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HomeMy WebLinkAboutDIRECTTV DEALER GLOBAL SATELLITE-2014INSURANCE NM ON FILE YNOMMAY!`„ ,:PROCEED / CLERK OF COUNCIL A- 2014 -104 DATE: ,54 21) it SPONSORSHIP AGREEMENT WITH DIRE, CTV DEALER GLOBAL SATELLITE THIS SPONSORSHIP AGREEMENT made and entered into this 15th day of April, 2014 by and between Global Satellite, a DirecTV dealer (hereinafter "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 (hereinafter "City "). RECITALS A. The City is directly producing many events throughout 2014, and desires to retain a sponsor for such events. B. Sponsor represents that it is able and willing to provide sponsorship for the events. C. In undertaking the performance of this Agreement, Sponsor represents that it is knowledgeable in its field and that any services performed 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 OBLIGATIONS Sponsor shall provide the satellite company sponsorship for the following City events: Cinco de Mayo event (1 booth), Din del Nino (1 shared booth), Fourth of July (1 shared booth at Centennial Park) and Fiestas Patrias (1 booth) (collectively "the Events "). No selling of DirecTV subscriptions will take place at the booths. The purpose of such booths is to inform the public attending the Events about DirecTV services. 2. SPONSORSHIP FEE For its participation as a Sponsor for the Events, Sponsor shall pay to the City a sponsorship fee of Nine Thousand Dollars ($4,000.00). The sponsorship fee is payable by Sponsor to City upon execution of this Agreement. 3. TERM This Agreement shall commence on the date stated above and continue through the last day of the Events, unless terminated as otherwise provided in this Agreement. The Term of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 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 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 Prior to undertaking 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 which 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, and in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and non - contributory 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 $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the 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 cotmnencing 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. 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 Rill 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 in form by the City Attorney, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. 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 effect 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 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 related (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship and/or materials) or Sponsor's presence or activities conducted performing the work (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. 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 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 patty 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 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: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Facsimile: 714 -647 -6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M -75) Santa Ana, California 92702 Facsimile: 714 - 571 -4221 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Facsimile: 714 - 647 -6515 To Sponsor: Global Satellite Attn: Luis Fernandez 24913 Magic Mountain Pkwy., #1027 Valencia, CA 91355 Phone: 888- 881 -8413/ FAX: 888- 881- 8416/Cell: 661- 233 -5654 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 sat forth above. If sent by facsimile, 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, 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 nor 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. TERMINATION Either party may terminate this Agreement with thirty (30) days written notice to the other party. In the event the City terminates this Agreement, City shall refund pro rata share of the Sponsorship Fee received from Sponsor based upon number of Events cancelled. If Sponsor terminates this Agreement, City shall be entitled to retain the total Sponsorship Fee paid by Sponsor and to seek another sponsor. 13. DISCRIMINATION Sponsor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable taw, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Sponsor 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 for the provision of the services 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. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herembelow 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. IN WITNESS WHEREOF, the parties hereto have executed this Sponsorship Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City ,4Attorney By: 41L.�,L Lisa Storck Assistant City Attorney CITY OF SANTA ANA A_ _ A _ DAVID CAVAZOS City Manager SPONSOR: Global Satellite Luis F nandez Title: 0 W v,_ '