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HomeMy WebLinkAboutESTRELLA COMMUNICATIONS, LLC.INSURANCE NOT ON FILE WORK MAY NOT PROCEED CITY CLERK DATE: N-2023-229 PARTNERSHIP AGREEMENT WITH ESTRELLA COMMUNICATIONS, LLC, DBA KVEA TELEMUNDO 52 FOR FIESTAS PATRIAS 2023 THIS PARTNERSHIP AGREEMENT is made and entered into this 9th day of August 2023 by and between Estrella Communications, LLC., a Delaware limited liability company dba KVEA Telemundo 52 ("Partner"), and the City of Santa Ana, a charter city and municipal N corporation organized and existing under the Constitution and laws of the State of California N ("City"). M RECITALS a A. The City is producing its Fiestas Patrias event in Santa Ana on September 16 & 17, 2023 ("Event") and desires to retain partners for the Event. B. Partner represents that it is able and willing to enter into a partnership for the Event. C. In undertaking the performance of this Agreement, Partner represents that it is knowledgeable in its field and that any activities conducted by Partner under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in such field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. PARTNER BENEFITS hi exchange for the sum specified in Section 3 below, Partner shall be entitled to the benefits at the Event as described on Exhibit A, attached hereto and incorporated by reference. Partner grants to City the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to City by Partner in any medium of advertising, marketing materials, and/or promotional goods distributed in conjunction with the Event and in accordance with Partner's usage guidelines. 2. CITY RESPONSIBILITIES In exchange for the benefits specified in Section 1 above and for the sum specified in Section 3 below, City shall be obligated to provide and perform the responsibilities as described in Exhibit A, attached hereto and incorporated by reference. 3. PARTNERSHIP FEE For its participation as a Partner for the Event, Partner shall provide to the City in -kind contributions valued at Thirty -One Thousand Dollars and Zero Cents ($31,000) as further described in Exhibit A. Partner shall not be entitled to the partnership benefits under this Agreement, or to otherwise participate in the Event, if Partner fails to provide the in -kind contributions described in Exhibit A. Page 1 of 6 4. TERM This Agreement shall commence on the date stated above and continue through the last date of the Event, unless terminated as otherwise provided in this Agreement. 5. INDEPENDENT CONTRACTOR Partner shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Partner performs the services which are the subject matter of this Agreement; however, the services to be provided by Partner shall be provided in a manner consistent with all applicable standards and regulations governing such services. Partner shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE During the term of this Agreement, Partner shall maintain and shall require its subcontractors or agents, if any, to obtain and maintain insurance as described in Exhibit B. 7. INDEMNIFICATION To the fullest extent permitted by law, Partner shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related (directly or indirectly) to this Agreement or Partner's presence or activities at the Event (including the negligent and/or willful acts, errors and/or omissions of Partner, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Partner to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Partner. 8. CONFIDENTIALITY If Partner receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Partner agrees that it shall not use Page 2 of 6 or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Partner disclosed in a publicly available source; (c) is in rightful possession of the Partner without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Partner without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Partner covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-75) Santa Ana, California 92702 Fax: 714-571-4221 To Partner: Estrella Communications, LLC., dba KVEA Telemundo 52 Attn: Nicole Martinez, Promotion and Marketing Coordinator 100 Universal City Plaza, Universal City, CA 91608 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and Page 3 of 6 addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Partner regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Partner. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Partner or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Partner, Partner may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other partners retained by City. 13. CANCELLLATION OR TERMINATION a. If, because of war, fire, strike, civil strife, government regulation, natural catastrophe, an act of terrorism or public enemy, an act of God, or any reason beyond the reasonable control of City, the Event or any part thereof is prevented from being held or is cancelled by City, City, in its sole discretion, shall determine and refund to the Partner its proportionate share of the balance of the aggregate partner fees received that remain after deducting expenses incurred by City and reasonable compensation to City. In no case shall the amount of the refund to the Partner exceed the amount of the fee paid. City reserves the right to cancel any portion of the Event as it deems necessary and appropriate. b. Cancellation by the Partner will be accepted only in writing. In the event of cancellation by Partner, Partner will remain obligated for 100% of the partnership fee, and City will retain the right to seek and retain an alternate partner in City's sole discretion. 