HomeMy WebLinkAboutA8390 - DESERT REGIONAL MEDICAL CENTER, INC. SPONSORSHIP AGREEMENT
For valuable consideration, CITY OF PALM SPRINGS, (hereinafter' "Vendor") and DESERT REGIONAL
MEDICAL CENTER,INC. (hereinafter"Sponsor")herein agree as follows:
In consideration of supporting the programs and services for the City of Palm Springs Veteran's Day
Parade and the Festival of Light's Parade, the City of Palm Springs will publicly recognize and provide
to Sponsor items as identified in attached Exhibit A.
1. The Agreement shall be effective at the execution of this agreement and be in effect for one(1)year.
2. Sponsor shall pay Vendor a one(1)year total of Three Thousand Five Hundred dollars and 00/100
($3,500),payable on a one time basis upon the full execution of this agreement.
3. Any changes, additions, or subtractions from this contract ;shall not be made without the written
consent of both parties. Vendor and Sponsor shall comply with all laws, ordinances,rules, orders,
and regulations of federal,state and municipal governments,and of any and all of their departments,
divisions,bureaus,agencies and subdivisions applicable thereto.
4. Termination for Breach. Either party may terminate this Agreement upon breach by the other party
of any material provision of this Agreement, provided such breach continues for fifteen(15) days
after receipt by the breaching party of written notice of such breach from the non-breaching party.
5. Sponsor acknowledges that the names, logos, service marks, trademarks, trade dress,trade names
and patents, whether or not registered, now or hereafter owned by or licensed to Vendor or its
affiliated and parent companies or assigns(collectively"Marks")are proprietary Marks of Vendor,
and Sponsor is granted the limited,non-exclusive,right to use Vendor marks and logos("Marks"),
on a royalty-free basis, in promotion, advertising and website identification for the limited purpose
of leveraging its sponsorship position. Nonetheless, Sponsor agrees not to use the Marks for this
limited purpose without obtaining the express written approval of Vendor for each such permitted
use. Sponsor shall provide Vendor,as a part of the request,the mockups/preliminary layouts of the
proposed use, if applicable. Likewise, Vendor will have the limited non-exclusive right to use
Sponsor's trademarks and logos on a royalty-free basis, in promotions, advertising and website
identification as specified herein, The parties recognize the great value of the goodwill associated
with each party's intellectual property. Each party recognizes that the other party has an interest in
maintaining and protecting the image and reputation of its respective intellectual property,and that
the other party's intellectual property must be used in a manner consistent with the standards
established by that party. The parties recognize and agree that Sponsor's use of Vendor's marks and
Vendor's use of Sponsor's marks will inure to the benefit of the owner of the marks. Upon
termination of this Agreement, Sponsor shall(a)immediately and permanently discontinue the use
and display of any of the Marks and make or cause to be made such changes as Vendor shall
reasonably direct; and(b) immediately remove and deliver to Vendor all goods bearing any Marks.
However, the parties acknowledge and agree that Sponsor may have other rights and obligations
related to Marks under other agreements between Sponsor and Vendor.
6. Both parties will indemnify,protect,defend and hold harmless the other party,its parent,subsidiary
and affiliated corporations and their respective directors, officers, employees and agents, from and
against any and all claims, liabilities, losses, damages, injuries, demands, actions,causes of action,
suits,proceedings,judgment and expenses, including without limitation,reasonable attolney's fees
court costs and other legal expenses,including those incurred at the trial and appellate levels and in
any bankruptcy, reorganization, insolvency or other similar proceedings, arising from or in
connection with(i)any claim for libel,slander,invasion of privacy,improper trade practices,illegal
Sponsor SA(VENDOR)DATE DRAFT
CAM 02/12/16 TSB reviewed
eCATS#xxxx-0
competition, or infringement of copyright or trademark,resulting from the other party's authorized
use and/or display of either party's Marks as contemplated hereby; (ii)any alleged or actual breach
by either party of any provision hereof or the inaccuracy of any warranty or representation made by
either party herein and(iii)its advertising and promotion of the marketing support programs.
7. Vendor shall maintain comprehensive general liability insurance, through a reputable carrier, for
Vendor, its employees and agents, with minimum limits of liability of$1,000,000 per occurrence
and$3,000,000 in the aggregate for Coverage A:Bodily Injury&Property Damage Liability, and
Coverage B: Personal and Advertising Injury Liability.
8. This agreement does not create any agency,employment,joint employer;joint venture or partnership
between Sponsor and Vendor. Neither party will have the right, power or authority to act for the
other in any-manner whatsoever.
