Riverside Co/Cochran Air Show 121
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LIGHTNING SPONSORSHIP AGREEMENT BETWEEN
THE RIVERSIDE COUNTY ECONOMIC DEVELOPMENT AGENCY AND
THE CITY OF LA QUINTA
THIS SPONSORSHIP AGREEMENT (hereinafter "Agreement") is entered into
this ?li-p day of C 1CU44A, , 2012, by and between the County of Riverside
(hereinafter "County") and the City of La Quinta (hereinafter "Sponsor").
WITNESSETH
WHEREAS, the County, through its Economic Development Agency (hereinafter
1 "EDA") will produce the Jacqueline Cochran Air Show November 3, 2012 (hereinafter
the "Air Show"); and
WHEREAS, funding to support the Air Show is substantially augmented through
a sponsorship program, which is administered by EDA; and
WHEREAS, Sponsor wishes to participate in the sponsorship program as
Sponsor of the 2012 Air Show.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
SECTION 1. Sponsorship. This is a one-year sponsorship agreement for cash
sponsorship in the amount of twenty-five hundred dollars ($2,500).
SECTION 2. Payment. The payment of the Sponsorship Fee is to be made by
Sponsor by September 1, 2012. County will provide a written notice to Sponsor for the
Sponsorship Fee. The Sponsorship Fee is to be paid in immediately available funds. In
return, County agrees to provide to Sponsor those benefits specked in Section 4,
below, prior to and during the Air Show.
SECTION 3. Term. The term (hereinafter the "Tenn") of this Agreement shall
commence on the date this Agreement is executed by both parties and shall end at the
conclusion of the Air Show.
SECTION 4. Benefits to Be Provided to Sponsor. The following Sponsorship
benefits, as available from date set forth on contract, are to be provided to Sponsor by
the Air Show prior to and during the Jacqueline Cochran Air Show and will be in addition
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to those benefits provided in Section 5:
• PA announcements (4)
• 1 0x1 0 booth
• Name listed on the poster
• Logo on chalet banner
• Name listed on newspaper ad
■ Name listed on program/flyer
■ VIP parking (2)
■ Name/Link on air show website
• Catered Chalet (8)
• Name listed on "thank you" ad
SECTION 5. Approval of Promotional Materials. Should Sponsor elect to use
the name or logo of the County or the Jacqueline Cochran Air Show, or the fact of its
Sponsorship of the Jacqueline Cochran Air Show in any of its promotional, publicity,
advertising or media related materials, prior to the final production of said materials,
Sponsor shall submit copies of said materials to the County for its written approval prior
to such use. If County fails to object to any proposed materials within five (5) business
days after their presentation by faxing such objection to Sponsor, County shall be
deemed to have approved such materials.
SECTION 6. Usage of Sponsor's Name or Trademarks. Sponsor will provide
approved sponsor logo(s) with usage guidelines to County for use in Air Show
promotional materials outlined in Section 4 of this Agreement and any other promotional
materials agreed upon by Air Show and Sponsor.
SECTION 7. Exclusive Rights of County.
a) County has exclusive rights in the ownership and use of any County or
Jacqueline Cochran logo, insignia, or other County property; and nothing
in this Agreement shall be construed to give Sponsor any ownership or
other property interest in any County property, including but not limited to
their respective logos and insignias.
b) County has the discretionary right to allow the use of the Jacqueline
Cochran logo and .insignia. Sponsor shall receive written approval from
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I County prior to use of the Jacqueline Cochran logo and/or insignia, and
2 such approval shall not be unreasonably withheld by County.
3 SECTION 8. Ownership by Sponsor of Its Materials. Sponsor shall own all
4 rights, title and interest in and to all work, product and services created by Sponsor in
5 connection with its sponsorship hereunder. Except as expressly provided herein for
6 purposes of carrying out its obligations hereunder, County shall not have any right, title
7 or interest in any copyright, trademark or any other rights. in any such work, product and
8 services produced or performed by Sponsor under this Agreement.
9 SECTION 9. Care of Sponsors Properiv. County assumes no liability for
10 materials brought to the Airport by Sponsor and used by Sponsor or its employees at its
11 exhibition booth or in other promotional activities that it may engage at the Jacqueline
12 Cochran Air Show.
13 SECTION 10. Indemnification.
14 a) Sponsor shall indemnify and hold harmless the County, its successors
15 and assigns and their Board of Supervisors, officers, director, employees,
16 agents, and representatives from any and all liabilities, costs, and
17 expenses, including without limitation reasonable attorney fees, which
18 may be incurred by any or all of them arising out of any claims or suits
19 which may be brought against them by reason of any injuries or damages
20 caused by or resulting from the activities of Sponsor pursuant to this
21 Agreement.
22 b) The County shall indemnify and hold harmless the Sponsor, its
23 successors and assigns and their officers, directors, employees, agents,
24 and representatives from any and all liabilities, costs, and expenses,
25 including without limitation reasonable attorney fees, which may be
26 incurred by any or all of them arising out of any claims or suits which may
27 be brought against them by reason of any injuries or damages caused by
28 or resulting from.the activities of County pursuant to this Agreement.
