HomeMy WebLinkAboutSUPREME FITNESS GROUP, LLC dba PLANET FITNESS0ems+ City of Santa "na
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AGREEMENT TERMINATION FORM
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INSURANCE N10 ON FILE
WORK NIAY N.OT PROCEED
CLERK OF COUNCIL
DATE:
N-2022-366
DEC 1 2 2022 SPONSORSHIP AGREEMENT WITH SUPREME FITNESS GROUP, LLC.,
DBA PLANET FITNESS FOR CITY OF SANTA ANA'S
WINTER VILLAGE 2022 EVENT
F,(Sa�) I �
THIS SPONSORSHIP AGREEMENT is made and entered into this day of
December, 2022 by and between Supreme Fitness Group, LLC., a New York company dba
Planet Fitness ("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 Winter Village Event ("Event") in Santa Ana beginning
December 8, 2022 and ending January 8, 2023 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
party'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 RESPONSIBLITIES
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. Sponsorship of the "Festival of Lights" nightly 10-minute holiday light show kicking
off at 6 p.m. and continuing every thirty minutes until 10 p.m.;
1. 10 yard signs in planters surrounding the light show listing Sponsor with
its logo;
b. Two (2) ice -rink dasher boards with company logo placement;
c. Logo placement on the www.santa-ana.org/winter-village event website;
d. l Ox10 foot booth space during the Grand Opening and Tree Lighting event on
Saturday, December 10;
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e. Additional day of focus on January 1 having a "New Year, New You" theme with
Sponsor featured as sponsor of the day; and
f. Sponsor's name and logo added to the "Merry KISSmas" social media contest
advertisements and signage.
2. SPONSOR RESPONSIBILITIES
a. As further detailed in Exhibit A, attached, in exchange for the benefits specified in
Section 1, Sponsor shall provide the following:
(1) Donation of a grand prize for the "Meng KISSmas" contest with a value of at
least $600;
(2) Donation of a second prize for the "Merry KIS Smas" contest with a value of
at least $50; and
(3) Donation of a third prize for the "Merry KISSmas" contest with a value of at
least $50.
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
For its participation as a Sponsor for the Event, Sponsor shall pay to the City a
sponsorship fee of Two Thousand Dollars and Zero Cents ($2,000.00). The sponsorship fee
shall be paid, in full, by Sponsor to City by December 16, 2022.
4. EXCLUSIVITY OF SPONSORSHIP
This sponsorship is non-exclusive. The City may enter into other sponsorship
agreements for this Event.
3. TERM
This Agreement shall commence on the date stated above and continue through January
8, 2023, 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.
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. Minimum Scope and Limit of Insurance:
1. Commercial General Liability Insurance. Insurance Services Office Form CG
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. 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.
3. 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
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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 10 11 85 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).
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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 01
04 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.
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.
5. 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:
i. The retroactive date must be shown, and must be before the date of the
contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the contract of work.
iii. 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.
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Verification of Coverage. Contractor shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
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
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.
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
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
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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 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 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 this sponsorship agreement. Should this
sponsorship create a conflict of interest for the City, the sponsorship agreement shall be deemed
null and void.
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.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-75)
P.O. Box 1988
Santa Ana, California 92702-1988
Fax: 714-571-4221
To Sponsor: Supreme Fitness Group, LLC., dba Planet Fitness
Attn: Rachael Kolby, Marketing Manager
320 Yonkers Ave.
Yonkers, NY 10701
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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. 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 under 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 responsible for 100% of the sponsorship obligations.
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13. 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 recruitment, selection, 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.
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. PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS
PROHBITED
Sponsor must not confer a personal benefit, directly or indirectly, to any individual City
officer or employee.
17. NO ENDORSEMENT
Sponsorship shall not be deemed to constitute an endorsement by City of Sponsor, its
services, products, officials, board members, or owners.
18. LIMITATIONS
a. Editorial Control: City retains the right to exercise full editorial control over the
placement, content, appearance, wording, and design of sponsorship materials and messages.
b. 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.
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C. 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.