9. If either.party is unable; by force majeure, to perform its obligations under this Agreement, if is
agreed that performance of such obligations by such party, so far as they are affected by force
maj eure,shall be excused from the inception of any such cash inability.The term"force maj eure,"as
used in this Agreement, shall mean any act, event,cause or occurrence rendering a party unable,to
perform its obligations,which act is not within the reasonable.control of such party.In no event shall
either party be liable to the other for incidental,consequential or any other damages resulting from
an act of force maj eure.
10. If any-provision in this Agreement is adjudicated void or illegal, all other provisions shall continue
in full force and effect and remain binding upon the parties.
11. The non-defaulting party may terminate this Agreement if the other party shall default in the
performance of any material obligation under this Agreement and such default shall not have been
cured within thirty days written notice of such default.
12. Both parties and any other person signing on behalf of both parties, including their agents,
employees, and servants, herby agree to not directly or indirectly, disclose to any third party the
terms of this Agreement,except as may be required by law.Notwithstanding the forgoing, the terms
of this Agreement may be disclosed by either party,upon written notice to the other,or a purchaser
or bono fide potential purchaser of either party.
13. Vendor represents that it read,understands, and shall abide by Tenet's Standards of Conduct. The
parties to this Agreement shall comply with Tenet's Compliance Program and Tenet's policies and
procedures related to the Deficit Reduction Act of 2005,Anti=Kickback Statute and the Stark Law.
Tenet's Standards of Conduct, summary of Compliance Program, and policies and procedures,
including a summary of the Federal False Claims Act and applicable state false claims laws
(collectively "False Claims Laws") with descriptions of penalties and whistleblower protections
pertaining to such laws, are available at: http://www.t6neihealth.com/about/ethics-compliance.
Vendor shall require any employees providing services to Hospital to read the Standards of Conduct
and information concerning Tenet's Compliance Program and abide by same.Further,the parties to
this Agreement certify that they shall not violate the Anti-Kickback Statute and Stark Law,and shall
abide by the Deficit Reduction Act of 2005, as applicable, in providing services to Hospital.
Hardcopies of any information shall be made available upon request.:Vendor and any employees,if
applicable,shall complete any training required under Tenet's Compliance Program.
14. Vendor shall screen all of its current and prospective.owners, legal entities, officers,
directors, employees, contractors, and agents ("Screened Persons") against (a) the United States
Department of Health and Human Services/Office of Inspector General List of Excluded
Individuals/Entities(available through-the Internet at http:H".w.exclusion.oig:hhs.aov),and(b)the
General Services Administration's List of Parties Excluded from Federal Programs (available
through the Internet at http://www.sam.gov) (collectively,the"Exclusion Lists")to ensure that none
Sponsor SA(VENDOR)DATE DRAFT
CAM 02/12/16 TSB reviewed
eCATS#xxxx-0
I
of the Screened Persons are currently excluded, debarred, suspended, or otherwise ineligible to
participate in Federal healthcare programs or in Federal procurement or non procurement programs,
or have been convicted of a criminal offense that falls within the ambit of 42 U.S.C. § 1320a-7(a),but
have not yet been excluded, debarred, suspended, or otherwise declared ineligible (each, an
"Ineligible Person").If,at any time during the term of this Agreement any Screened Person becomes
an Ineligible Person or proposed to be an Ineligible Person,Vendor shall immediately notify Sponsor
of the same. Screened Persons shall not include any.employee, contractor or agent who is not
providing services under this Agreement.
IN WITNES WHEREOF, the parties have executed this Agreement by their respective authorized
representatives upon execution of this agreement by both.parties("Effective Date").
DESERT REGIONAL MEDICAL CENTER,INC. CITY OF PALM SPRINGS
)WNWR
By:michele Finney( d 1,2019) By:
Name:Michele Finney Name:David Ready
Title: President and CEO Title: City Manager
Date:Oct 1,2019 Date:
Address: 1150 N.Indian Canyon Drive Address: 3200 WTahquitz Canyon Way
Palm Springs,CA 92262 Palm Springs, CA 92262
APPROVED AS TO FORM
giYA
IZ �19
Arsqo
Sponsor SA(VENDOR)DATE DRAFT
CAM 02/12/16 TSB reviewed
eCATS#xxxx-D
Exhibit A
Community of Lights Community Sponsor $2,500 sponsorship fee
• Business logo placed on the Festival of Lights web page with URL link
• Sponsor signage at the parade
• 2 tickets to the VIP Pre-Parade Party
• 2 reserved seats of the Parade Review Stand
Veterans Day Parade BRONZE SPONSORS $1,000 sponsorship fee
• Your logo will be re-produced and placed at the Bronze Level on the sponsor listings on
the event website and on all signage at the event
• 2 guests will be invited to join us at the VIP Reception and will be provided reserved
seating on the Review Stand
• 1 parking pass will be available for you and your guests
Sponsor SA(VENDOR)DATE DRAFT
CAM 02/12/16 TSB reviewed
eCATS#xxxx-0