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LQ Art Association / Sponsorship 17
CITY OF LA QUINTA SPONSORSHIP AGREEMENT This Event Sponsorship Agreement ("Agreement") made this 15 day of September, 2017 between the City of La Quinta, a municipal corporation under the laws of the State of California ("City"), AND La Quinto Art Association, a non-profit 501(c)3 organization under the laws of the State of California -("SPONSOR"). NOW THEREFORE, in consideration of the terms and conditions set out herein, the parties agree as follows: I. PURPOSE SPONSOR and CITY agree that the purpose of this Agreement is to secure marketing and use of the City's logo for the SPONSOR for the following ("Events"): Fall for Art event on Saturday, November 4 2017. These Events and dates represent the commitment from the SPONSOR for providing a free community event to be held at La 0 uinta Park located north of Hi g hway 111 in La Quinta. II. SPONSOR DUTIES A. Sponsor Fee. SPONSOR agrees to use of the City's logo on marketing materials that have been approved by the City's marketing supervisor. III CITY DUTIES A. Maximum Benefit. City will provide sponsorship acknowledgments, benefits, and recognition as described herein and will work with SPONSOR to assure maximum benefit of sponsorship is achieved at Events. B. Sponsor Logo and/or Name Recognition. City will include the SPONSOR'S logo and/or name in Event promotional media, where possible as follows: 1) La Quinta GEM 2) Social Media (Facebook, Instagram, Twitter, Next Door) 3) City website calendar 4) Total value for these marketing pieces are $1,250 rw IV. GENERAL TERMS A. No Partnership Created. Nothing in this Agreement shall be construed to place the parties in the relationship of partners, joint ventures, or agents, and SPONSOR shall have no power to obligate or bind CITY in any manner whatsoever. B. Use of Parties' Names. Except as otherwise provided herein, neither party may use the other party's name and other indicia without prior express written approval of the other party which may require the payment of a royalty rights fee. Each party agrees that it shall neither state nor imply, either directly or indirectly, other than pursuant to exercise of this Agreement, that it is supported, endorsed, or sponsored by the other party and, upon the direction of the other party, shall issue express disclaimers to that effect. SPONSOR represents and warrants that it owns any and all license, trademark, copyright, and/or certain proprietary information protectable by law in the logos, names, and other indicia associated with SPONSOR that is the subject of this Agreement. SPONSOR further represents and warrants it has the legal right to enter into this Agreement and to permit the City, and any of City's contractors, subcontractors, agents, and assigns, the use of any logos, names, and other indicia associated with SPONSOR or otherwise provided by SPONSOR under this Agreement, C. Royalties. Neither party shall demand and/or pay and/or have any obligation to pay royalties or similar fees to the other party or third party for the use of any logos, names, and other indicia associated with SPONSOR or otherwise provided by SPONSOR under this Agreement. D. Sales. Nothing in this Agreement grants any right to SPONSOR to engage in sales, to solicit sales, to display its products, services, or the products or services of others at the Event, or activities unless specifically provided by this Agreement. E. Severability. If any portion of this Agreement is declared invalid or unenforceable for any reason, that portion is deemed severable from the remainder of this Agreement which shall be deemed and remain fully valid and enforceable. F. Assignment. This Agreement and any rights herein contained granted are personal to the parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto. This Agreement shall not be assignable by either party without the prior written consent of the other party and shall not be assigned, sublicensed, or encumbered without the non -assigning party's written consent, which shall not be unreasonably withheld. G. Entire Agreement. This Agreement constitutes the entire Agreement and understanding of the parties hereto and cancels, terminates, and supersedes any prior Agreement or understanding relating to the subject matter hereof between the parties relating to promises, agreements, warranties, covenants, or undertaking other than those contained herein. VFA4.� �=_ H. Modification. None of the provisions of this Agreement may be waived or modified except expressly in writing signed by both parties. However, failure of either party to require the performance of any term in this Agreement or the waiver by either party of any breach thereof shall not prevent subsequent enforcement of such term nor be deemed a waiver of any subsequent breach. I. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California and shall not be binding with the CITY until signed on its behalf by an authorized representative of the same. J. Force Majeure. The time period specified for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of SPONSOR including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if SPONSOR shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay and extension of the time period for performance is possible without rendering the purpose of the Agreement moot. City shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in its judgment such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time periods for performance of services, which are determined by City to be justified pursuant to this Section, shall not entitle SPONSOR to additional compensation unless City expressly agrees to an increase in writing. K. Insurance. SPONSOR shall take out and maintain, during the performance of all work under this Agreement: A. Commercial General Liability Insurance in the amounts $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury, and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001); B. Automobile Liability insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as Insurance Services Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto); C. