Loading...
HomeMy WebLinkAboutT-MOBILE U.S.A., INC. (3) - 2017City of Santa Ana Clerk of the Council �w AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Note; If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. 0 a1 Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with CaTC Office Use only r� `Z'1 Z3 No.-N-2017-159 was completed on and finaE payment has been made. 'List all amendments. Use space below if needed.) Department: PRCSA Phone/Ext.:t� Signature: Date:� l G lam. Revised: 1 b-18-16 DopuSign Envelope to: 0798CO3B-DB90-4ECE E9404-BODBEA499D72 N-2017-159 INSURANCE ON FILE WORK IAt1N PROCEED, UNTIL INSURANCE EXPIRES 5 / / SPONSORSHIP AGREEMENT WITH T-MOBILE U.S.A„ INC. CLER COUNCIL FOR FIESTAS PATRIAS SANTA ANA 2017 p 14 2011 �✓l✓h T141S SPONSORSHIP AGREEMENT is made and entered into this 3Ie day of R July 2017, by and between "f-MOBILE U.&A., Iuc. ("Sponsor"), and the City of ® Santa Ana, a charter city and municipal corporation organized attd existing under the 7 V Constitution and laws of the State of California ("City"). a 10 > RECITALS A. The City is producing its annual Fiestas Patrias Event in downtown Santa Ana oil September 16-17, 2017 ("Event") and deshes to retain sponsors for the Event. B. Sponsor represents that it is able and willing to provide sponsorship for the Event. C. In undertaking the performance of this Agreement, Sponsor represents that it is knowledgeable in its field and that any activities conducted by Sponsor under this Agreement will be performed In compliance with such standard s 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 BENEFITS lit exchange for the situ specified In Section 2 below, Sponsor shall be entitled to the benefits at the Event as described on Exhibit A. Sponsor grants to City die right to use Sponsor's trademark(s), trade natne(s), logo designs and company descriptions (the "Maras") 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 usageguidelinesifmny. All rights and benefits, includingwithout limitation, goodwill, resulting from use by City of the Sponisoes Marks shall inure solely to Sponsor. 2. SPONSORSHIP FEE For its participation as a Sponsor for the Event, Sponsor shall pay to the City a sponsorship fee of Eight Thousand Five Hundred Dollars ($8,500.00). The sponsorship fee and sponsor logo isdue and payableby Sponsor to City oil August 16, 2017, one month prior to Event. Failure to provide the sponsor logo or to pay the fee by the date specified will be grounds for the City to termiaate the Agreement. 3, 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. Page 1 01'7 DocuSign Envelope ID; D79BC03B.D690.4ECE-9404-BODBEA499D72 4, INDEPENDENT CONTRACTOR Sponsor shall, during the entire terns of this Agreement, be. construed to be all independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create all 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 responsibleforall applicable withholding taxes. 5. INSURANCE During the term of this Agreement, Sponsor shall maintain and sliall require its subcontractors or agents, if any, to obtain and maintain insurance as described below: a, Commercial General Liability Insurance, Sponsor shalt 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 Spolnsor'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, ill the total amount of $1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shalt (a) include 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 hnsuranco 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: (f) Sponsor shall maintain all insurance required above in frill force and effect for the entire period covered by this Agrcennent, (ii) Certificates of insurance shall be furnished 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. Page 2 of 7 Doouftn Envelope ID: D79BC03B.DB90-4ECE-9404-BODBEA409D72 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, 6. INDEMNIFICATION To the fullest extent permitted by law, either party shall indemnify, defend and hold harmless the other party and its respective officers, agents and employees (collectively, the 'indemnified parties') from and against any and all third -party 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 to either party's negligence or willful misconduct at the Event (including the negligent and/or willful acts, errors and/or omissions of either party, including its respective 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). City further agrees to defend, indemnify, and hold the Sponsor indemnified parties harmless from and against any claims, arising out of, based upon, or in connection with, its operation of the Event in compliance with all applicable laws, rules, regulations, and ordinances and the safety and security of any visitors to the Event. 