will operate the equipment. Notwithstanding these
precautions and using all reasonable diligence and safeguards, injuries and falls may
occur.
Furthermore, Chamber and COU release each other in similar fashion from liabilities
related to operation of the ice skating rink for the periods of time the other party is
operating the rink.
• Indemnification. Each Party shall be responsible for its own acts and omissions and
the acts and omissions of its employees, contractors, subcontracts, and agents;
neither Party shall be responsible for the acts and omissions of the other Party or the
other Party's employees, contractors, subcontractors and agents in carrying out this
Agreement. Neither Party shall be liable for any judgment, settlement, award, fine or
otherwise, which arises out of the acts and omissions of such other Party, or its
employees, contractors, subcontracts and agents, under this Agreement. To the
extent either Party utilizes its own equipment, products, or other personal property
in the performance of its obligations under this Agreement, such Party shall ensure
that such equipment, product, or other personal property is suitable and fit for the
purpose intended by such Party, free from defects which may damage the other Party,
and otherwise operates in accordance with applicable government standards and
safety regulations..
Term:
The term of this Agreement shall be the same as the term of the Event Agreement. Any expiration
or termination of the Event Agreement shall result in an automatic termination of this Agreement.
Notices. All notices, demands, consents and reports provided for in this Agreement shall
be in writing and shall be given to each of the representatives shown below at the address
set forth below and are deemed delivered upon sending via Facsimile. They are deemed
delivered four days after being sent, when sent via US Mail or, if by Certified Mail, upon
receipt by confirmation document.
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CHAMBER: SI: COU:
Lisa Alexander/ ED
Greater Ukiah Chamber of Commerce
200 South School Street
Ukiah, CA 95482
707-462-4705
Emery Lykins Sage Sangiacomo
Ice Rentals, LLC
6909 Las Positas Rd. Suite D
Livermore, CA 94551
925-605-2912
City of Ukiah
300 Seminary Ave
Ukiah, CA 95482
707-463-7493
Any such notice or other communication shall be (i) forwarded by a nationally recognized
overnight courier, (ii) sent by fax transmission, backed up by either United States registered
mail or a nationally recognized overnight courier, postage prepaid or (iii) sent by certified
mail, return receipt requested, postage prepaid.
Either Party may replace or modify the above representative, addresses or number, by
sending timely written notice to the other Party. It is the responsibility of each Party to
update the Notice recipient and contact data within fifteen (15) business days of a change to
same.
Governing Law. This Agreement shall be interpreted and governed exclusively in
accordance with the laws of the State of California without regard to conflict of laws
principles. Parties waive any right to a trial by jury in any action or proceeding based upon,
or related to, the subject matter of this Agreement. This waiver is knowingly, intentionally,
and voluntarily made by the Parties, and each Party acknowledges that neither one nor the
other Party nor any person acting on behalf of either of them has made any representations
of fact to induce this waiver of trial by jury or in any way to modify or nullify its effect.
Severability. The invalidity or lack of enforceability of any provisions of this Agreement shall
not affect the validity and continuing effectiveness of any other provision of this Agreement.
In the event of any such invalidity or lack of enforceability, the affected provision shall be
deemed modified so as to most closely effectuate the intent of such provision in a valid and
enforceable manner.
Waivers. The waiver by each Party of a breach of any of the terms or provisions of this
Agreement must be in writing and shall not be construed as a waiver of any subsequent
breach.
Agreement. This Agreement in no way effects or impacts the validity of the Event
Agreement, previously signed by SI and Chamber. While clarifying specific details of the
day-to-day operation of the event, it has no influence over other agreements previously
signed. Terms and conditions of this agreement may not be changed or modified without
the expressed consent of all parties.
Counterparts. This Agreement may be executed in any number of counterparts, including
fax or facsimile transmission, and each counterpart shall be deemed to be an original
instrument, all such counterparts together shall constitute one (1) instrument.
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All of the Parties below agree to all of the terms of the Agreement above:
Special Ice Greater. Chamber of Commerce
Ice Rentals LLC a C. ifornia on . rofit corporation
Signed
Emery Lykins
President
City of Ukiah
Sig d
Sage Sangiacomo
City Manager
Signed
Lisa Alexander
Executive Director
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All of the Parties below agree to all of the terms of the Agreement above.
Special Ice Greater Chamber of Commerce
Ice Rentals lite--- a ornia • nrp ofit corporation
Signed Signed
Emery Lykins Lisa Alexander
President Executive Director
City of Ukiah
Sage Sanglacoma
City Manager
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