Riverside Co/Date Festival 15
PARTICIPATING SPONSORSHIP AGREEMENT BETWEEN
THE RIVERSIDE COUNTY FAIR AND NATIONAL DATE FESTIVAL AND
CITY OF LA QUINTA
THIS PARTICIPATING SPONSORSHIP AGREEMENT (hereinafter this "Agreement")
is entered into this 23 day of September, 2014 by and between the County of
Riverside (hereinafter "County") on behalf of itself, the Riverside County Fair and National Date
Festival (hereinafter the "Fair") and City of La Quinta (hereinafter "Sponsor").
WITNESSETH
WHEREAS, the County, through its Economic Development Agency (hereinafter
"EDA") annually produces the Fair each February, beginning the Friday prior to Presidents' Day
and concluding on the Sunday following said national holiday (hereinafter the "Fair Run"); and,
WHEREAS, funding to support the Fair is substantially augmented through a sponsorship
program, which is administered by EDA; and,
WHEREAS, Sponsor wishes to participate in the sponsorship program as Participating
Sponsor of the 2015 Fair; and,
WHEREAS, in return for being a Participating Sponsor, Sponsor will receive certain
advertising, promotional and event attendance consideration through the Fair.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
SECTION 1. Sponsorship. This is a (1) one-year, twenty-five hundred dollar ($2,500),
sponsorship agreement. Sponsor does hereby agree to deliver twenty-five hundred dollars
($2,500).
SECTION 2. Payment. The payment of the Sponsorship Fee is to be made by Sponsor
on or before January 1, 2015. In return, County agrees to provide Sponsor those benefits
specified in Section 4, below, prior to and during the Fair Run.
SECTION 3. Term. The term (hereinafter the "Term") of this Agreement shall
commence on the date this Agreement is executed by both parties and shall end at the conclusion
of the Fair Run in calendar year 2015.
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SECTION 4. Benefits to Be Provided to Sponsor. The following Participating
Sponsorship benefits are to be provided to Sponsor by the Fair prior to and during the Fair Run
in 2015 and will be in addition to those benefits provided in Section 5:
a) Name Identification.
(i) Sponsor's name and sponsorship will be announced on the public
address system at least two (2) times a day.
b) Advertising.
(i) Listed in the "thank you" ad post -Fair (full circulation The Desert Sun
& The Press -Enterprise)
c) Event Tickets.
(i) Sponsor will receive fifty (50) single -day admission tickets for the Fair.
Additional credential admission rickets may be purchased.
(ii) Sponsor will receive two (2) unlimited park entrance lanyards.
d) Parking. Sponsor will receive one (1) Preferred hanging parking passes, two
(2) credential hanging parking passes and four (4) vendor/exhibitor parking passes
for the Fair Run.
f) VIP Seating. Sponsor will receive special invitations to VIP festivities.
SECTION 5. Approval of Sponsor's Banners and Other Promotional Materials.
Prior to the final production of the banners or flags produced by Sponsor and displayed on the
Fairground pursuant to Section 4, above, Sponsor is to provide a copy to County for written
approval. If County fails to object to the banner or flag within five (5) business days after
presentation of the copy by faxing such objection to Sponsor, County shall be deemed to have
approved said banner or flag.
Should Sponsor elect to use the name or logo of the County or the Fair, or the fact of its
Participating Sponsorship of the Fair 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
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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 logo(s), name(s) and trademark(s). with usage guidelines to County for use in Fair
promotional materials outlined in Section 4 of this Agreement and any other promotional
materials agreed upon by Fair and Sponsor.
SECTION 7. Exclusive Rights of County.
a) County has exclusive rights in the ownership and use of any County or Fair
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 Fair's logo and
insignia. Sponsor shall receive written approval from County prior to use of the
Fair's logo and/or insignia, and such approval shall be not be unreasonably
withheld by County.
SECTION 8. Ownership by Sponsor of Its Materials. Sponsor shall own all rights,
title and interest in and to all work, product and services created by Sponsor in connection with
its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its
obligations hereunder, County shall not have any right, title or interest in any copyright,
trademark or any other rights in any such work, product and services produced or performed by
Sponsor under this Agreement.
SECTION 9. Care of Sponsor's Property. County assumes no liability for materials
brought on the Fairgrounds by Sponsor and used by Sponsor or its employees at its one (1)
exhibition booth or in other promotional activities that it may engage in on the Fairgrounds..
SECTION 10. Termination.
This Agreement may be terminated:
(i) By either County or Sponsor if the other party breaches any of the
material terms of this Agreement, which default is not cured within thirty
(30) days following written notice of such default of the defaulting party.
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If the default is not cured within the thirty (30) day period, the non -
defaulting party may terminate this Agreement by giving notice of its
decision to do so.
