HomeMy WebLinkAboutWSS-2015INSURANCE ON FILE
WORK MAY PROCEED N-2015-068
UNTIL INSURANCE EXPIRES,, SPONSORSHH' AGREEMENT WITH WSS
.�:. FOR CINCO DE MAYO FESTIVAL 2015
DATE: of couNclL MAY 12015 th
UC1 THIS SPONSORSHIP AGREEMENT is made and entered into this 20 day of April
Ci 2 l5 by and between: WSS ("Sponsor" ), and the City of Santa Ana, a charter city and municipal
a_v f1.J1 corporation organized and existing under the Constitution and laws of the State of California
( City ).
RECITALS
A. The City is directly producing its annual Cinco de Mayo Festival in downtown Santa
Ana on May 1-3, 2015 C Event=') and desires to retain sponsors for the Event.
B. Sponsor represents that it is able and willing to provide sponsorship for the Event.
C. In undertaking the performance ofthis Agreement, Sponsor represents that it is
knowledgeable in its field and that any activities conducted by Sponsor 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. SPONSOR BENEFITS
In exchange for the sum specified in Section 2 below, Sponsor shall be entitled to the
benefits at the Event as described on Exhibit A. Sponsor grants to City the right to use Sponsor's
trademark(s), trade name(s), logo designs and company descriptions as prepared and delivered to
City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods
distributed in conjunction with the Event and in accordance with Sponsor's usage guidelines.
2. SPONSORSHIP FEE
For its participation as a Sponsor for the Event, Sponsor shall pay to the City a
sponsorship fee of Nine Thousand Five Hundred dollars ($9,5€10.00). The sponsorship fee is
payable by Sponsor to City upon execution of this Agreement.
3. TERM
This Agreement shall commence on the date stated above and continue through the last
day of the Event, which is May 3, 2015, unless terminated as otherwise provided in this
Agreement.
4. INDEPENDENT CONTRACTOR
Sponsor shall, during the entire tern 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 Sponsor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Sponsor shall be provided in a manner consistent with all applicable standards and
regulations governing such services, Sponsor 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.
5. MSURANCE
During the term of this Agreement, Sponsor shall maintain and shall require its
subcontractors or agents, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Sponsor shall maintain commercial general
liability insurance which shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Sponsor's operations in the performance of
this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) name the City, its
officers, employees, agents, volunteers and representatives as additional insured(s); (b) be
primary and non-contributory with respect to insurance or self-insurance programs maintained
by the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with California state law, Sponsor,
if Sponsor has any employees, is required to be insured against liability for worker's
compensation or to undertake self-insurance. Prior to commencing the performance of the work
under this Agreement, Sponsor agrees to obtain and maintain any employer's liability insurance
with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Sponsor pursuant
to this section:
(i) Sponsor shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be famished to the City upon execution of
this Agreement and shall be approved in form by the City.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Sponsor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to terminate this
Agreement.
6. INDEMNIFICATION
To the fullest extent permitted by law, Sponsor 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 Sponsor's presence or activities at the Event
(including the negligent and/or willful acts, errors and/or omissions of Sponsor, 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 Sponsor 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
Iimitation upon the amount of indemnification to be provided by the Sponsor.
CONFIDENTIALITY
If Sponsor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it
shall not use or disclose such information except in the performance of this Agreement, and
Rather 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 Sponsor disclosed in a publicly available source; (c) is in rightful possession of the
Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Sponsor without reference to information disclosed
by the City.
S. CONFLICT OF INTEREST CLAUSE
Sponsor 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.
9. 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.Q. 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
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-647-6515
To Sponsor: WSS
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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
addressed as set forth above. If sent by facsimile, 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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Sponsor 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
Sponsor. 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 Sponsor 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.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Sponsor,
Sponsor 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 Sponsors retained by City.
12. CANCELLLATION OR TERMINATION
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 Sponsor its proportionate share of the
balance of the aggregate sponsor 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
Sponsor exceed the amount of the fee paid. City reserves the right to cancel any portion of the
Event as it deems necessary and appropriate.
Cancellation by the Sponsor will be accepted only in writing. In the event of cancellation
by Sponsor, Sponsor will remain obligated for 100% of the sponsorship fee, and City will retain
the right to seek and retain an alternate sponsor in City's sole discretion,
13. DISCRIMINATION
Sponsor 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
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Sponsor affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
14. 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 $ether
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.
15. PROFESSIONAL LICENSES
Sponsor 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. Sponsor 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.
16. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement the
date and year first above written.
ATTEST:
MARIA D, HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
J�&M..FUNIC
Assistant City Attorney
CITY OF SANTA ANA
DAVID AZOS
City Manager
SPONSOR
Sponsorship Benefits for WSS
Cinco de Mayo event May 1-3, 2015 ("Event")
2 10X10 canopy space with 2 tables and chairs each
Logo on Cinco promotional material
Logo inclusion on Stage Jumbotron
Inclusion of logo on stage sponsor banner
Logo and thank you on City's Cable Channel (CTV3)
Logo and thank you on City's Electronic Marquee (Corner of Civic Center and Flower
St.)
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Ishii CERTIFICATE OF LIABILITY INSURANCE 413012015
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER,
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) most be endorsed, If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
cedificate holder in Rou of such endarsement(s).
PRODUCER License # OE67768
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13425 S. Fguema Street
INSUREIRD Berkshire Hathaway Homestate Insurance Company 20044
Los Angeles, CA 50061
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COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE
BEEN REDUCED BY PAID CLAIMScm.
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OESCRIPTIONOFOPERATIONSILOCATIONSJVEHMLEB(ACORO'tai, AtlNBongi RWmgfks 3ciredute, may 6e flttacheAttmore space is Maitjla
The City of Santa Ana, We officers, employees, agents, and representative aro included as additlorV1UQi0*j iJ i
RE: Event 515115
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City of Santa Ana
20 Civic Center Plaza M-23
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
j
ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD
BUSINESSOWNERS
PB 60 0104 11
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - FAIRS, CARNIVALS OR
EXPOSITIONS
This endorsement modifies insurance provided under the following:
PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM
The following is added to Section I. WHO IS AN
INSURED:
A. The person or organization designated in the
Schedule of this endorsement is also an insured, but
only with respect to their liability for "bodily injury' or
"property damage" caused, in whole or in part, by
your acts or omissions or the acts or omissions of
those acting on your behalf in connection with your
use, or your operations in connection with your use,
of that part of the premises made available to you as
a concessionaire or exhibitor atthe fair, carnival,
exposition or trade show shown in the Schedule of
this endorsement.
B. ADDITIONAL EXCLUSIONS
This insurance, including our duty to defend
"suits", does not apply:
1. To any "occurrence" that takes place after
you cease to be a concessionaire or
exhibitor at the fair, carnival or exposition
designated above; or
2. To "bodily injury" of "property damage"
arising out of any active negligence of the
person or organization designated in the
Schedule of this endorsement.
All terms and conditions of this policy apply unless modified by this endorsement
SCHEDULE
Fair, Carnival, Exposition Or Trade Show:
Cinco De Mayo - Santa Ana
13425 S Figueroa St
Los Angeles, CA 90061 1143
Name of Person or Organization:
The City of Santa Ana, it's officers,
employees, agents, and representatives
20 Civic Center Plaza M-23
Santa Ana, CA 92701
PB 60 0104 11
ACP BPR 3036634719
Reviewed by:
Silvia Cuevas
PRCSA/Admin.
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