HomeMy WebLinkAboutSpecial Ice 2016-10-01 Cep- Me 1 )b 11 —l3s
S P E C rLI, KC LE�)
CUS'IaOM ICE RINK DESIGN,MANUFACTZJRIt'fG,INWAIAAMON,AND OPERATION.
HEZIMtG YOU CREATI A BZr n LXPERMiCE1
6909 Las Positas Rd., Suite D, Livermore, CA 94551 (925)231-8100
Event Agreement
Presented To:
Aaron Poole,VP Fin,/CFO
Ukiah Valley Medical Center
275 Hospital Drive
Ukiah,CA 95482
This Agreement(the"Agreement")is made as of October. , 2016 by and between Ukiah Adventist
Hospital, a California nonprofit religious corporation d.b.a Ukiah Valley Medical Center )
("Client") and Ice Rentals, LLC ("SI") at 6909 Las Positas Rd., Suite D, Livermore, CA 94551. Client,
and SI shall also be referred to collectively as"Party"or"Parties," respectively.
WHEREAS, Client desires to engage SI as an independent contractor to perform the work and
services and/or provide goods and materials upon the terms and conditions set forth herein to install
and deconstruct an ice rink facility (the "Ice Rink") anticipated to be installed at the intersection of
Clay and South School St. (the"Property") located in Ukiah,CA.
NOW THEREFORE, in consideration of the promises and the mutual covenants,conditions,and
agreements set forth herein,the Parties agree as follows:
1. Overview
SI shall provide a package solution for the Ice Rink, including equipment rental, installation and
teardown of ice rink equipment.
2. Contract Term&Dates of Operation
The initial term of this Agreement shall be for one(1) ice rink season ("Season" refers generally to a
period of time overlapping a calendar year where installation typically begins in October and
operations continue through January and then teardown begins) and commence as of the date set
forth above,and shall end on February 28, 2017 (the"Term").
Ukiah ice Rink
2.1 Timeline:
The Parties agree to the following timeline during the Term,of this Agreement:
(a) Set up Window: SI will have a window of time in which to set up the Ice Rink,
between. Novembei 21, 2016 to Decembet 3, 2016, dui ing whi,-h time it will
install equipment.
(b) Operating Season: The Ice Rink shall be available to Client to have it open to the
public from December 4, 2016 to January 8, 2017.
(c) Removal Window: SI will have a maximum of three weeks after the Ice Rink is
closed to the public to remove equipment from location.
(d) If Client chooses to utilize rink for a period of time greater than the Operating
Season, SI will work with Client to accommodate Client's request to extend the
Operating Season provided that additional rental payment is made of an amount
pro-rata to extension period.
(e) In the event Client fails to provide access to rink for installation or tear-down
when agreed upon, Client shall work with SI to cover costs due to delays. Client
agrees to allow SI access to the equipment before, during and after hours of
operation.
3. Projgct Oversight&Details
SI shall provide the following:
(a) SI shall provide an ice rink surface that is approximately 40'x 80'subject to available
space and other factors,such as size of surface provided by client and rink wall
configuration.
(b) SI shall be responsible for set up and takedown operations.
(c) SI will have the right at any time,with or without notice,to inspect equipment.
(d) SI will promptly maintain and repair equipment as needed at no cost to the Client unless
Client or an Agent of the Client are deemed responsible for repair in which case SI can
charge those costs to the Client,without mark up and with original invoicing for
amounts paid for repairs that both parties agree were necessary.
(e) Sl will provide an experienced Ice Tech to oversee ice rink mechanical operation for the
duration of the Operating Season.
(f) Although many factors contribute to the quality of ice in an outdoor rink,Si recognizes
the importance of ice quality,but cannot guarantee ice quality. However,SI will provide
client with an ice resurfacer that is operational at time of rental. In the event repairs to
the resurfacer are necessary,SI will perform those repairs necessary to operate the
resurfacer (or deliver a different machine)within 48 hours from the time SI is properly
notified. If SI is unable to make necessary repairs within 48 hours client may make
necessary repairs and bill SI (without mark up and with original invoicing) for amounts
paid for repairs that both parties agree were necessary. Client may net cost against
amounts owed by Client.
21
Ukiah Ice Rink
3.1 Equipment Rental and Installation of Equipment
Sl shall provide all equipment necessary for a temporary outdoor ice skating rink,which shall include
at least the following:
(a) Ice Rink Mat(-40'x80')
(b) Vapor Barrier
(c) Rink Wall (dasher boards)
(d) Glycol (Cooling Agent)
(e) Ice Resurfacer-size based on layout and size of rink
(f) Ice Skates (at least 200 pairs in good and reasonable skating condition)
(g) Black Mats (1,600 sq.ft.)
(h) Skate Sharpener
(i) Ice Maintenance Tools
0) All transportation of equipment to site
(k) Chiller package
Items not provided,include but are not limited to:
(a) Any required engineering, wet stamp requirements or professional drawings,
permits,site planning and layout
(b) A level and hard surface for rink to be placed upon and attached.
(c) Power, power lines and connections required to run chiller
(d) Water supply
(e) Event rental equipment
(f) Decorations and Marketing
(g) Sound and Lighting
(h) Ticketing systems
3.2 Ownership,Sublease, Rental Period,and Other
Sl retains all rights and privileges of ownership at all times of all equipment provided (whether or
not listed herein) and Client shall have no right,title or interest therein or thereto. Client shall keep
equipment free and clear of all levies, liens, security interests and encumbrances of any nature and
shall promptly remove the same. Client cannot sublease the equipment, permit the use of the
equipment by any other than the Client, or alter and/or modify the equipment in any way without
the prior written consent by S1,which shall not be unreasonably withheld. Client shall not move the
equipment without the consent of SI. Client acknowledges the equipment being leased pursuant to
this agreement may be used equipment; except that for the first season of this Agreement, the rink
wall and mats will be new equipment.
During the Operating Season, Client is responsible for equipment, its condition, use and any
loss, theft or damages and under no circumstances shall SI be held liable for any special,
indirect, incidental or consequential damages. Upon conclusion of the Operating Season,all
responsibility of equipment will fall on SI.
SI warrants that all equipment being leased or rented will be in good working condition.
Client and SI agree that acts of nature, power failures,acts of terrorism and/or vandalism, as well as
temperature and humidity may cause the melting of the ice surface or portions thereof, and Sl shall
3I
Ukiah Ice Rink
not be responsible for any such conditions or loss of use of the ices skating rink or equipment
resulting from these conditions.
3.3 Client Requirements
Client agrees to provide the following:
(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.
(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. Client responsible
to monitor the equipment, check daily all fluids and temperature readings as
trained by SI and shall perform daily care and maintenance of the ice surface.
Client is responsible to monitor the equipment and verify that the ice surface and
areas of operation are safe for customers to use and be in during all hours of
operation. 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 Zamboni and snow operations
(p) Adequate safety equipment including but not limited to:traffic cones,barricades,
first aid as needed
� I
Ukiah Ice Rink
(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.
4.Rental Expenses
The Rental Expenses for the Ice Rink will be as follows:
(a) Ice Rink Package (including Ice Mat, Dasher Boards, Glycol, Black Mats, Ice Skates,
Skate Sharpener, Ice Maintenance Tools, Chiller and Ice Resurfacer) is Eighty Four
Thousand Five Hundred Dollars ($84,500) for the Operating Season.
a. 50%due October 15th, 2016
b. 25%due November 15th, 2016
c. 25%due December 151h, 2016
S. Representations of SI
5.1 Equal Opportunity Employer.SI shall not discriminate against any person on the basis of race,
color, religion,sex, national origin, age, disability, sexual orientation, veteran status or other legally
protected classification, and shall comply with all federal, state and local laws and regulations
respecting discrimination in employment,affirmative action and the like.
5.2 Authority. SI represents that it has the full authority to enter into this Agreement and that the
same will not result in the breach of or constitute a default or require any consent (except such as
shall have been duly obtained)under any agreement or instrument to which SI is a party or by which
any of its property may be bound or affected.
6. Representations of Client
6.1 Authority. Client represents that they have the full authority to enter into this Agreement and
that the same will not result in the breach of or constitute a default or require any consent (except
such as shall have been duly obtained) under any agreement or instrument to which Client is a party
or by which any of its property may be bound or affected. Furthermore,Client has the right to install
the equipment at location determined by Client.
6.2 Taxes. Client shall be responsible for payment of all United States, State, County, City or other
taxes, assessments and duties, including, without limitation, sales taxes, and, employment,
unemployment and social security taxes with regard to its employees.
5 �
Ukiah Ice Rink
6.3 Permits and Licenses. Client agrees to comply with all applicable Federal, State and local laws,
regulations and ordinances, in the performance of its duties and obligations pursuant to this
Agreement. Client will use their best efforts, with SI's cooperation if necessary, to obtain all
necessary permits to enable SI to perform its duties under this Agreement. Client will make best
efforts to obtain City permits on or before 30 days prior to mobilization.
