HomeMy WebLinkAboutREPUBLIC SERVICES (2)INSURANCE NOT ON FILL
WORK MAY NOT PROCEE,
CLERK OF COUNCii
DATE:
N-2022-269
SPONSORSHIP AGREEMENT WITH REPUBLIC SERVICES, INC., FOR
e .PX( k(Wit t!C(wt GaO&al) (AN�1 FIESTAS PATRIAS 2022
THIS SPONSORSHIP AGREEMENT is made and entered into this day of
September, 2022 by and between Republic Services, Inc., a Delaware corporation ("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 Fiestas Patrias in Santa Ana on September 17-18, 2022
("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. City and Sponsor desire to enter into this Sponsorship Agreement to identify each
patty's respective responsibilities for the sponsorship.
D. Sponsor represents that it does not have any pending or open applications with the City
that require discretionary approval.
E. Sponsor represents that it is not adverse to the City in any pending or ongoing legal
proceeding.
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. CITY RESPONSIBLIT ES
As further detailed in Exhibit A, attached, in exchange for the benefits specified in
Section 2 below, City shall be responsible for providing the following:
a. Two (2) 10 x 10 event booth space two (2) tables for Republic Services;
b. Republic Services logo on event promotional materials;
c. Republic Services logo on jumbotron;
d. Electrical outlet and lighting for Republic Services.
2. SPONSOR
a. As further detailed in Exhibit A, attached, in exchange for the benefits specified
in Section 1, Sponsor shall provide the following:
(1) $5,000 in Sponsorship by providing the Republic Services Vendor;
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(2) Antique waste truck;
(3) For Festival booth participation on Saturday, September 17, 2022 from 12:00
pan. —10:00 p.m. and Sunday, September 18, 2022 from 12:00 p.m. — 9:00 p.m. Sponsor must
follow all exhibitor guidelines and must stay for the duration/entirety of the event;
b. 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.
3. SPONSORSHIP FEE
There is no monetary sponsorship fee.
4. EXCLUSIVITY OF SPONSORSHIP
This sponsorship is non-exclusive. The City may enter into other sponsorship
agreements for this Event.
5. TERM
This Agreement shall commence on the date stated above and continue through
September 18, 2022, unless terminated as otherwise provided in this Agreement.
G. 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
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.
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. Minimum Scope and Limit of Insurance:
1. Commercial General Liability Insurance. Insurance Services Office Form CG
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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 aggregate limit 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 Form Number CA 00 01 covering any auto (Code 1),
or if Sponsor has no owned autos, hired, (Code 8) and non -owned autos (Code 9),
with limit no less than $1,000,000 per accident for bodily injury and property
damage.
Worker's Compensation Insurance. In accordance with California State law,
Contractor, if Contractor 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, Contractor agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
4. Broader Coverage. If the Contractor 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 Contractor. 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
Contractor including materials, parts, or equipment furnished in connection with
such work or operations. General liability coverage can be provided in the form
of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20
_ lQ 1185 or if not available, through the addition of both CG 20 10,
CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).
2. Primary Coverage. For any claims related to this contract, the Contractor'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 Contractor'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.
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4. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to
subrogation that any insurer of said Contractor may acquire against the City by
virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
Self -Insured Retentions. Self -insured retentions must be declared to and approved
by the City. The City may require the Contractor 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. Claims Made Policies. If any of the required policies provide claims -made
coverage:
a. The retroactive date must be shown, and must be before the date of the
contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not placed with another
claims -made policy form with a retroactive date prior to the
contract effective date, the Contractor must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of work.
8. Verification of Coverage. Contractor shall furnish the City with
copies of the applicable policy language effecting coverage requiredby this clause)
and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to City before work begins. However, failure to obtain the
required documents prior to the work beginning shall not waive the Contractor'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.
9. Subcontractors. Contractor shall require and verify that all subcontractors
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maintain insurance meeting all the requirements stated herein, and Contractor shall
ensure that City is an additional insured on insurance required from subcontractors.