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per accident or disease. SPONSOR shall also submit to City a waiver of subrogation endorsement in favor of City. Insurance carriers shall be authorized by the Department of Insurance, State of California, to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A;" "Class VII" according to the latest Best Key Rating unless otherwise approved by the City. The insurance requirements in the paragraph above may be waived by City, in its sole and absolute discretion and only after consultation with City's risk manager and insurance provider(s). No waiver shall be of any force and effect unless in writing and signed by the City Manager or authorized designee. The City, when determining whether to waive the insurance requirements above, may take into consideration overall contractual amount, scope of SPONSOR"s work under this Agreement, and related matters subject to this Agreement that affect or limit potential liability of SPONSOR. Nothing in this paragraph does or shall be deemed to absolve SPONSOR from any and all indemnification obligations set forth in this Agreement. L. Indemnification. SPONSOR shall indemnify and hold harmless City, its Council, members of the Council, agents, and employees of City, against any and all claims, liabilities, expenses, or damages, including responsible attorneys' fees, for injury or death of any person, damage to property, interference with use of property, unauthorized use or promotion of any trademark, copyright, or any other proprietary information protectable by law in the logos, names, and other indicia associated with SPONSOR that is the subject of this Agreement, or any claim of the SPONSOR or subcontractor for wages or benefits which arise in connection with the performance of this Agreement, except to the extent caused or resulting from the active negligence or willful misconduct of the City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to City and City's attorneys' fees incurred in such an action. The indemnity provided under this Agreement shall survive the completion of any event subject to this Agreement and/or any expiration or early termination of this Agreement. M. Waiver of Jury By Trial. To the fullest extent permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury, and covenants and agrees that it will not request a trial by jury, with respect to any legal proceeding arising out of or relating to this Agreement. N. Term. The term of this Agreement shall be from September 15, 2017 to November zi, 2017, unless earlier terminated. This Agreement may not extend beyond a period of five (5) years, unless under the City's Fiscal Policies and Procedures this Agreement is exempt from the five (5) year limitation. O. Termination. City may, without cause, terminate this Agreement with 30 days' prior written notice sent to SPONSOR at: 52545 Eisenhower Dr., La Quinta, CA 92253. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF L INTA By: ft ina alderon, Community Resources Analyst Required for over $5,000: By: E-PART ENT DIRLC OR/MANAGER Chris Escobedo, Community Resources Director ATTEST: SPONSOR t�BRvi L Name ?ee SL) G �j 1 Title Digitally signed y Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@la- quinta.org, c=US Date: 2017.09.25 17:17:51-07'00' SUSAN MAYSELS, City Clerk APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney A'coRn� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 09/08/2017 THIS CERTIFICATE IS ISSUED AS A MATTER 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 A CONTRACT BETWEEN THE ISSUING INSURER(S), 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 1 1st C NAMEommuni Insurance Services NAM£: 1st Community Insurance Services PHONEFAX Ex! (AFC. No): PO Box 2408 ADDRESS: service@cisps.com INSURERMI AFFORDING COVERAGE NAIC N Palm Springs CA 92263 INSURER A: Non Profits Insurance Alliance of California NIAC INSURED INSURER B La Quinta Art Association INSURER C : 52545 Eisenhower Dr INSURER D : INSURER E : La Quinta CA 92253 INSURER F GUVhRAGE5 CERTIFICATE NUMBER: 2011-2018 Liability AFVISInN NI IMRFR• 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 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. IIVJRAVUL LTR TYPE OF INSURANCE INSD nuum WVD POLICY NUMBER ^ MM�wr YY EXP POLICY YIDD/YY (MM/DD/VYY) LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE /� OCCUR EACH OCCURRENCE $ 1,000,000 DAMAGE 10 KEN 1-.D PREMISES Ea occurrence $ 500,000 MED EXP (Any one person) $ 20,000 BADVINJURY $ 1,000,000 A Y 2017-52898 09/06/2017 09/06/2018 GGEEN'L AGGREGATE LIMIT APPLIES PER: /V POLICY ❑ JET ❑ LOC -PERSONAL GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMPIOP AGG $ 2,000,000 Liquor Liability $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) $ HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY PROPERTY Per accident)AG $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DIED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? NIA PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below - 1 Ir- I I DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) Certificate holder is named as additional insured if indicated by "Y" above. Additional insured status applies only to the extent that the work is performed under or subject to a written agreement or contract. The policy provisions govern in all situations. L.ANI.tLLA 1 IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of La Quinta ACCORDANCE WITH THE POLICY PROVISIONS. 78-495 Calle Tampico AUTHORIZED REPRESENTATIVE //JJ La Quinta CA 92253 1 WIC 4. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 2017-52898 COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) I Location(s) Of Covered Operations Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy, The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. All insured premises and operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: . 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf: in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law, and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed, or CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 Policy no.: 2017-52898 SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent pos- sible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names -and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the in- sured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insur- ance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal represen- tative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Cover- ages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obliga- tions are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method de- scribed in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether pri- mary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "prop- erty damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional in- sured by attachment of an endorsement. CG 00 01 07 98 Copyright, Insurance Services Office, Inc., 1997 Page 9 of 13 11 ta aw�W - GEN1 ,,,'Gh, DESEM - M E M 0 R A N D U M TO: Chris Escobedo, Community Resources Director FROM: Christina Calderon, Community Resources Analyst DATE: September 18, 2017 RECEIVED SEP 2 5 2017 9yr- CITY OF LA QUINTA CITY CLERK DEPARTMENT RE: SPONSORSHIP AGREEMENT WITH LA QUINTA ART ASSOCIATION Attached for your signature is the sponsorship agreement with La Quinta Art Association (LQAA) to secure marketing and use of the City's logo for the Fall for Art event on Saturday, November 4, 2017. Please sign the attached agreement(s) and return to the City Clerk for processing and distribution. Requesting department shall check and attach the items below as appropriate: N/A Contract payments will be charged to account number: N/A Amount of Agreement, Amendment, Change Order, etc.: $ N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authoritv to execute is a reemerr is based upon: N/A Approved by the City Council on N/A Director's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $5,001 to $50,000 during the initial term N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached -to the agreement: �1 _X_ Insurance certificates as required by the agreement (approved by Risk Manager on date) N/A Performance bonds as required by the agreement (originals) JZA City of La Quinta Business License number N/A Purchase Order number