(ii) In the event that either party becomes insolvent, makes an assignment
for the benefit of ,creditors, becomes the subject of any bankruptcy,
reorganization or arrangement proceeding or defaults in any obligation,
which default would foreclose such party from exercising its right or
prevent it from paying its obligations hereunder, then such action shall be
a default hereunder and this Agreement may be terminated by written
notice to the defaulting party.
(iii) By either County or Sponsor for its convenience upon thirty (30) days
written notice to the other party. In the event Sponsor terminates this
agreement under this Section 13.(a)(iii), Sponsor shall not be entitled to
any reimbursement of funds either expended by Sponsor pursuant to this
Agreement or paid to County pursuant to Section 2, above.
b) Notices shall be sent via U.S. Postal Service registered mail return receipt
request to the individual identified in Section 20, below.
c) In the event County fails, prior to or during a Fair Run for which the
Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined in
Section 4, above, for any reason other than as a result of. 1) breach of Sponsor, 2)
County terminates Sponsor in accordance with Section 13.(a)(iii), above, or 3)
acts of God, fires, accidents or other occurrences beyond the reasonable control of
County (whether like or unlike any of these enumerated herein) preclude all or a
portion of a Fair Run, 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 Fair Runs that are to occur within the Term of this Agreement and for
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which the Sponsorship Fee has not been paid.
d) Should Sponsor exercise its right pursuant to Section 13.a)(iii) and Sponsor
has, pursuant to Section 6, above, given its approved logo(s), name(s) and
trademark(s) for 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 11. 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
(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, any 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 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
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agreement or instrument to which County is bound
(v) That County has obtained all permits or licenses necessary for it to
hold the Fair.
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 12. 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. Sponsor shall not be considered an
organizer or producer of the Fair.
SECTION 13. 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 any third party. Neither party may assign this Agreement without prior
written consent of the other party.
SECTION 14. Waiver. No waiver or relinquishment of 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 15. Severability. To the extent that any provision herein is held invalid, then
the provision shall be deemed deleted, and the remaining provisions shall remain in full force
and effect.
SECTION 16. 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 and that the courts of
the State of California shall have jurisdiction over any and all claims, controversies, disputes and
disagreements arising out of this Agreement or breach thereof.
SECTION 17. Sponsor Names, Contact Names, Addresses. The following is the name
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Sponsor wishes the County to use in all promotional activities in which Sponsor is to be
included: "City of La Quinta." The individuals and addresses listed below is where all
correspondence between Sponsor and County shall be sent unless otherwise requested:
SPONSOR: Tustin Larson
City of La Quinta
P.O. Box 1504
La Quinta, CA 92247
Phone: (760) 777-7085 Fax: (760) 777-7101
COUNTY: Stacey Chester, Sponsorship Coordinator
Riverside County Economic Development Agency
P'.O. Box 1180
Riverside, CA 92502
Phone: (951)529-4638 Fax: (951) 845-2628
SECTION 18. Responsibilities and Benefits. County and Sponsor hereby agree to all
responsibilities and benefits as stated above and will promote each other to the best of their
ability, and within the guidelines of this Agreement for and during each Fair Run.
SECTION 19. Execution in Counterparts. This Agreement may be executed in several
counterparts. Each shall be regarded as an original, and all of which shall constitute but one and
the same document.
SECTION 20. Captions. The captions or headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions of
this Agreement.
SECTION 21. Representation by Counsel. Each party hereto has had the opportunity
to seek the advice of counsel of its choosing concerning this Agreement. This Agreement is to
be deemed as to have been jointly prepared by all of the parties hereto, and any uncertainty or
ambiguity existing herein shall not be interpreted against any party on the ground that it was the
I drafter.
SECTION 22. 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,
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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 fust above written.
COUNTY OF RIVERSIDE
By:
Tim Miller, Assistant Director/EDA
SAFahlDate FestivalTaa 20151SponsomhipsWgreements\city of laquima-l5.doc
CITY OF LA QUINTA
ATTEST.:
Susan Maysels, City lerk
APPROVED AS TO FORM:
SIGNED IN COUNTERPART
William H. lhrke, City Attorney
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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 RIVERSIDH',J.1"
By:
Tim Miller, Assistant Director/EDA
S:1FavlDate rmtinhrair 2015\Spon nhipMgrce nts\city oflaqubft-15.doe
CITY OF, LA QUINTA`:
SIGNED IN COUNTERPART
By:
Frank J. Spevacek, City Manager
ATTEST:
SIGNED IN COUNTERPART
Susan Maysels, City Clerk
APPROVED ASS TO/FORM:
..
William H. 1hrke, City Attorney.
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