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HomeMy WebLinkAboutWELLS FARGO BANK-2017JMWVhOME al F& N-201'7-051 Doc ID 229595/internal MIL Il *WAVE EWRM .am OF c llt � j 1 20V QAIE.J SPONSORSHIP AGREEMENT WITH WELLS FARGO 0: FRCS M FOR CTNCO DE MAYO AND FIESTAS PATRIAS FESTIVALS 2017 Silvia Cuevas THIS SPONSORSHIP AGREEMENT is made and entered into this 15th day of March 2017, by and between NVEL ,S FARGO BANK ("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 hosting its annual Cinco de Mayo Festival in downtown Santa Ana on May 6 - May 7, 2017 and hosting its Fiestas Patrias Festival on September 1.6,17, 2017 ("Events"). The City desires to retain sponsors for these Events. B. Sponsor represents that it is able and willing to provide sponsorship for these Events. 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 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 surn specified in Section 2 below, Sponsor shall be entitled to the benefits at the Events as described on Exhibit A. Sponsor grants to City the right to use Sponsor's trademark(s), trade narne(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 Events and in accordance with Sponsor's usage guidelines. 2. SPONSORSHIP FEE For its participation as a Sponsor for the Events, Sponsor shall pay to the City a sponsorship fee of Two Thousand and Five Hundred Dollars ($2,500.00) for each Event. The total sponsorship fee of Five Thousand. Dollars ($5,000.00) is payable by Sponsor to City upon execution of this Agreement and before the Cinco de Mayo Event, but no later than May 4, 2017. 3. TERM This Agreement shall commence on the date stated above and terminate on September 30, 2017, unless terminated as othet-wise provided in this Agreement. 4. ]INDEPENDENT CONTRACTOR Sponsor 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 Page 1 oF7 to allow the City to exercise discretion or control over the professional manner in which Sponsor performs the services which are the subject platter 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. INSURANCE 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 noncontributory 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 furnished 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 0 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 claire; 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 limitation upon the amount of indemnification to be provided by the Sponsor. 7. 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 irifarmation 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 infoianation. 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 rightfiil possession of the Sponsor without air obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) 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 providedd in this Section, to the following persons: Page 3 of 7 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 & Cormnun.ity 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: Wells Fargo Bank, N.A. 101 West 0 Street Santa Ana, CA 92701 Phone: (949) 251-4416 wo odbetl@wellsfargo,com A patty 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 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. 1.0. 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, Page 4 of 7 WEE 1 ARGO 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 perforined 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 Events or any part thereof are prevented from being held or are 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 amolint 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 irl City's sole discretion. 13. NON-DISCRIMINATION Sponsor skull not discrinninate because of race, color, creed, relation, 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, tertxn.ination or other employment related activities or any activities under this Agreement. 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, pen•forrnance, arnd enforcement of aay 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. PROFESSIONAIL 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. 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, 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 fiilly 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 CIerk of the Council APPROVED AS TO FORINT: SONIA R. CA.RVALHO City Attorney B _. y RY 0, DGE Ass' ant Ci Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET Director Parka, Recreation & Community Services Agency CITY OF SANTA ANA ROBERT C. CORTEZ DEPUTY CITY MANAGED WELLS F'ARGO BANK, N.A. Stacy Smithers 1 Name: Title: ar eting Director 2017.04.25 09:37:04 -07'00' Page 6 of 7 rnitmctP[euiswed 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 fially, including reasonable costs and attomey'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: RUIZAR 7"Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: RY O. 1 7DGE Ass' ant Ci �y Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUJETDir ctor Paries, Recreation & Community Services Agency CITY OF SANTA ANA ROBERT C. CORTEZ DEPUTY CITY MANAGER WIrLLS FARGO BANK, N.A. Stacy Smithers Name: Title: ,.ar etl rlg i rector 20 1 7.04.25 09:37:04 -07'00' Page G of X011 olnMgnft, con�«�no�law.a WELLS EARGO EXHIBIT A Wells Fargo Sponsorship For the :following events: 2017 Cinco de Maya Festival - Saturday and Sunday, May 6-7, 2017 2017 Fiestas Patrias Festival - Saturday and Sunday, September 16-17, 2017 • Sponsorship Level: $5,000.00 o $2,500.00 to participate in 2017 Cinco de Mayo Festival o $2,500,00 to participate in 2017 Fiestas Patrias Festival Sponsor will also provide the Wells Fargo Stage Coach For the 2017 Fiestas Patrias Parade on Sunday, September 17, 2017 Sponsor Benefits Per Event • 1 10x10 canopy space i 1 table • 2 chairs • No Publicity Page 7of7 21174 AC40R"a CERTIFICATE OF LIABILITY INSURANCE DATE(MM2DDIYYYY) 5/2/2017 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 INSUREII AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or 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 certificate holder in lieu of such endorsements . PRODUCER Wells Fargo Insurance Services USA, Inc. NON ACT Wells Fargo Certificate Service Center PHONE 1-877-932-7475 FAX 1-877-362 9069 PJC No Ext : A,C Na (Servicing Broker for Wells Fargo &Company) 3475 Piedmont Road NE, Suite 800 ADDRESS: wfis.certificaterequest@wellsfargo.com INSURERS AFFORDING COVERAGE NAIC# Atlanta, GA 30305-2886 INSURERA: Old Republic Insurance Company 24147 INSURED Wells Fargo & Company and its Subsidiaries including INSURER B: INSURER C; Wells Fargo Bank, N.A. INSURER D: 550 South 4th Street INSURER E: Minneapolis, MN 55415 INSURER F: COVERAGES CERTIFICATE NUMBER: 11745155 REVISION NUMBER: See below 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE[) HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADUL SUaR POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD1YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � CCCUR X MWZY 304056 04/01/2015 04/01/2020 EACH OCCURRENCE S 10,000,000 DAMAGE(Eaa ED occurrence 10,000,000 PREMISES $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 10,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 GEN'L X POLICY PRO- ❑ LOC )ECT PRODUCTS - COMPIOP AGG $ 10,000,000 S OTHER: A AUTOMOBILE LIABILITY MWTB 304054 04/01/2015 04/01/2020 Ea a¢cdeDtsINGLE LIMIT $ 10,000,000 BODILY INJURY (Por person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ UMBRELLALIAIi OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION$ $ A WORKERS COMPENSATION410[12015 AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? N (Mandatory in NH) NIA MWC302638 • `�®� a N 4�¢d \� 04/01/2020 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below �f ,I E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS r LOCATIONS 1 VEHICLES (ACORD 101, Additional Re s Sc u .1 attached if more space is required} Wells Fargo participation in event May 6th -7th, 2017 004, The City of Santa Ana, , 20 Civic Center Plaza, Santa Ana, California 92702; its officers, agents, employees and volunteers are Additional Insured on General Liability as respects liability arising out of Named Insured's participation in referenced event per the attached Additional Insured endorsement as required by contract as required per written contract, subject to policy terms, conditions, and exclusions. *Such coverage is Primary & Non-contributory CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attention: PRCSA ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE q The ACORD name and logo are registered marks of ACORD O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) (Thls cadificate rep1---,0ftA 9 117435B2 1—d an 01212917) POLICY NUMBER: COMMERCIAL. GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This enclorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARI' SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)= Where required by contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I A. Section Ii — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such -additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 MPWZY 304056 Wells Fargo & Company 04/07/2075 - 04/01/2020 IL 10 (12106) OL® REPUBLIC INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Item 4. Other Insurance paragraphs a. and L3. are amended to read as follows; This Insurance is excess over any other valid and collectible insurance applying to the loss except for insurance bought specifically to apply In excess of the Limits of Insurance shown in the declarations or this Policy. Notwithstanding the preceding paragraph, the insurance afforded by this Policy is primary insurance with respect to those Insureds to whom you are obligated by contract to provide primary insurance. CL 259 009 0409 mwzy 304056 Wells Fargo & Company 0410112015 - 0410112020