HomeMy WebLinkAboutMETROPCS CALIFORNIA, LLC (2) -2016City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect. 71!6 Sr' 77 p'? ,�: n,�
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form. CITY Q r S A �j -�
Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
No N-2016-061 was completed on (P and final payment has been made.
(List all amendments. Use space below if needed.)
Department: Pw. �
Phone/Ext.: �501�zj
Signature: <:;tOsYvGCxkt/("
Date: 9\;;M \ k 0
Revised: 01-07-16
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CLERK OF COUNCIL
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SPONSORSHIP AGREEMENT WITH METRO PCS
FOR CINCO DE MAYO FESTIVAL, 2016
t #.
Silvia Cuevas THIS SPONSORSHIP AGREEMENT is made said entered into this 21st day of April
201.6 by and between METROPCS CALIFORNIA, LLC ("Sponsor"), and the City of Santa Ana,
a charter city and municipal corporation organized and existing under the Constitution and laws
of the State of California ("City").
RECITALS
A. The City is producing its annual Cinco de Mayo Festival in downtown Santa Ana on
April 30, 2016 and May 1, 2016 ("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 of this 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 `HEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set 9`orth, the parties agree as follows:
I. 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 Five Thousand ]Dollars ($5,000.00), The sponsorship fee is due 30 days upon
Sponsor's receipt of invoice from the City in this amount.
This Agreement shall commence on the date stated above and terminate on May 2, 2016,
unless terminated as otherwise provided in this Agreement.
4. INDEPENDENT CONTRACTOR
Sponsor shall, during the entire term of this Agreement, be construed to be urs
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 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
Page 1 of
0
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. INSUILkNCE
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 -awned 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 fall force mid 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.
Page 2 of'7
6. INDEMNIFICATION
To the fifflest 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 at 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 firom or in any manner are related
to the negligent and/or willful acts, errors and/or omissions at or in connection with the Event of
Spons6r, its principals, officers, agents, employees, vendors, suppliers, contractors,
subcontractors, anyone employed directly or indirectly by any 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 limitation 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
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 me. "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 -we and nondisclosure shall not apply to
any inforihation that (a) has been. disclosed in publicly available sources; (b) is, through no fault
of the Sponsor disclosed in a publicly available source; (o) 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 indepch ' dently 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 doomed to be properly given if delivered in person or
mailed by first clagg bicartified mail, postage prepaid, to the following persons:
To City: Clerk of the City Council
V City of Santa Ana
Page 3 of 7
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Copies to: Parks, Recreation & Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-75)
Santa Ana, California 92702
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
To Sponsor: METROPCS CALIFORNIA, LLC
M -LA Office
880 S. Figueroa St, Suite 1400
Los Angeles, CA 90017
and METROPCS CALIFORNIA, LLC Legal Department
2250 Lakeside Blvd
Richardson, TX 75082
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,
coininunication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duty registered or certified, with postage prepaid, and
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
--Agreement represents the complete and exclusive statement be e o
between the City and
Sponsarrrding the subject matter herein, and supersedes any and all other agreements, oral or
written, bhw6en the parties, in the event of a conflict between the terms of this Agreement and
any attaebinents hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified ' 'excepj'by written instrument signed by the City and by an authorized representative of
Sponsor. Tho parties agree that any torms or conditions of any purchase order or other
instrument that are ineqnsistent 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.
Page 4 of 7
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 perfbrined 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. NON-DISCRIMINATION
Sponsor shall not discriminate because of race, color, creed, relation, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable lav, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities or any activities under this Agreement. Sponsor affirms that it is an
equal oppbrtunity employer and shall comply with all applicable federal, state and local laws and
regulations.
14. JURISDICTION - VENITE
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.
15. PROFESSIONAL LICENSES
Sponsor shall, throughout the tern of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions applicable to T -Mobile's participation in the Event
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,
Page 5 of 7
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.
b. AU Exhibits referenced herein and attached hereto shall be incorporated as if fully set
'e
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:
0�1
MARIA D, FIUIZAR
Clerk of the Council
APPIZOVED AS TO FORM:
SON [A R. CARVALHO
City Attorney
By!�kM, FUNK
Assistant City Attorney
I
RECOMMENDED F01 PPROVAL:
.. . .... ...... — ---------
Gerardo Mone
Executive Director
Parks, Receeation and Community Services Agency
11
CITY OF SANTA ANA
AVID CAVAZOS
City Manager
SPONSOR
METROPCS CALIFORNIA, LLC
Page 6 of 7
N
CINCO DE MAYO 2016,
S r�ansor Becie�ts for METRUPCS CALIFORNIA LIC
$5,000 Option B
Cinco de Mayo Festival 2016 -- April 30 -May 1, 2016
• 2 10x10 Spaces (Bringing own canopies)
• 2 tables
r 4 cbairs
Page 7 of 7
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(fes) must be endorsed. It SUBROGATION I$ WAIVED, subject to
the terms and conditions of the policy, certain policies may require an andorsement. A statement on this certificate does not confer rights to the
Three City Place Drive, Suite 900
St. Louis NIO 63141-7081
(314) 4320500
INSURER A
1358772 T -Mobile US, Inc.
Its Subsidiaries and ANiliates
12920 SE 38th Street
Bellevue WA 98006
COVERAGES TMORI CERTIFICATE NUMBER: 129011X97 REVISION tatIMRER• Mvvvvvv
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LIS FED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT NTH 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.
AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
ggEXCLUSIONS
IIL
TYPE OF INSURANCE
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POLICY NUMBER
POLICY EFF
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PROPERTY DAMAGE § XXXXXXX
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E.L. DISEASE- POLICY LIMIT 16 1,000,000
DESCRIPTION OF OPERATIONS /LOCATIONS I V9111CL98 (ACORD 101, Additional Ramarha Schedule, may be attached it inure spice ]& reauaedl
THIS C'ERTIFICA'TE SUPERSEDES ALL PREVIOUSLY ISSUED CKKTIFICAA ES FOKTHIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TRRMISI REFERPNCEn
The Certificate holder and uthar entities defined are additional insureds on a prinlary and nowconu ibunny basis under general liability and are additional
insured under autantoldle liability as required by written Contract. Waiver of Sabrogation applies under general liabili.V and automobile liability as refired by
wduen cnntrasL a"Sea Attached Endorsements'# RE: SPECIAL EVEN`f, CINCO DE MAYO FESTIVAL IN SANTA A ANA 513/2015. SEPARATION OF
INSUREDS AM INCLUDED UNDER UENERAL LIABILITY,
12800087
CITY OF SANTA ANA
20 CIVIC CENTER PLAZA
SANTA ANA CA 92701
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
All dents
ACORD 26 (2014101) The ACORD name and logo are registered marks of ACORD
ENDORSEMENT # 023
This endorsement, effective 12:01 a.m., May 1, 2015 forms a pan of
Policy No. RGD5000259.04 issued to T -MOBILE US, INC.
by Greenwich Insurance Company `e-
rev � ay
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
WASHINGTON -CANCELLATION NOTIFICATION e¢G
TO OTHERS ENDORSEMENT
In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of
premium, advanced written notice will be mailed or delivered to person(s) or entity(les) according to the
notification schedule shown below:
Name of Person1s or Entit les
Per the most current schedule
Of Certificate Holders maintained by
Lockton Companies and furnished to
XL Insurance on a monthly basis
Mailing Address:
Number of Days
Advanced Notice of
Cancellation:
In the event of cancellation for nonpayment of premium, ten (10) days notice will be given.
All other terms and conditions of the Policy remain unchanged.
IXI 405 -WA 1210
Miscellaneous Attachment M481510
Master ID: 1358772, Certificate ID: 12000889
30
ENDORSEMENT tl004
This endorsement, effective 12:01 a.m., May 1, 2015 forms a part of
Policy No. RAD5000257.04 issued to T -MOBILE US, INC.
by Greenwich Insurance Company�j\� �1
°a
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
WASHINGTON - CANCELLATION NOTIFICATION
TO OTHERS ENDORSEMENT
In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of
premium, advanced written notice will be mailed or delivered to person(s) or entity(s) according to the
notification schedule shown below:
Number of Days
Name of I?erson(s) or Entity(iesh Mailing Address: Advanced Notice of
Cancellation:
Per the most current schedule
Of Certificate Holders maintained by 30
Lockton Companies and furnished to
XL Insurance on a monthly basis
In the event of cancellation for nonpayment of premium, ten (10) days notice will be given.
All other terms and conditions of the Policy remain unchanged.
IXI 405 -WA 1210
Miscellaneous Attachment: M481533
Master ID: 1358772, Certificate ID: 12900887
ENDORSEMENT # 004
This endorsement, effective 12:01 a.m., May 1, 2015 , forms a part of
Policy No. ROD5000259-04 issued to T -MOBILE US, INC.
by Greenwich Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY
PRIMARY INSURANCE CLAUSE ENDORSEMENT
This endorsement modifies insurance provided under the following:.
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/ COMPLETED OPERATIONS COVERAGE PART
It is agreed that to the extent that insurance Is afforded to any Additional Insured under this policy, this
insurance shall apply as primary and not contributing with any insurance carried by such Additional
Insured, as required by written contract.
All other terms and conditions of this policy remain unchanged.
(Authorized Representative)
Miscellaneous Attachment: M481509
Cortihcate ID: 12900887
ENDORSEMENT # 022
This endorsement, effective 12;01 a.m., May 1, 2015
Policy No. RGD6000269.04 issued to T -MOBILE US, INC.
by Greenwich Insurance Company
f
forms a part of�'�\ j A
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED • WHERE REQUIRED UNDER CONTRACT OR AGREEMENT
This endorsement modifies insurance provided under all coverage parts,
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART'
LIQUOR LIABILITY COVERAGE PART
OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM
RAILROAD PROTECTIVE LIABILITY COVERAGE.. FORM
Section II - WHO IS AN INSURED is amended to Include as an Insured any person or organization for
whom you have agreed under written contract or agreement to provide Insurance,
However, the insurance provided shall not exceed the scope of coverage and/or limits of this policy.
Notwithstanding the foregoing sentence, in no event shall the Insurance provided exceed the scope of
coverage andlor limits required by said contract or agreement
All other terms and conditions remain the some.
(Authorized Representative)
Miscellaneous Attachment; M481507
Certificate ID; 129110887