7. Insurance and Indemnity
7.1 Policy Requirements. Both Parties shall maintain the insurance coverage listed below in Section
7.2 (Policy Coverage) throughout the entirety of the event, as applicable to each Parties
responsibilities as outlined in this Agreement, 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) Both Parties 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. Both Parties must maintain the following insurance policies or coverage
as it pertain to said 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)
7.3 Release of liability. Due to the inherent risk of ice skating, Client 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. Client
understands that in order to ensure maximum safety,a regular ice maintenance plan should be
implemented and followed, including proper maintenance of ice rink,sufficiently trained
employees,proper supervision and proper monitoring of equipment. Client 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.
7.4 Agents and Subcontractors. Except for claims arising in whole or in part from the acts or
omissions ofSl or its employees,agents or contractors,Client agrees to release SI,its employees,
agents,contractors,or assigns of any liability from any and all claims, lawsuits,losses,damages,
expenses, liabilities,or penalties which may arise from the operation of the ice rink equipment,the
negligence or willful acts or omission of above mentioned including any third party not employed
by or under the control of the Client,arising out of the operation,use, handling, maintenance
� I
Ukiah Ice rink
and/or transportation of the equipment.
7.5 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..
8. Termination
8.1 Immediate Termination for Default. Either Party may terminate this Agreement, effective
immediately upon written notification to the other in the event that any of the following events shall
occur:
(a) SI fails to provide an operational ice skating rink by December 4, 2016;
(b) The Party is unable to pay its debts or obligations or files or has filed against it
any petition in bankruptcy, makes an assignment for the benefit of its creditors,
has a receiver appointed over its property, or otherwise takes advantage of any
federal or state bankruptcy or insolvency law for the relief of debtors which is not
dismissed within sixty(60) days of filing of the same.
(c) The Party's legal existence ceases or such Party's entity is dissolved or subject to
any merger, consolidation, reorganization, or change in its majority control;
(d) Client fails to make any payment or perform any of its obligations under this
Agreement and nonpayment or nonperformance remains uncured sixty(60)days
after Notice is given by SI;
(e) SI fails to perform any of its obligations under this Agreement and such
nonperformance remains uncured five (5) days after notice to give by Client;
(f) Any representation or warranty of made by such Party herein shall prove to have
been or to be false or incorrect in any material respect
8.2 Force Maileure. Any prevention,delay or stoppage due to acts of God (including closure of the
Ice Rink due to rain, for which loss Client shall at its own cost and expense purchase insurance and
be solely entitled to any insurance proceeds),governmental actions,civil commotions,fire or other
casualty (collectively, a "Force Majeure"), notwithstanding anything to the contrary contained in
this Agreement, shall excuse the performance of such Party for a period equal to any such
prevention, delay or stoppage and, therefore, if this Agreement specifies a time period for
performance of an obligation of either Party,that time period shall be extended by the period of any
delay in such Party's performance caused by a Force Majeure.
9.Miscellaneous
9.1 Notices.All notices, demands, consents and reports provided for in this Agreement shall be
in writing and shall be given to the Client or SI representatives shown below at the address set
forth below and are deemed delivered upon sending via Facsimile . They are deemed delivered
Ukiah Ice Rink
four days after being sent, when sent via US Mail or, if by Certified Mail, upon receipt by
confirmation document.
CLIENT. SI.
Vice President, Finance/CFO Emery Lykins
Ukiah Valley Medical Center Ice Rentals, LLC
495 East Perkins Street 6909 Las Positas Rd. Suite D
Ukiah,CA 95482 Livermore,CA 94551
707-463-7493 925-605-2912
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 modifythe 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.
9.3 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. Client and SI
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 Client
and SI, and each acknowledges that neither Client nor SI 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.
9.4 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.
9.5 Waivers. The waiver by Client or SI 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.
9.6 Assignment. Neither this Agreement nor any part hereof shall be assigned, mortgaged, pledged,
encumbered, or otherwise transferred by SI or SI's successor or assigns by operation of law or
otherwise without the written consent of Client.
9.7 Complete Agreement. This Agreement constitutes the entire Agreement of the Parties and no
previous agreement, understanding or representation of either party relating hereto shall survive
the execution of this Agreement. This Agreement may not be amended or modified in any way or at
any time by oral agreement, but shall be amended or modified only in writing, executed by those
representatives authorized to execute on that Party's behalf.
Ukiah Ice Rink
9.8 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.
[Signature page follows]
9 �
Each of the Parties below agrees to all of the terms of the Agreement above:
Special Ice Ukiah Adventist Hospital
Ice Rentals LLC a California nonprofit religious corporation
d.b.a Ukiah Valley Medical Center
Emery Lykins Aaron Poole
President Vice President, Finance/CFO