14. NONDISCRIMINATION Partner shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by Page 4 of 6 applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities in connection with this Agreement. Partner affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION —VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Partner shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Partner shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page to follow] Page 5 of 6 N-2023-229 IN WITNESS WHEREOF, the parties hereto have executed this Partnership Agreement the date and year first above written. ATTEST: �� � APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Sy:� ` Brandon Salvatierra Assistant City Attorney RECOMMENDED FOR APPROVAL: Hawk Scott Executive Director of Parks, Recreation and Community Services Agency CITY OF SANTA ANA Kristine Ridge City Manager PARTNER Name: F M/1M l V Q Title: V P N1ATM i n 9 Page 6 of 6 10:41il3IMAI Santa Ana pwe xoe Repwkd CITY OF SANTA ANA Parks, Recreation, & Community Services Agency Fiestas Patrias 2023 Title Level Partnership Estrella Communications, LLC. DBA KVEA Telemundo 52 Program overview: Telemundo 52 (Partner) will be providing in -kind contributions valued at $31,000 to the City of Santa Ana (City) as a Title Level Partner to support the Fiestas Patrias Event on September 16 & 17, 2023 in exchange for participation in the parade, providing additional marketing/ broadcasting support, and on -air promotions. Partner Responsibilites: • Five (5) live mentions of the City' s Fiesta Patrias Event during the television show "Acceso Total," for 5 days between September 11, 2023 and September 15, 2023, between the hours of 11:30 a.m. and 12:00 p.m., for 15 seconds each; • Interview with City staff promoting the City's Fiestas Patrias Event to air during the television show "Acceso Total," date of interview to be agreed upon by City and Partner; • Promotion of the City' s Fiestas Patrias Event on the Telemundo 52 Website from September 11, 2023 to September 17, 2023 subject to City content approval; • Four (4) social media post promotions regarding the City's Fiestas Patrias Event on the Telemundo 52 social channels between September 11, 2023 to September 17, 2023 subject to City content approval; • One (1) car convertible with talent to participate in the Fiestas Patrias Parade event on Sunday, September 17, 2023 to run from 3:00 p.m. to 5:00 P.M.; • Partner grants to City the right to use Partner's trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to City by Parnter in any medium of advertising, marketing materials, and/ or promotional goods distributed in conjunction with the Event and in accordance with Partner's usage guidelines. City resoonsibilities: • 8 parking passes in vendor designated parking area on Sunday, September 17, 2023; • Stage mentions of Telemundo 52 participation in parade two times per day on Saturday and Sunday, September 16-17, 2023. THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor - Santa Ana, CA 92701 (714) 571-4200 - Web Site: www.santa-ana.org/departments/parks-recreation • City agrees to include Partner's logo on Event marketing and promotional items that include logo placement on event signage, Santa Ana Parks social media, City's website, and City issued press notification at the Title level; • One (1) parade space during the City's Fiestas Patrias Parade on Sunday, September 17, 2023 to run from 3:00 p.m. to 5:00 p.m. THE CITY OF SANTA ANA 20 Civic Center Plaza • 2nd Floor • Santa Ana, CA 92701 (714) 571-4200 • Web Site: www.santa-ana.org/departments/parks-recreation EXHIBIT B Exhibit B Prior to undertaking performance of work under this Agreement, Partner shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder and the results of that work by the Partner, their agents, representatives, employees or subcontractors. a. Minimum Scope and Limit of Insurance Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Fonn Number CA 00 01 covering any auto (Code 1), or if Partner has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage: if the Partner maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Partner. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Partner including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Partner's insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage: For any claims related to this contract, the Partner's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Partner's insurance and shall not contribute with it. 3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 4. Waiver of Subrogation: Partner hereby grants to City a waiver of any right to subrogation that any insurer of said Partner may acquire against the City by virtue of the payment of any loss under such insurance. Partner agrees to obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require the Partner to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. 7. Verification of Coverage: Partner shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Partner's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies,including endorsements required by these specifications, at any time. 8. Subcontractors: Partner shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Partner shall ensure that City is an additional insured on insurance required from subcontractors. 9. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances.