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HomeMy WebLinkAboutMARINE CORPS COMMUNITY SERVICES (3)INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: MC Cos MARINE CORPS s RVIC S N-2024-091 4200 MCCS SP23-0484 1. Parties in Agreement. This Agreement is between Marine Corps Community Services, Marine Corps Base Camp Pendleton, hereinafter called "MCCS" and City of Santa Ana, 60 Civic Center Drive Santa Ana, CA 92701, hereinafter referred to as "SPONSOR." 2. Event or Program to be Sponsored. SPONSOR agrees to sponsor the following MCCS events, programs, or advertisements, "Various Marketing Opportunities" (hereinafter referred to as the "Event") that will be held at MCB Camp Pendleton in accordance with details provided in Paragraph 3, below. 3. Scope of the Agreement. a. Signed agreement shall be returned by 16 February 2024. b. Sponsor agrees to provide the following in exchange for recognition and event specific promotional opportunities: (1) Cash in the amount of Two Thousand Dollars ($2,000.00), on or before February 16, 2024 for the following opportunities: -One Thousand Seven Hundred Fifty Dollars ($1,750.00) for the 2024 MCCS Mini Career Expo; -Two Hundred Fifty Dollars ($250.00) for the 2024 MCCS Spring Career Exploration and Hiring Event on March 21, 2024; (2) Sponsor to provide their own table, chairs, and table cloth at Friday Mini Fairs and; (3) For this agreement and for this agreement only, Sponsor acknowledges Section 8 Indemnity will be modified as follows: SPONSOR agrees to indemnify, defend, and hold harmless MCCS, the U.S. Government, the U.S. Marine Corps, and their officers and employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings, and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of any or all aspects of this Agreement resulting from the gross negligence or willful conduct of Sponsor's guests, employees, agents, contractors while at the Event. Third parties will look solely to SPONSOR for payment and satisfaction of an obligation or claim arising from this Agreement, or breach of any warranty or representations made by it, or any act or Docmnent created ou: 30 Jan 2024 12:23 PM PST FU 4200 SP23-0484' .. Paget .. omission by SPONSOR its employees, partners, contractors, guests, agents white 'in attendance at this Event. The U.S. Government, the U.S. Marine Corps, nor MCCS do not assume any liability for third persons, nor will the U.S. Government, the U.S. Marine Corps, or MCCS reimburse SPONSOR for its liability to thirds person with respect to loss due to death, bodily injury, or damage to property resulting in any way from performance under this Agreement. The liability of the U.S. Government, the U.S. Marine Corps, and MCCS for the negligent acts of their agents or employees shall be determined by the Federal Torts Claim Act (August 2, 1946, ch.646, Title IV, 60 Stat. 812, 28 U.S.C. Part VI, Chapter 171 and 28 U.S.C. § 1346, (FTCA)). TERMINATION OF THIS AGREEMENT shall not affect the continuing obligations of each of the parties under this paragraph and; (4) Advertisements must contain the disclaimer, "No Department of Defense, U.S. Marine Corps or Marine Corps Community Services endorsement implied." c. MCCS agrees to provide the following recognition and promotional opportunities: (1) 2024 MCCS Mini Career Expo. MCCS shall provide: (a)Opportunity for loft x loft outdoor display space with branded pop-up tent, tablecloth, staff in branded uniforms and branded tabletop displays. Must provide own table, pop-up tent, chairs and self set-up; (b)Dates in 2024 are as follows: FEB — 16; MAR-1, 8, 15, 22, 29; APR — 5, 12, 19, 26; MAY — 3, 10, 17, 24; (c)Branded vehicles may park in close proximity to Event in designated parking spaces; (d)Set-up is on the grassy area outside of Leatherneck Lanes -Transition Readiness Facility Bldg. 1339 and to commences NO earlier than 10:45 am and; (e)For this agreement and for this agreement only, MCCS acknowledges Section 8 Indemnity will be modified as follows: SPONSOR agrees to indemnify, defend, and hold harmless MCCS, the U.S. Government, the U.S. Marine Corps, and their officers and employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings, and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of any or all aspects of this Agreement resulting from the gross negligence or willful conduct of Sponsor's guests, employees, agents, contractors while at the Event. Third parties will look solely to SPONSOR for payment and satisfaction of an obligation or claim arising from this Agreement, or breach of any warranty or representations made by it, or any act or omission by SPONSOR its employees, partners, contractors, guests, agents while in attendance at this Event. The U.S. Government, the U.S. Marine Corps, nor MCCS do not assume any liability for Document created ow 30 Jan 2024 12:23 PM PST FU 4200 SP23-0484 Page 3 third persons, nor will the U.S. Government, the U.S. Marine Corps, or MCCS reimburse SPONSOR for its liability to thirds person with respect to loss due to death, bodily injury, or damage to property resulting in any way from performance under this Agreement. The liability of the U.S. Government, the U.S. Marine Corps, and MCCS for the negligent acts of their agents or employees shall be determined by the Federal Torts Claim Act (August 2, 1946, ch.646, Title IV, 60 Stat. 812, 28 U.S.C. Part VI, Chapter 171 and 28 U.S.C. § 1346, (FTCA)). TERMINATION OF THIS AGREEMENT shall not affect the continuing obligations of each of the parties under this paragraph and; (f) All logistics, base access, driving directions and coordination of Event will be coordinated by Bruce Carroll, TRS Employment Specialist. (2) 2024 MCCS Spring Career Exploration and Hiring Event. MCCS shall provide: (a)Company name and click -through link included on MCCS event page, as available; (b)Opportunity for a 6 ft. table and 2 chairs at Event; (c)Opportunity to hand out marketing materials at Event and; (d)Base access, Agenda set-up information and driving directions to Event facility to be coordinated by Bruce Carroll, TRS Employment Specialist. 4. Payment Terms. SPONSOR agrees to provide the total fee of $2,000.00 to MCCS, in accordance with the indicated dates, via the MCCS online payment portal in the form of either an e-check or a credit card payment, as follows: a. Log in to meesep.com; b. At the homepage footer, select "Payments to MCCS"; c. Select the GREEN "Sponsorship/Advertising" button; d. Input your USERID "Santa Ana PD" and PW (already provided); e. Follow the prompts. 5. Schedule of Payments. Payments to be made as follows: a. Cash in the amount of Two Thousand Dollars ($2,000.00), as outlined in section 3.b., on or before February 16, 2024. 6. Authority and Legal Status. MCCS Morale, Welfare and Recreation (MWR) activities are an integral part of the Department of Defense (DoD), and are Non -appropriated Fund Instrumentalities of the United States Government. DoD Instruction 1015.10 and Marine Corps Order P1700.27B authorize MCCS to engage in commercial sponsorship. Commercial sponsorship is the act of providing assistance, funding, goods, equipment (including fixed assets), or services to MCCS MWR Document created on: 301an 2024 12 23 PM PST PU 4200 SP23-0454 Page 4 programs and events by an individual, agency, association, company or corporation, or other entity for a specific period of time in return for public recognition or advertising promotions. Governing law under this Agreement is that of the United States Government. 7. Insurance. SPONSOR warrants that it carries a minimum general liability, product liability and automobile liability insurance coverage in the amount of $1 million per occurrence and $2 million aggregate. SPONSOR agrees to provide MCCS with a certificate of insurance describing the required coverage and naming the United States Government, the United States Marine Corps, Quantico Marine Corps Base, MCCS and Commandant of the Marine Corps (NAF Business and Support Services Division (MR)) as additional insureds upon request. 8. Indemnity. SPONSOR agrees to indemnify, defend, and hold harmless MCCS, the U.S. Government, the U.S. Marine Corps, and their officers and employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings, and costs and expenses, including reasonable attorneys' fees and costs of suit, arising out of any or all aspects of this Agreement and Event. Third parties will look solely to SPONSOR for payment and satisfaction of an obligation or claim arising from this event, or breach of any warranty or representations made by it, or any act or omission by it in the performance of the Event outlined in this Agreement. TERMINATION OF THIS AGREEMENT shall not affect the continuing obligations of each of the parties under this paragraph. 9. Cost of Sponsorship. SPONSOR agrees that no amount of its cost of sponsoring the Event described in this Agreement will be charged to any entity or subdivision of the Federal Government under any circumstances. By entering into this Agreement, SPONSOR understands that there is no implication or promise on the part of MCCS or the United States Marine Corps to obligate or award appropriated funds for future business with SPONSOR. 10. Disclaimer. The United States Marine Corps and the Federal Government, including MCCS, are prohibited from officially endorsing or favoring sponsors. The parties agree that MCCS is required to disclaim official endorsement in any public recognition or media associated with a sponsored event. 11. Trademarks. a. SPONSOR's trademarks, label designs, product identifications, artwork, and other symbols and devices associated with SPONSOR's products or services are and shall remain SPONSOR's property. SPONSOR hereby authorizes MCCS to use SPONSOR's trademarks in promotions during the term of this agreement. The right to use SPONSOR's trademark is non-exclusive, non -assignable and non -transferable. All uses by MCCS of SPONSOR's trademarks shall inure solely to the benefit of the SPONSOR. b. This Agreement does not authorize SPONSOR to make use of any Marine Corps trademarks, including but not limited to those connected to MCCS programs. SPONSOR may make Document created on: 30 .Ian 2024 12:23 PM PST FU 4200 SP23-0484 Page ; factual statements in reference to the sponsored Events. Example: On SPONSOR's media, SPONSOR could state, `A proud Sponsor of Camp Pendleton MCCS Various Marketing Opportunities', however SPONSOR may not display any Marine Corps or MCCS logo, emblem, seal, trademark, or other protected mark. Marine Corps and MCCS trademarks are regulated by the U.S. Marine Corps Trademark Licensing Program. Information on this program, including FAQs, guidance on obtaining a license, and contact information for the Marine Corps Trademark and Licensing Office is available at www.marines.mil/trademark. 