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Y SECTION 11. Termination.
2 a) This Agreement may be terminated:
3 i) By either County or Sponsor if the other party breaches any of the
4 material terms of this Agreement, which default is not cured within
5 thirty (30) days following written notice of such default of the
6 defaulting party. If the default is not cured within the thirty (30) day
7 period, the non -defaulting party may terminate this Agreement by
8 giving notice of its decision to do so. ii) In the event that either party
9 becomes insolvent, makes an assignment for the benefit of
10 creditors, becomes the subject of any bankruptcy, reorganization or
11 arrangement proceeding or defaults in any obligation, which default.
12 would foreclose such party from exercising its right or prevent it
13 from paying its obligations hereunder, then such action shall be a
14 default hereunder, and this Agreement may be terminated by
15 written notice to the defaulting party. iii) By either County or
16 Sponsor for its convenience upon thirty (30) days written notice to
17 the other party. In the event Sponsor terminates this Agreement
18 under this Section 12.a)(iii), Sponsor shall not be entitled to any
19 reimbursement of funds either expended by Sponsor pursuant to
20 this Agreement or paid to County pursuant to Section 2, above.
21 b) Notices shall be sent via U.S. Postal Service registered mail return
22 receipt request to the individual identified in Section 19, below.
23 c) In the event County fails, prior to or during an Air Show for which the
24 Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined
25 in Section 4, above, for any reason other than as a result of: 1) breach of
26 Sponsor, 2) County terminates Sponsor in accordance with Section 12.a)
27 (iii) above, or 3) acts of God, fires, accidents or other occurrences beyond
28 the reasonable control of County (whether like or unlike any of these
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enumerated herein), Sponsor, in addition to all other rights and remedies
available at law or in equity, shall be entitled to a refund commensurate to
the benefits' value. The benefits' value is to be mutually agreed upon by
Sponsor and County. This additional remedy will not be available to
Sponsor with regard to prospective Air Shows that are to occur within the
term of this Agreement and for which the Sponsorship Fee has not been
paid.
Should Sponsor exercise its right pursuant to Section 12.a) (iii) and Sponsor has,
pursuant to Section 6, above, given its approval allowing final production of any
promotional, publicity, advertising or media related materials, and said material has
been produced, County, in addition to all other rights and remedies available at law or in
equity, shall be entitled to reimbursement from Sponsor for the cost of reproducing said
material and removing all reference to Sponsor from said material.
SECTION 12. Representative. Warranties and Disclaimer.
a) Sponsor represents and warrants to County:
(i) that Sponsor has the full power to enter into this Agreement; (ii)
that all corporate actions and approvals have been taken which are
necessary to make this Agreement a binding and enforceable
obligation of Sponsor; (iii) that the individual signing this Agreement
is authorized to execute this Agreement on behalf of Sponsor, and
(iv) that Sponsor's execution delivery and performance of this
Agreement is not in conflict with, and will not cause an event of
default under, an agreement or instrument to which Sponsor is
bound.
b) County hereby represents and warrants to sponsor:
(i) that County has the full power to enter into this Agreement; (ii) that
all corporate actions and approvals have been taken which are
necessary to make this Agreement a binding and enforceable
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obligation of County; (iii) that by entering into this Agreement, County
is not in default of any obligation to any third party; (iv) that County's
execution delivery and performance of this Agreement is not in
conflict with, and will not cause, an event of default under any
agreement or instrument to which County is bound; and, (v) that
County has obtained all permits or licenses necessary for it to hold
the Air Show.
c) Unless otherwise explicitly stated in this Agreement, County and
Sponsor disclaim all warranties, whether express or implied, written or
oral, with respect to any goods or services to be provided hereunder or
any component or part thereof, including any implied warranty of
merchantability or fitness for a particular use.
SECTION 13. No Partnership or Joint Venture. This Agreement does not
constitute and shall not be construed as constituting a partnership or joint venture
between the County and Sponsor. Each party is to remain an independent entity.
