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HomeMy WebLinkAbout25F - AGMT - SPONSORSHIP CINCO DE MAYOREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 19, 2016 TITLE: AGREEMENT WITH STRAUB DISTRIBUTING CO. FOR SPONSORSHIP OF THE CINCO DE MAYO EVENT {STRATEGIC PLAN NO. 5, 5C} — J CITY AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: As Recommended ❑ As Amended ❑ Ordinance on 1®` Reading ❑ Ordinance on 2nd Reading Implementing Resolutlon ® Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Straub Distributing Co. for sponsorship of the Cinco de Mayo Event in the amount of $20,000, for a term from April 19, 2016 through May 31, 2016, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Cinco de Mayo event has been a positive attraction for the downtown businesses and surrounding neighborhoods. This event attracts thousands of Santa Ana residents and visitors from all over Orange County. The purpose of the event is to celebrate Cinco de Mayo through a safe, family - friendly event that includes: live entertainment, food booths, informational /resource booths, merchandise /service booths; cultural exhibits and carnival rides /games over two days. The 17th Annual Cinco de Mayo Festival will take place on April 30 - May 1, 2016. In 2014, recognizing the great value of the event, the City of Santa Ana, Parks, Recreation, and Community Services Agency (PRCSA) recommended that the City host the Cinco de Mayo event and act as Event Manager. The PRCSA will continue the responsibilities of the Event Manager for 2016 and be responsible for providing all the necessary equipment, stages, electricity, carnival rides, vendor booths, and insurance for the event. City staff has been working to bring together all the elements necessary to operate a successful event. As part of managing the event, city staff is requesting to enter into agreement with Straub Distributing Co. to provide sponsorship for the event. As a sponsor Straub Distributing Co. will provide $20,000 to the City of Santa Ana, a beer garden, and grant rights to the City to use the sponsor's trademark(s) and logo(s). 25F -1 Agreements with Straub Distributing Co. April 19, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plaza, parks and other City - controlled open Space). FISCAL IMPACT Anticipated revenue has been included in the FY 2015 -2016 budget and will be deposited in the PRCSA -City Events (no. 01113002 - 53331) revenue account for FY 2015 -2016 in the amount of $20,000. Gerardo Mouet, Executive Director Parks, Recreation and Community Services Agency EXHIBIT: Agreement APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 25F -2 SPONSORSSHIP AGREEMENT WITH STRAUB DISTRIBUTING FOR CINCO DE MAYO FESTIVAL 2016 THIS SPONSORSHIP AGREEMENT is made and entered into this 191h day of April 2016 by and between Straub Distributing Co., an Anheuser -Busch Distributor ( "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 annual Cinco de Mayo Festival in downtown Santa Ana on April 30 and May 1, 2016 ( "Event ") and desires to retain sponsors for the Event. B. Sponsor represents that it is able and willing to provide sponsorship for the Event as fitrther described below. 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 for the Event a beer garden package that shall include the following: one beer trailer, three 20' x 20' tents, three tables for the serving area, one table for ID check, one portable bar, a beer garden entrance banner, and ten tear drop banner flags, to be set up with the approval of the Executive Director. 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. 2. SPONSORBFNEFITS In exchange for the sum specified in Section 3 below, Sponsor shall be entitled to the benefits at the Event as described on Exhibit A. 3. SPONSORSHIP FEE For its participation as a. Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of Twenty Thousand Dollars ($20,000). The sponsorship fee is payable by Sponsor to City upon execution of this Agreement and before Event. Sponsor shall not be entitled to the sponsorship benefits tinder this Agreement, or to otherwise participate in the Event, if the sponsorship fee is not received before the Event. 4. TERM This Agreement shall commence on the date stated above and continue through the last date of the Event, unless terminated as otherwise provided in this Agreement. 5. 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 25F -3 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. 6. 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. 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 $2,000,000 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 California state law, Sponsor, if Sponsor 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, 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 full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City. (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. 25F -4 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 terminate this Agreement. 7. 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 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. 8. 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 lake 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. 9. 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, 25F -5 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement sb,all 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) Santa Ana, California 92702 Fax: 714 -571 -4221 and City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 To Sponsor: Straub Distributing Co. 4633 La Palma Avenue Anaheim, CA 92807 Phone: 714 -743 -5274 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. 11. 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 25F -6 modified except by written instrument signed by the City and by an authorized representative of Sponsor. The parties agree that any terns 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. 12. 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 assigmnent, 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. 13. 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 and refund to the Sponsor its proportionate share of the balance of the aggregate sponsor fees received that remain after deducting expenses incurred by City and reasonable compensation to City. In no case shall the amoinit of the refund to the Sponsor exceed the amount of the fee paid. 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 fee, and City will retain the right to seek and retain an alternate sponsor in City's sole discretion. 14. NONDISCRIMINATION' 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 law, in the recruitment, selection, training, utilization, promotion, tennination or other employment related activities or in connection with any activities imder this Agreement. Sponsor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. 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. 16. 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 25F -7 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. POWER TO BIND 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. 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: SOMA R. CARVALHO City Attorney J ViN M . FUNK Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager SPONSOR STRAUB DISTRIBUTING CO. 25F -8 EXHIBIT A Cinco de Mayo Festival April 30 and May 1, 2016 Sponsorship by Straub Distributing • List of Gore Elements • Title Sponsor and company branding of Beer Garden • Sponsor name and logo integrated into event branding and promotional materials • Company logo displayed on main stage banners and jumbotron screen • Company sponsorship recognition in TV, Radio and Press promotions ■ Media partners include but are not limited to: Telemundo, Miniondas, El Aviso, Para Todos, Rumores and Stay Connected OC. • Two (2) Product promotion opportunities by company representatives from stage per day • Two (2) Public recognition of sponsorship by MC from stage per day • Company representatives to provide promotional materials to public at Beer Garden • VIP Hospitality for 10 company representatives per day • Partner with city selected non- profit organization to sell product at Beer Garden • Operator to staff a minimum of two serving stations at Beer Garden • Beer Garden to expand onto French St. to accommodate additional serving station Contact Person Jeannie Jurado Community Services Manager (714) 571 -4251 Auradg@§anta- ana.gg City of Santa Ana Parks, Recreation & Community Services Agency 7 25F -9 25F -10