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 either party ("Receiving Party") receives from the other party ("Disclosing Party") Information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Receiving Party 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 party is coveted by this Agreement. The foregoing obligations of non-use and nondisclosure shalt riot apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Receiving Party disclosed in a publicly available source; (e) is in rightful possession of the Receiving Party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by tine Receiving Party without reference to information disclosed by the Disclosing Party, 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 mariner with performance of services specified corder this Agreement. Page 3 oF7 DocuSlgn Envelope ID: D79BC03B-DB90.4ECE•9404•BODBEA499D72 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) Santa Ana, California 92702 Pax: 714-571-422 1 And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Pax: 714-647-6515 To Sponsor: T-Mobile USA, Inc. 12920 SE 38t1r St. Bellevue, WA 98006 Attn: General Counsel 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 trail, cormmmication sliall 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 sliall 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 sliall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Page 4 of 7 Doeu&gn Envelope ID; D798CO3B-DB9D.4ECE•9404-BODBEA499D72 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 ally 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 ORTERMINATION 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 amount 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. 13, NON-DISCRIMINATION Sponsor shall not discriminate because of race, color, creed, relation, 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, termination or other employment related activities or any activities under this Agreement. 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, Page 5 of 7 DocuSign Envelope 117: D798CO3B-DB9o.4ECE-9404-BODBEA499D72 15, PROFESSIONAL LICENSES Sponsor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions applicable to Sponsor's participation in the Event 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, 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: CITY OF SANTA ANA �MARIA D. HUIZAR CYNTHIA KUR Clerk of the Council Interim City Manager APPROVED AS TO FORM: SONIA R. CARYALHO SPONSOR City Attorney T-MOBILE USA, INC. By: 1t ill k- �13 ti Laura A. Rossini (� la Vr UerOJ Senior Assistant City Attorney Name:______ Title: —LW QocuslB.- ey: BF146BB45A3E488,., Page 6 of 7 DoeuSipn Envelope ID: D79BC03B-DB90-4ECE-9404-BODBEA499D72 J XHIBIT A Fiestas PatrIas Festival -September 16-17,2017 Sp-P11sursbin Package (Custom) $8,500.00 20' x 30' event footprint for pop-up truck store • Logo on Festival promotional materials Logo inclusion on Stage Jumbotron Inclusion of logo on stage sponsor banner --- Exhibit A continued on next 2 pages --- Page 7 of 7 DocuSign Envelope ID: D798003B-DB90-4ECE-9404-BODBF-A499D72 Specifications • Overall Closed Dimensions: 24'Lx 8'W x 11'9"H • Overall Open Dimenstons:31'10-1/4"Lx 16'9-3/4"W x 13'8"H • Interior Closed Dimensions: 141 x 7'8-5/8"W x 8'4"H • Interior Open Dimensions: 14'Lx 12'5-3/4"W x 8'4"H • Clearance: 12'6" • GVWR:14,600 • GAWR: 6,630 Front 11,020 Rear • CDL: None • Vehicle Fuel Type & Capacity: gas, 30 gallons • Generator: 4kw Cummins Onan • Generator Fuel Type & Capacity: gas, pulls from moln tank • Approx. Generator Run Time on Full Tank: 22 hours • Shore Power: 30omp 125v • Tire Size: 225170R19.5, load range F/G, Rims 19.54 Vehicle 0962 Vint 54DC4WI BOGS808962 Year: 2016 Make: Isuzu Model:Ohassis Paint color: White Suitable for cut graphics: Yes Engineer drawing: Yes Graphics templates: Yes Features • (2) fold -out sides for backboard/billboard area • 11'6"Lx VW fold down stage Interior store display area • 7'8-5/8" x 37-3/8" office/storage area • (2) track lighting strips In Interior store space • (8) recessed LED lights on fold -up side • (2) interior fans over side entryway • Seouritycamera AARDVARK CERTIFICATE OF