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 filly, 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:
CITY OF SANTA ANA
.. ran
-= =
Kristine Ridge
pJ Clerk of the Council City Manager
(signatures continued on next page]
485200
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
randon Salvatierra
Deputy City Attorney
Recreation and Community Services Agency
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10
SPONSOR:
Rachael Kolby (Dec 7, 2022 :25 EST)
Rachael Kolby, Marketing Manager
Supreme Fitness Group, LLC.,
dba Planet Fitness
S
November 18, 2022
CITY OF SANTA ANA
Parks, Recreation, & Community Services Agency
To: Supreme Fitness Group, LLC d.b.a. Planet Fitness
Re: Santa Ana Winter Village Sponsorships
The City of Santa Ana will host its month -long holiday event, Santa Ana Winter Village,
this year from Dec. 8 through Jan. 8. This second annual event will bring holiday joy and
festive fun to the Orange County Civic Center's Plaza of the Flags with an outdoor ice-
skating rink, live entertainment, shopping, food trucks and much more. In an effort to
bring the highest caliber of event to Santa Ana residents, we are seeking outside
sponsorships and partners to help ensure the success of the event.
The Santa Ana Winter Village holds the potential for various sponsorship opportunities.
Ideally, we hope to see the Supreme Fitness Group in a headline sponsorship level. The
City is requesting $2,000 for the below components:
• Ownership of the "Festival of Lights" nightly 10-minute holiday light show kicking
off at 6 p.m. and continuing every thirty minutes until 10 p.m.
o 10 yard signs in planters surrounding the light show listing your company
with its logo as the sponsor.
• 2 ice -rink dasher boards with company logo placement.
• Logo placement on the www.santa-ana.org/winter-village event website.
• 10x10 foot booth space during the Grand Opening and Tree Lighting event on
Saturday, Dec. 10.
• Additional day of focus on Jan. 1 having a "New Year, New You" theme with your
company as the featured sponsor of the day.
Additionally, the City is excited to partner with you on the "Merry KISSmas" social media
contest throughout the month -long event. We look forward to adding your name/ logo
onto the social media contest advertisements and signage, along with asking participants
to tag your Instagram account. In exchange, the 3 participant pairs with the most likes
will receive a collection of prizes donated by the contest sponsors. The grand prize
donation must be a value of at least $600, and the second and third prize donations must
be a value of at least $50.
We appreciate your consideration, and hope to work with you on this special event.
Promoting health and wellness across our City is of utmost importance, and we believe
this event can be the start of building the foundation to a great working relationship in the
future. We look forward to hearing your response.
Thank you,
Cori Lantz
Community Engagement Supervisor
Parks, Recreation & Community Services Agency
THE CITY OF SANTA ANA
20 Civic Center Plaza • 2nd Floor - Santa Ana, CA 92701
(714) 571-4200 • Web Site: www.Santa-ana.org/departments/parks-recreation
Sponsorship Agreement —Supreme Fitness
dba Planet Fitness - Winter Village
2022_FINAL_12.1.22 (002)
Final Audit Report 2022-12-07
Created:
2022-12-02
By:
Emerson Frankston (EFrankston@santa-ana.org)
Status:
Signed
Transaction ID:
CBJCHBCAABAAkVDz DxRdDnR51X4Gcc3Y6p4to4SeyL8
"Sponsorship Agreement_ Supreme Fitness dba Planet Fitness -
Winter Village 2022_FINAL_12.1.22 (002)rr History
Document created by Emerson Frankston (EFrankston@santa-ana.org)
2022-12-02 - 4:13:13 PM GMT
c> Document emailed to rkolby@supremeftgrp.com for signature
2022-12-02 - 4:13:44 PM GMT
Email viewed by rkolby@supremefitgrp.com
2022-12-07 - 11:25:02 PM GMT
dp Signer rkolby@supremefitgrp.com entered name at signing as Rachael Kolby
2022-12-07 - 11:25:54 PM GMT
6a Document e-signed by Rachael Kolby (rkolby@supremeftgrp.com)
Signature Date: 2022-12-07 - 11:25:56 PM GMT - Time Source: server
0 Agreement completed.
2022-12-07 - 11:25:56 PM GMT
Q Adobe Acrobat Sign