HomeMy WebLinkAboutSOUTHERN CALIFORNIA EDISON - 2017City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments of any) are no longer in effect.
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form.
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Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
No. N-2017-058 was completed on
(List all a-mendments. Use space below if needed.)
Revised. 10-18-16
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COTC office Use only
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and final payment has been made.
Department: Ce6 A
Phone/Ext.: AGE
Signature:
Date:
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Silvia Cuevas N-2017-058
INSURANCE AO
1 ON FILE
JRK MAY � PROCq CL ONSORSHIP AGREEMENT WITH SOUTHERN CALIFORNIA GAS
CLERK OF �OPVQVCOMPANY FOR CINCO DE MAYO FESTIVAL 2017
DATE,
THIS SPONSORSHIP AGREEMENT is made and entered into this I" day of May,
2017, by and between SOUTHERN CALIFORNIA GAS COMPANY ("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 ("Event"). The City desires to retain sponsors for this Event.
B. Sponsor represents that it is able and willing to provide sponsorship for this Event.
C. In undertaking the performance of this Agreement, Sponsor represents that it is
knowledgeable in its held 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 Events 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) for the Event. The total sponsorship fee 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 continue through the last
day of the Event, unless terminated as otherwise 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
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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.
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Prior to ttndertaking performance of work under this Agreement, Sponsor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Sponsor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and 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, with $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 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 St,000,000 per occurrence. Such insurance shall
include coverage for owned, hired and non -owned automobiles.
Worker's Compensation Insurance. In accordance with the California Labor
Code, 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. If Sponsor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single
limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. 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 by the City.
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(iii) Certificates and policies shall state that the policies shall not be
cancelled or reduced in coverage or changed in any other material
aspect, by consultant, without thirty (30) days prior written notice
to the City.
(iv) Sponsor shall supply City with a frilly executed additional insured
endorsement.
f. 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 forthwith terminate this Agreement. Such termination shall not
affect Sponsor's right to be paid for its time and materials expended prior to
notification of termination. Sponsor waives the right to receive compensation and
agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
6. INDEMNIFICATION
Sponsor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) for
personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
claims for personal injury, including death, and claims for property damage, which may arise
from the negligent operations of the Sponsor or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Sponsor further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding. Notwithstanding the foregoing, to the extent Sponsor'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 of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of 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 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
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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.
8. CONFLICT OF INTERtEST 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: Cleric 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-23)
Santa Ana, CA 92702
Fax: 714-571-4221
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, CA 92702
Fax: 714-647-6515
To Sponsor: Southern California Gas Company
555 West Fifth Street
Los Angeles, CA 90013
Phone: 213-210-2500, Cell: 562-412-2248
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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 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.
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. CANCELLATION 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 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
Contractor 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 law, in the recruitment, selection, training, utilization, promotion, termination or
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other employment related activities or in connection with any activities under this Agreement,
Contractor 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 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 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement the
date and year first above written.
ATTEST:
iRIAD. HUIZAR ROBERT C. CORTEZ
Clerk of the Council Deputy City Manager
[signatures continue on next page]
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APPROVED AS TO FORM:
SONIA R, CARVALHO
City Attorney
By:
J FUNK
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Gerardo Mouet, Execu a Director
Parks; Recreation & Community Services Agency
SOUTHERN CALIFORNIA GAS CO.
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Sponsor Benefits for SoCal Gas
$5,000.00 Option A
Cinco de Mayo Festival 2017 -- May 6-7, 2017
0 1 1Ox10 Canopy
• 1 tables
• 2 chairs
• Logo inclusion on stage Jumbotron
• Logo on promotional materials will NOT be provided due to time
constraints
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