SECTION 14. Independent Capacity. Neither party shall have the right to
obligate the other in any. manner whatsoever, and nothing herein contained shall give or
is intended to give any right of any kind to a third party. Neither party may assign this
Agreement without prior written consent of the other party.
SECTION 15. Waiver. No waiver or relinquishment or any right, explicit or
implicit, created by this Agreement at any one time or times shall be deemed a waiver
or relinquishment of that right for all or any other times.
SECTION 16. Severability. To the extent that any provision herein is held
invalid, then the provision shall be deemed to be deleted, and the remaining provisions
shall remain in full force and effect.
SECTION 17. California Jurisdiction. This Agreement shall be construed under
the laws of the State of California. Each party hereto acknowledges that this Agreement
is entered into and is to be performed within the jurisdiction of the State of California
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I and that the courts of the State of California shall have jurisdiction over,any and all
2 claims, controversies, disputes and disagreements arising out of this Agreement or
3 breach thereof.
4 SECTION 18. Sponsor Name, Contact Names, Addresses. The following is the
5 name Sponsor wishes the County to use in all promotional activities in which Sponsor is
6 to be included: "City of La Quinta." The individuals and addresses listed below are
7. where all correspondence between Sponsor and County shall be sent unless otherwise
8 requested:
9 SPONSOR: Maria Casillas
City of La Quinta
10 P.O. Box 1504
1 I La Quinta, CA 92247
Phone: (760) 777-7086
12
COUNTY: Stacey Chester, Sponsorship Coordinator
13 Riverside County Economic Development Agency
14 P.O. Box 1180
Riverside, CA 92502
15 Phone:951.529.4638 Fax:961.845.2628
16 SECTION 19. Responsibilities and Benefits. County and Sponsor hereby agree
17 to all responsibilities and benefits as stated above and will promote each other to the
18 best of their ability and within the guidelines of this Agreement for and during each Air
19 Show.
20 SECTION 20. Execution in Counterparts. This Agreement may be executed in
21 several counterparts each of which shall be regarded as an original and all of which
22 shall constitute but one and the same document.
23 SECTION 21. Captions. The captions or headings in this Agreement are for
24 Convenience only and in no way define, limit or describe the scope or intent of any
25 provisions of this Agreement.
26 SECTION 22. Representation by Counsel. Each party hereto has had the
27 opportunity to seek the advice of counsel of its choosing concerning this Agreement.
28 This Agreement is to be deemed as to have jointly prepared by all of the parties hereto,
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and any uncertainty or ambiguity existing herein shell not be interpreted against any
party on the ground that it was the drafter.
SECTION 23. Entire. Aareement This Agreement sets forth the final and
complete understanding of the partlps:- It is understood and agreed that there are no
other representations With . respect to this Agreement and that this Agreement
supersedes all Prior discussions, a 1.grt ' and undertakings the subject
ee ,Men s a ftkings relating to t
matter hereof. It is further egnaed that the rights, interest, understandings, agreements
and obligations of the respective parties pertaining to the subject matter of this
Agreement may not be amended, modified or supplemented in any respect except by a
subsequent written Instrument evidencing the express. written consent of each of the
parties hereto and duly executed. by the parties.
IN WITNESS WHEREOF, County and Sponsor have executed this Agreement
as of the. date first above written.
COUNTY OF RIVERSIDE
CITY OF I-XCIVINTA
By: S1f3NED IN
City , ,
Sarah As
s s"t DlrectodEDA Frank J: Manager
ATTEST:
SIGNED IN COUNTERPART
Susan Maysels, City Clerk
City of La Quinta, California
P906 8 01`8
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and any uncertainty or ambiguity existing herein shall not be interpreted against any
party on the ground that it was the drafter.
SECTION 23. Entire Agreement. This Agreement sets forth the final and
complete understanding of the parties. It is understood and agreed that there are no
other representations with respect to this Agreement and that this Agreement
supersedes all prior discussions, agreements and undertakings relating to the subject
matter hereof. It is further agreed that the rights, interest, understandings, agreements
and obligations of the respective parties pertaining to the subject matter of this
Agreement may not be amended, modified or supplemented in any respect except by a
subsequent written instrument evidencing the express written consent of each of the
parties hereto and duly executed by the parties.
IN WITNESS WHEREOF, County and Sponsor have executed this Agreement
as of the date first above written.
COUNTY OF RIVERSIDE CITY OF LA QUINTA
By: �141_
Sarah'Mundy, Assis tbirector/EDA rank p cek, City Manager
ATT ST:
Susan Maysels, City Clerk
City of La Quints, California
APPROVED AS TO FORM:
SIGNED IN COUNTERPART
M..Katherine Jenson, City Attorney
City of La Quinta, California
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