12. On Site Code of Conduct. a. The above referenced Event is to be held on a federal installation. Sponsors, and all persons acting on behalf of sponsor, to include but not limited to, sponsor's employees, agents, subcontractors, volunteers, and others in performance of the sponsor's obligation under this agreement shall abide by all DoD, DoN, USMC Orders and regulations, to include dress codes, alcohol and tobacco use. The consumption of alcohol is prohibited while on duty and outside of designated areas when in an off duty status. Alcohol consumption is for persons over the age of 21 years. Possession of any substance deemed illegal by the Federal Government, to include medical or recreational marijuana, is strictly prohibited. Violation of DoD, DoN and USMC Orders and regulations may result in fines, arrest or removal from the installation, none of which will divest Sponsor's obligations under this agreement. The use of tobacco products, to include smokeless products and electronic cigarettes, outside of designated smoking areas is strictly prohibited. Orders and regulations are available on-line. Copies of civilian dress code standards are available upon request. b. Pursuant to MCIWEST MCB CAMPENO 5760.1 and MCO P1700.27B, this agreement is only for the Event(s) identified above. The parties agree that the Sponsor will not sponsor any other Event(s) on this installation not listed above without executing a modification or new agreement. On the occasion Sponsor provides sponsorship at another Event(s), without expressed written approval in accordance with applicable Orders and policies, MCCS may immediately terminate the Agreement by written notice. 13. Independent Contractor. SPONSOR agrees to perform this Agreement as an independent contractor. This Agreement shall not be construed as creating an agency, partnership, joint venture or employment relationship between the parties. 14. Non -Exclusivity. This Agreement does not confer to SPONSOR an exclusive right to promote its products in the MCCS Commercial Sponsorship Program. MCCS reserves the right to accept sponsorships from entities competitive to SPONSOR. 15. Assignment. This Agreement is not assignable in whole or in part by any party hereto in the absence of prior written consent by the other party. Document created on: 30 .Ian 2024 12:23 PM PST FU 4200 SP23-0484 Page 6 16. Termination. Either party may immediately terminate the Agreement as follows: a. Upon a material breach of Agreement terms; b. If the Event must be cancelled due to circumstances beyond reasonable control of either party such as an act of God, weather delays, Government restrictions and mission requirements, or unforeseen commercial delays. If the event is cancelled in whole or in part due to such reasons, MCCS may either refund sponsorship fees and in -kind items provided or reschedule the Event and provide all of the advertising and sponsorship rights set forth in this Agreement at no additional charge to SPONSOR. c. Upon seven (7) days written notice to the other party for any reason. If MCCS terminates this agreement by written notice, it shall be without penalty. Should SPONSOR terminate this Agreement by written notice, SPONSOR agrees to compensate MCCS for reasonable costs incurred. 17. Disputes. This Agreement is not subject to the Contracts Dispute Act of 1978, 41 U.S.C, Chapter 71. All disputes arising under or relating to this Agreement shall be resolved under this clause. All disputes relating to this agreement will be decided by the MCCS Contracting Officer, who will issue a written Final Decision and mail or otherwise furnish a copy thereof to SPONSOR. The Contracting Officer's decision will be final and conclusive unless within 90 (ninety) days from the date of SPONSOR's receipt of the Contracting Officer's Final Decision, SPONSOR snails or otherwise furnishes the Contracting Officer a written appeal (two copies) addressed to the Director, MCCS, (installation). The decision of the Director is final and conclusive and not subject to further appeal. The terms outlined above regarding the City of Santa Ana sponsorship of the "Various Marketing Opportunities" meet with my approval. or The Sponsor: See attached signature page cceptance Date rinted Name Designated MCCS Appointee: Acceptance Date Printed Name Document created ou: 30 Jau 2024 1223 PM PST FU N-2024-091 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: owl •� ��i APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: TA RA BOGOSIAN Senior Assistant City Attorney CITYOFSANTA ANA IWP A�- THOMAS R. HATCH Interim City Manager RECOMMENDED FOR APPROVAL: IL- ROBERT RODRIGUEZ Acting Chief of Police