LIABILITY INSURANCE snrzol6 DATE(MMIY, 5/4/201717 THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE ACONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Lockton Companies Three CIryty Place Drive, Suite 900 StLOuftO63141-7081 (314)432-0500 CONTACT HONE FAX a/C No Ezl: (A/C, No: E-MAIL INSURER A XL Insurance America, Inc. 24554 INSURED T-Mobile US, Inc. - 1359691 12920 SE 38th Sheelbsidiaries and �lia es Bellevue WA98006 INSURERS : GreennovichlitsuranceComparry 22322 INSURER C : National Union Fire Ins Co Pitts. PA 19445 L VVCEJI 11VIU151 UCRIINUAIE NUMBER' 1467" 2 REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE NAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSft TYPE OF INSURANCE AOBL SUBR POLICYNUMBER POLICY EPF 5/1/2017 POLICY EXP 5/1/2018 LIMITS B y I COMMERCIAL GENERAL LIABILITY Y Y RGD5000259-06 EACH OCCURRENCE S 1,000,000 CLAIMS -MADE© OCCUR DAMAGE TO RENTED 1,000,000 $ 000 D EXP (Any onePerson) PERSONAL & ADNJURV 1,000.000 GEHL AGGREGATE LIMITAPPLIES PER PRO. GENERAL AGGREGATE is 2000000 PRODUCTS-COMP/OPAG L000000 POLICY❑ X� LOC 5 —EECT OTHER', B AUTOMOBILE LIABILITY Y Y RAD5000257-06 5/1/2017 5/1/2018 COMBINccdED SINGLE LIMIT rEaX $ 2.000.000 an BODILY INJURY (Per person) $ 1(XNC)M ANY AUTO BODILY INJURY (Per ecimm e XXX)CXXX OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY AST03 ONLY PROPERTY DAMAGE $ XXXXXXX $XXXXXXX I I C X UMBRELLA LIAB X OCCUR Y N 5/1/2017 5/1/2018 EACH OCCURRENCE $ 5000000 C G EXCESS LIAR CLAIMS -MAD �28189156 SIR applies per policy terms & conditions AGGREGATE $ 5,000,000 DED X RETENTION $25000 $XXXXXXX A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN N RWD5000301-05 ADS 5/1/2017 5/l/2018 X I sTTAN1E OTH- ANY PROPRIETORIPARTNER/EXECUTIVE OFFICERIMEM BER EXCLUDED, N/A RVVR5000302-05 W1 5/1/2e17 5/1/2018 EL EACH ACCIDENT s 1000000 (Mentleroryln NH) E1, DISEASE - EA EMPLOYEE 1000000 ET DISEASE -POLICY LIMIT 1,000,000 DESERIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Re an arks Schedule, may us attached If more space Is required) **SEE ATTACHED ENDORSEMENTS** THE CITY OF SANTA ANA, ITS OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVE ARE NAMED AS ADDITIONAL INSUREDS ON A PRIMARY AND NON-CONTRIBUTORY BASIS UNDER NE AL LIABILITY AND ARE ADDITIONAL INSUREDS UNDER AUTOMOBILE LIABILITY AS REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES UNDER GENERAL LIABILITY AND AUTOMOBILE LIABILITY AS REQUIRED BY WRITTEN CONTRACT. �\. SHOULD ANY OF THE ABOVE N THE EXPIRATION DATE HEREOF, NIOTICE WILL BEBED POLICIES TDEL�IVERED IN BEFORE ((..,�\i\(a ACCORDANCE WITH THE POLICY PROVISIONS, 14677732 -:% AUTHORIZED REPRESENTATIVE OTY OF SANTA ANA Q ATTN: SILVIA CUEVAS 20 CIVIC CENTER PLAZA M-23 SANTA ANA CA 92701 ACORD 25 (2016/03) I no AL.UKU name and logo are registered marks of ACORD ENDORSEMENT This endorsement, effective 12:01 a.m., May 1, 2017 forms a part of Policy No. RGD5000259-06 issued to T-MOBILE US, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WASHINGTON -CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(ies) according to the notification schedule shown below: Name of Person(s) or Entit (ies): Per the most current schedule Of Certificate Holders maintained by Lockton Companies and furnished to XL Insurance on a monthly basis Mailing Address: Number of Days Advanced Notice of Cancellation: In the event of cancellation for nonpayment of premium, ten (10) days notice will be given. All other terms and conditions of the Policy remain unchanged. IXI 405-WA 1210 Miscellaneous Attachment : M481510 Master ID: 1359691, Certificate ID: '14677732 A . Q�G 30 ENDORSEMENT This endorsement, effective 12:01 a.m., May 1, 2017 forms a part of Policy No. RAD5000257-06 issued to T-MOBILE US, INC. by Greenwich Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WASHINGTON - CANCELLATION NOTIFICATION TO OTHERS ENDORSEMENT In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity(s) according to the notification schedule shown below: Name of Person(s) or Entity(ies): Per the most current schedule Of Certificate Holders maintained by Lockton Companies and furnished to XL Insurance on a monthly basis Mailing Address: Number of Days Advanced Notice of Cancellation: In the event of cancellation for nonpayment of premium, ten (10) days notice will be given. All other terms and conditions of the Policy remain unchanged. IXI 405-WA 1210 Miscellaneous Attachment: M481533 Master ID: 1359691, Certificate ID: 14677732 0111