HomeMy WebLinkAboutANAHEIM DUCKS HOCKEY CLUB, LLCCity of Santa - is
Clerk of the Council
AGREEMENT TERMINATION FORM
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c:z j \ j)X CLERK OF THE COUNCIL
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Please complete this form in its entirety when the attached agreement and all
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Note: If your agreement is grant related, please ensure that all grant retention requirements
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INSURANCE ON FILE
WORK MAY PROCEED N-2023-002
UNTIL INSURANCE EXPIRES
I • E•2O2_4
CLERK OF COUNCIL
DATE:
JAN 0 51011 SPONSORSHIP AGREEMENT WITH ANAHEIM DUCKS HOCKEY CLUB,
LLC., FOR CITY OF SANTA ANA'S WINTER VILLAGE 2022 EVENT
(AV)
THIS SPONSORSHIP AGREEMENT is made and entered into this day of
(dot i •�F.) December, 2022 by and between Anaheim Ducks Hockey Club, LLC, a California limited
liability 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 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 RESPONSIBILITIES
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 to
Sponsor:
a. Ownership of the "Anaheim Ducks VIP Tents" for use at the Event during the Term;
City to provide three (3) 1 Ox10 foot easy -ups for Sponsor to decorate
and brand by December 7;
b. Two (2) ice -rink dasher boards with Sponsor logo placement (logo to be provided by
Sponsor);
c. Logo placement on the www.santa-ana.org/winter-village event website (logo to be provided
by Sponsor);
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d. 1 W O foot booth space during the Grand Opening and Tree Lighting event on
Saturday, December 10;
e. Additional opportunities to be mutually agreed upon by Sponsor and City, and the opportunity
for the Anaheim Ducks Street Team to be on site at the Event; and
f. Sponsor's name and logo added to the "Merry KISSmas" social media contest
advertisements and signage (logo to be provided by Sponsor).
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 City's "Merry KISSmas" contest with a
value of at least $600;
(2) Donation of a second prize for the City's "Merry KISSmas" contest with a
value of at least $50; and
(3) Donation of a third prize for the City's "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 Sponsor descriptions (collectively, "Sponsor Marks") as prepared and delivered to
City by Sponsor in any medium of advertising, marketing materials, and/or promotional goods
distributed solely in conjunction with the Event and in accordance with Sponsor's usage
guidelines. The manner of display of Sponsor Marks must be specifically approved in writing
and in advance by an authorized representative of Sponsor.
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.
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.
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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, ajoint 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.
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:
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.
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.
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 Sponsor
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 Sponsor'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. 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: V lI,
unless otherwise acceptable to the City.
3. Verification of Coverage. Sponsor shall furnish the City with original Certificates
of Insurance including all required amendatory endorsements (or copies of the
applicable policy language effecting coverage required by 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.
4. Subcontractors. Sponsor 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.
During the Term of this Agreement, the City 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:
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.
b. Other Insurance Provisions
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Additional Insured Status. Sponsor, 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 Sponsor
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 Sponsor'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).
2. 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 Sponsor.
3. Verification of Coverage. The City shall furnish Sponsor with original
4
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage required by this clause)
and a copy of the Declarations and Endorsement Page of the CGL policy listing all
policy endorsements to Sponsor before work begins. However, failure to obtain
the required documents prior to the work beginning shall not waive the City's
obligation to provide them.
4. Subcontractors. The City shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Contractor shall ensure
that Sponsor is an additional insured on insurance required from subcontractors.
6. INDEMNIFICATION
a. To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold
harmless City, its officers, agents and employees (collectively, the "City 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 Sponsor's falsity or
breach of any representation or warranty or breach of any covenant or agreement made or to
be performed by Sponsor pursuant to this Agreement or Sponsor's 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 City 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.
b. To the fullest extent permitted by law, the City shall indemnify, defend and hold
harmless Sponsor, its officers, agents and employees (collectively, the "Sponsor 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 the City's falsity or
breach of any representation or warranty or breach of any covenant or agreement made or to
be performed by the City pursuant to this Agreement or the City's negligent and/or willful
acts, errors and/or omissions of the City, 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 the City to indemnify the Sponsor indemnified
parties from any claim arising from the sole negligence or willful misconduct of the Sponsor
indemnified parties. This indemnity shall apply to all claims and liability regardless of
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To Sponsor: Anaheim Ducks Hockey Club, LLC
Attn: Trenten Nielsen, Director Marketing and Brand Management
2695 E. Katella Ave.
Anaheim, CA 92806
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 asset 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.
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 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
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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.
13. NONDISCRIMINATION
Neither party shall 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. Each party 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. INTENTIONALLY DELETED
16. PERSONAL BENEFIT TO CITY OFFICERS AND EMPLOYEES IS
PROHIBITED
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.
C. Content: Sponsorship signage, materials, advertising, handouts, etc., provided by
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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 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 fast above written.
ATTEST:
CITY OF SANTA ANA
n.o.
w
< Kristine Ridge c
Clerk of the Council City Manager
[signatures continued on nextpage/
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APPROVED AS TO FORM:
SONIA R. CARVALHO SPONSOR:
City Attorney
By:-Mra
n..
Deputy City Attorney
Recreation and Community Services Agency
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10
Trenten Nielsen, Director
Marketing & Brand Management
Anaheim Ducks Hockey Club, LLC
EXHIBIT A
Santa Ana
Pd%& "d R,ccrea&.
November 21, 2022
CITY OF SANTA ANA
Parks, Recreation, & Community Services Agency
To: Anaheim Ducks
Re: Santa Ana Winter Village 2022 Sponsorship
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, sponsorships and partners have
been secured to help ensure the success of the event.
The Anaheim Ducks will be featured as a headline sponsor for the Santa Ana Winter
Village 2022. The City and the Anaheim Ducks have agreed to the below components:
• Ownership of the "Anaheim Ducks VIP Tents" for duration of event.
o City to provide 3- 10x10 foot easy -ups for the Anaheim Ducks to decorate
and brand by Dec. 7.
• 2 ice -rink dasher boards with logo placement.
• Logo placement on the www.santa-ana.org/winter-village event website.
• 10x10 foot booth and entertainment space during the Grand Opening and Tree
Lighting event on Saturday, Dec. 10.
• Additional opportunities for mascot and Street Team to be on site.
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 @AnaheimDucks 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.
Providing safe spaces and exciting recreational events in the City of Santa Ana is of
utmost importance to our Agency, and we believe this event can be the start of building
the foundation to a great working relationship in the future. We appreciate your
consideration, and look forward to working with you on this special event.
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
Frankston, Emerson
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Wednesday, January 4, 2023 10:48 AM
To: Frankston, Emerson
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Anaheim Ducks Hockey Club LLC
Name:
Project 2022 WV (25)
Number:
Project Sponsorship Agreement With Anaheim Ducks Hockey Club, LLC., For
Name: City Of Santa Ana's Winter Village 2022 Event
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME
NUMBER DATE
GENERAL LIABILITY
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
1/4/2023 1:48 PM
HDOG72957246 01/01/2024 12/27/2022
SCFC7031177A 01/01/2024 12/27/2022
23 24 LIAC WC
COI Ducks City
of Santa Ana.pdf
23 24 LIAC WC
COI Ducks City
of Santa Ana.pdf