10. Special Risks or Circumstances. City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
8. INDE AIKIFICATION
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
limitation upon the amount of indemnification to be provided by the Sponsor.
9. 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
.-all_nonpublic-information.-Confidential information-ncludes-ad-onl w htca 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.
1.0. CONFLICT OF INTEREST CLAUSE
Sponsor covenants that it presently has no interests and shall not have interests, direct or
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indirect, which would conflict in any manner with this sponsorship agreement. Should this
sponsorship create a conflict of interest for the City, the sponsorship agreement shall be deemed
null and void.
11. 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 8s Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-75)
P.O. Box 1988
Santa Ana, California 927024988
Fax: 714-571-4221
To Sponsor: Republic Services, Inc,
2700 N. Main Ste 1000
Santa Ana, CA 92705
Phone: (657) 467-6207
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,
12. 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
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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.
13. 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.
14. 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 whether, based upon in part on whether Sponsor had delivered
on Sponsor's obligations tinder this Agreement, and how to compensate Sponsor, if at all, for any
loss of Sponsorship opportunity. 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 obligations,
15. NONDISCRIMINATION
Sponsor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the-r ceruiitment aolecuoon, teaching,_ training, utilization, promotion termination or
other employment related activities or any services provided 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.
16, 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.
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17. 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 shalt 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.
18. PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS
PROUBITED
Sponsor must not confer a personal benefit, directly or indirectly, to any individual City
officer or employee.
19, NO ENDORSEMENT
Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its
services, products, officials, board members, or owners.
20. LIMITATIONS
C. Editorial Control: City retains the right to exercise full editorial control over the
placement, content, appearance, wording, and design of sponsorship materials and messages.
d. No Use of City Logo or Seal: This sponsorship agreement does not allow for the
use of the City's seal or logo by sponsor.
e. Content: Sponsorship signage, materials, advertising, handouts, etc„ provided by
sponsor pursuant to this agreement shall not contain the following:
(1) Obscenity;
(2) Pornography;
(3) Fighting words;
(4) Fraudulent material;
(5) Defamatory, libelous, or slanderous material;
(6) Promotion of illegal drugs, tobacco products, gambling, or adult
entertainment;
(7) Political campaign speech, speech that supports or opposes a ballot
measure or initiative, speech that supports or opposes any person running
for political office.
21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature below
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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.
C. The portions of this Agreement are severable. Any invalidity,
unenforceability or illegality of any provision or provisions, shall not act to
invalidate the entire Agreement. Each term or provision of this Agreement shall be
construed to be valid and enforceable to the fullest extent of the law.
IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement
the date and year first above written.
ATTEST:
J v — —14'A
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney
Recreation and Community Services Agency
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CITY OF SANTA ANA
-E54---
Kristine Ridge
City Manager
I0:4:110W.,I
SCOPE OF SERVICES
Type of Service: Sponsorship Agreement
Event: Fiestas Patrias Festival 2022
Event Dates and Times: Saturday, September 17, 2022 from 12:00 pm. — 10:00 p.m. and Sunday,
September 18, 2022 from 12:00 p.m. - 9:00 p.m.
Sponsorship Agreement:
■. Republic Services, "SPONSOR", to provide the following:
o $5,000 in Sponsorship by providing the following:
■ Two (2) 1 Ox10 booth space
• Antique Waste Truck
o For Festival booth participation on Saturday, September 17, 2022 from 12:00 p.m: 10:00
p.m. and Sunday, September 18, 2022 from 12:00 p.m: 9:00 p.m. SPONSOR to provide the
City with the following:
■ SPONSOR must follow all exhibitor guidelines
• SPONSOR must stay for the duration/entirety of the event.
• The City of Santa Ana, "CITY", to provide the SPONSOR with the following:
• Event booth space two (2) (1 0x10)
• Logo on event promotional materials
• Logo on stage jumbotron
• Two (2) tables
• Electrical outlet and lighting