For the 2026 Rose Parade, the City faces a compressed timeline due to the late determination to participate. In light of these circumstances, timely engagement with an experienced and nearby float builder is critical.
The City applied for and was accepted by the Tournament of Roses Parade Association for entries in the 2026, 2027, and 2028 years. This application was approved, in part, due to the City identifying Phoenix as its preferred float builder.
ANALYSIS
Phoenix Decorating Company, located in Irwindale, is the closest full-service Rose Parade float builder to the City. Their proximity allows for ongoing collaboration, costeffective logistics, and flexibility in managing design changes or tight timelines. Phoenix Decorating Company has a proven track record of delivering high-quality, award-winning floats and has demonstrated the capacity to meet urgent deadlines — a critical factor for the upcoming 2026 parade.
Given the timing challenges for the 2026 float, a traditional bidding process would place the City at risk of missing critical design and construction deadlines. Phoenix Decorating Company has indicated the ability and willingness to initiate float production immediately upon contract approval.
Pursuant to the City’s procurement policies, a sole-source procurement is justified when:
• Only one vendor is capable of providing the required goods or services due to unique circumstances;
• A vendor possesses specialized knowledge, experience, or proximity critical to the success of the project;
• Timeliness is a factor that cannot be met through competitive bidding.
Phoenix Decorating Company meets all of these criteria due to:
• Their specialized expertise in Rose Parade float construction; • Their strategic location nearest to the City;
• Their immediate availability to meet the 2026 timeline.
ENVIRONMENTAL
N/A
DISCUSSION
N/A
CITY COUNCIL AGENDA REPORT – MEETING OF MAY 20, 2025
CONTRACT WITH PHOENIX DECORATING COMPANY FOR PARTICIPATION IN
THE PASADENA TOURNAMENT OF ROSES
SUMMARY/NEXT STEPS
Staff recommends entering into a three-year sole-source agreement with Phoenix Decorating Company to ensure continuity, cost-effectiveness, and consistent quality over multiple parade years, reducing future administrative burden and fostering a strong creative partnership. Upon approval of the agreement, staff will coordinate immediately with Phoenix to complete the design process and begin construction of the float.
ATTACHMENT(S):
A. Phoenix Decorating Company Agreement Draft
B. Phoenix Decorating Company Letter
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
Attachment 1
CITY OF SANTA FE SPRINGS
PROFESSIONAL SERVICES AGREEMENT
WITH
PHOENIX DECORATING CO., INC.
This Professional Services Agreement (“Agreement”) is made and effective as of April 9, 2025 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation (“City”), and Phoenix Decorating Co., Inc. (“Consultant”). For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate
RECITALS
WHEREAS, City requires professional consulting services for the design and construction of parade floats to be entered into the Pasadena Tournament of Roses Parade for the following parade dates: January 1, 2026, January 1, 2027, and January 1, 2028 (collectively, the “Project”); and
WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of ___________ under Agenda Item No. _____.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:
AGREEMENT
1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until ____________________ (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement.
2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the Consultant’s Proposal, attached hereto as Exhibit A, incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of performance set forth by the City. To the extent that Exhibit A contains provisions Attachment 1
inconsistent with this Agreement, the provisions of this Agreement shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”
3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.
The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein.
Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner; D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed Six Hundred Thousand Dollars ($600,00.00) during the Term of this Agreement unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Not-toExceed Sum or any other City approved amendment to the compensation terms of this Agreement.
B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing Attachment 1
by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.
C. The Not-to-Exceed Sum will be paid to Consultant in the manner set forth in the Schedule of Payments, attached hereto and incorporated herewith as Exhibit B. Consultant will submit to City an itemized invoice indicating the services performed and tasks completed, including services and tasks performed and the reimbursable out-of-pocket expenses incurred, forty-five (45) calendar days before a payment is due pursuant to Exhibit B. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.
D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.
5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
6. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, Consultant will deliver to City immediately and without delay, all materials, records and other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.
7. CITY’S REPRESENTATIVE
City hereby designates René Bobadilla, City Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement.
Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.
Attachment 1
8. CONSULTANT REPRESENTATIVE
Consultant hereby designates _______________, [Title], to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to Consultant.
9. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.
10. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:
A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative; C. Consultant will perform all Work in a manner reasonably satisfactory to the City; D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them Attachment 1
by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.
The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.
11. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by Consultant or on behalf of Consultant in the performance of this Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
12. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for Attachment 1
cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: _________________________________.
13. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.
Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
14. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.
15. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.
Attachment 1
16. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
17. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City.
Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.
18. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.
19. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall not be restricted to Attachment 1
insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.
C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.
E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.
F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not Attachment 1
any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.
20. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 21, below.
If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 24, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 21, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.
21. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s Attachment 1
employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) City’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.
C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City Attachment 1
within five (5) calendar days from the date of Consultant’s Default Notice to City.
D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.
In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.
Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.
Attachment 1
G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.
22. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
23. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
24. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.
25. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade Attachment 1
paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
26. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
27. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents 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 will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
28. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public.
Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City.
Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.
B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but Attachment 1
has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.
29. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
30. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
31. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
To Consultant: Phoenix Decorating Co., Inc.
5400 Irwindale Ave.
Irwindale, CA 91706
Attention:
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
Attachment 1
32. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
33. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.
34. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.
35. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
36. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
Attachment 1
37. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
38. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
39. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
40. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties
41. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
42. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
43. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision Attachment 1
in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
44. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
45. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.
46. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
Attachment 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ René Bobadilla, City Manager Name: ______________________ Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Fernando Munoz, Deputy City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
Rick Olivarez, City Attorney
Attachments: Exhibit A Consultant’s Proposal
Exhibit B Schedule of Payments
Exhibit C Insurance Requirements
Exhibit D Supplemental Provisions
EXHIBIT A
CONSULTANT’S PROPOSAL
EXHIBIT B
SCHEDULE OF PAYMENTS
(1) For Parade Year 2026:
CITY OF SANTA FE SPRINGS agrees to pay PHOENIX the sum of TWO HUNDRED THOUSAND DOLLARS ($200,00.00) payable as follows:
a. ONE HUNDRED THOUSAND DOLLARS ($100,000.00) due and payable upon the execution of this Agreement;
b. SIXTY THOUSAND DOLLARS (60,000.00) due and payable upon completion of framework;
c. FORTY THOUSAND DOLLARS (40,000.00) due and payable on January 4, 2026.
CITY OF SANTA FE SPRINGS also agrees to pay PHOENIX one percent (1%) per month for unpaid balance after February 1, 2026.
(2) For Parade Year 2027:
CITY OF SANTA FE SPRINGS agrees to pay PHOENIX the sum of TWO HUNDRED THOUSAND DOLLARS ($200,00.00) payable as follows:
a. ONE HUNDRED THOUSAND DOLLARS ($100,000.00) due and payable upon the execution of this Agreement;
b. SIXTY THOUSAND DOLLARS (60,000.00) due and payable upon completion of framework;
c. FORTY THOUSAND DOLLARS (40,000.00) due and payable on January 4, 2027.
CITY OF SANTA FE SPRINGS also agrees to pay PHOENIX one percent (1%) per month for unpaid balance after February 1, 2027.
(3) For Parade Year 2028:
CITY OF SANTA FE SPRINGS agrees to pay PHOENIX the sum of TWO HUNDRED THOUSAND DOLLARS ($200,00.00) payable as follows:
a. ONE HUNDRED THOUSAND DOLLARS ($100,000.00) due and payable upon the execution of this Agreement;
b. SIXTY THOUSAND DOLLARS (60,000.00) due and payable upon completion of framework;
c. FORTY THOUSAND DOLLARS (40,000.00) due and payable on January 4, 2028.
CITY OF SANTA FE SPRINGS also agrees to pay PHOENIX one percent (1%) per month for unpaid balance after February 1, 2028.
(4) Compensation for Parade Year 2027 and Parade Year 2028 may be subject to negotiation due to rising costs from tariffs, inflation or CIP. Any modification or amendment of the terms of the compensation contained herein shall be valid only when such modification or amendment is executed in writing and signed by both Parties, subject to City approval.
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least One Million Dollars ($1,000,000.00) per accident for bodily injury or disease), which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.
Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.
Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.
Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees 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 the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.
The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.
Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.
Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.
Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 effective upon notice.
EXHIBIT D
SUPPLEMENTAL PROVISIONS
1. PHOENIX agrees to design, build, decorate and enter a float on behalf of CITY OF SANTA FE SPRINGS in the PASADENA TOURNAMENT OF ROSES PARADE to be held on: January 1, 2026, January 1, 2027, and January 1, 2028, in the City of Pasadena, County of Los Angeles, State of California.
2. The parade floats shall be the creation of PHOENIX in strict accordance with the design entitled, “TBD”.
3. PHOENIX agrees to complete the parade floats in a good and workmanlike manner to have it present at the line of march not later than judging time on the day of the parade, that its appearance and operating condition shall be of high quality, and to drive and operate the same in the PASADENA TOURNAMENT OF ROSES PARADE and deliver the parade floats to the exhibition grounds at the post parade area, Pasadena, California, and said floats at all times shall be the sole property of PHOENIX.
4. PHOENIX agrees to operate the parade floats in all aspects of the PASADENA TOURNAMENT OF ROSES PARADE in strict accordance with the rules and regulations of the PASADENA TOURNAMENT OF ROSES PARADE
ASSOCIATION. Operators for the subject parade floats shall be furnished at the expense and responsibility of PHOENIX.
5. PHOENIX agrees that in entering, displaying, and operating said parade floats in the PASADENA TOURNAMENT OF ROSES PARADE for CITY OF SANTA FE SPRINGS they will observe the rules and regulations of the PASADENA TOURNAMENT OF ROSES ASSOCIATION regarding such display and operation, as well as all applicable laws, ordinances or regulations.
6. PHOENIX agrees that upon commencement of construction for the parade floats, they will notify CITY OF SANTA FE SPRINGS of the location of such construction in order that representatives of the CITY OF SANTA FE SPRINGS may, at their discretion, inspect the construction. In the event, that PHOENIX moves the parade floats to a second or third location, PHOENIX agrees to keep CITY OF SANTA FE SPRINGS advised of all such changes of the location of the construction site.
7. In the event that the PASADENA TOURNAMENT OF ROSES PARADE is not held due to any reason beyond the control of PHOENIX, or shall be prevented by rain, act of God, war, or by any reason of the rules, regulations, or restrictions issued by any branch or agency off the UNITED STATES GOVERNMENT or the STATE OF CALIFORNIA, it is understood that PHOENIX shall be reimbursed by CITY OF SANTA FE SPRINGS for all their expenses of every kind and nature which they have incurred in connection with its performance hereunder, including a profit of ten percent (10%), and PHOENIX shall be excused from further performance of this agreement, with the following exception: where a partial payment has been made by CITY OF SANTA FE SPRINGS, and cancellation should occur the day of the parade, the CITY OF SANTA FE SPRINGS shall be liable for the full contract price.
Attachment 2