HomeMy WebLinkAbout05539 - COUNTY OF RIVERSIDE COUNTY FAIR AND NATIONAL DATE FESTIVAL SPONSORSHIP AGR I
I PARTICIPATING SPONSORSHIP AGREEMENT BETWEEN
2 THE RIVERSIDE COUNTY FAIR AND NATIONAL DATE FESTIVAL AND
3 CITY OF PALM SPRINGS
4
5 THIS PARTICIPATING SPONSORSHIP AGREEMENT (hereinafter this "Agreement")
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6 is entered into this i�3 day of t 1'w L 1200 , by and between the County of
7 Riverside (hereinafter"County") on behalf of itself, the Riverside County Faiz and National Date
8 Festival (hereinafter the "Fair") and City of Palm Springs (hereinafter"Sponsor").
9 WITNESSETH
10 WHEREAS, the County, through its Economic Development Agency (hereinafter
11 "EDA") annually produces the Fair each February, beginning the Friday prior to Presidents' Day
12 and concluding on the Sunday following said national holiday (hereinafter the "Fair Run"); and,
13 WHEREAS, funding to support the Fair is substantially augmented through a sponsorship
14 program, which is administered by EDA; and,
15 WHEREAS, Sponsor wishes to participate in the sponsorship program as Participating
16 Sponsor of the 2009 Fair; and,
17 WHEREAS, in return for being an Participating Sponsor, Sponsor will receive certain
18 advertising, promotional and event attendance consideration through the Fair.
19 NOW, THEREFORE, the parties hereto do hereby agree as follows:
20 SECTION 1, Sponsorship. This is a (1) one-year, five thousand dollar (55,000),
21 sponsorship agreement. Sponsor does hereby agree to deliver five thousand dollars ($5,000).
22 SECTION 2. Payment. The payment of the Sponsorship Fee is to be made by Sponsor
23 on or before January 26, 2009. In return, County agrees to provide Sponsor those benefits
24 specified in Section 4, below, prior to and during the Faiz Run.
25 SECTION 3. Term. The tern (hereinafter the "Term") of this Agreement shall
26 commence on the date this Agreement is executed by both parties and shall end at the conclusion
27 of the Fair Run in calendar year 2009.
28 SECTION 4. Benefits to Be Provided to Sponsor. The following Participating
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I Sponsorship benefits are to be provided to Sponsor by the Fair prior to and during the Fair Run
2 in 2009 and will be in addition to those benefits provided in Section 5:
3 a)Name Identification.
4 (i) Sponsor's name and sponsorship will be announced on the public
5 address system at least twice(2) a day.
6 (ii) Sponsor's name shall be printed on both Fairgrounds entryway Kiosks.
7 b)Advertising.
8 (i) Sponsor will be included in one hundred and fifty thousand (150,000)
9 official programs that will be distributed in local newspaper circulation
10 and will be available at the gate.
11 (ii) Listed in the "thank you" ad post-Fair(frill circulation The Desert Sun
12 & The Press-Enterprise)
13 c) Exhibit Space. Sponsor will be provided one (1) exhibit booth space (10' x
14 10') during the Fair Run for the purposes of exposure, sampling, education and
15 product sales. The Sponsor and County shall mutually agree upon the booth
16 location. Sponsor shall ensure that its employees staff the booth during all open
17 hours of the Fair.
18 d)Event Tickets.
19 (i) Sponsor will receive fifty (50) single-day admission tickets for the Fair.
20 A portion of the tickets will need to be used to provide access to the
21 Fairgrounds far Sponsor's employees who will be manning an exhibit
22 booth (only if applicable)_ 77ae remainder of the tickets can be distributed
23 by Sponsor as they choose. Additional credential admission tickets may
24 be purchased_
25 (ii) Sponsor will receive two(2) unlimited park entrance lanyards.
26 e) Parking. Sponsor will receive two (2) Preferred hanging parking passes, four
27 (4) credential hanging parking passes and six (6) veador/exhibitor parking passes
28 for the Fair Run.
Page 2 of 11
I f) V P Seating. Sponsor will receive special invitations to VIP festivities.
2 SECTION 5. Approval of Sponsor's Banners and Other Promotional Materials.
3 Prior to the final production of the banners or flags produced by Sponsor and displayed on the
4 Fairground pursuant to Section 4, above, Sponsor is to provide a copy to County for written
5 approval. If County fails to object to the banner or flag within five (5) business days after
6 presentation of the copy by faxing such objection to Sponsor, County shall be deemed to have
7 approved said banner or flag.
8 Should Sponsor elect to use the name or logo of the County or the Fair, or the fact of its
9 Participating Sponsorship of the Fair in any of its promotional, publicity, advertising or media
10 related materials, prior to the final production of said materials, Sponsor shall submit copies of
I I said materials to the County for its written approval prior to such use. If County fails to object to
12 any proposed materials within five (5) business days after their presentation by faxing such
13) objection to Sponsor, County shall be deemed to have approved such materials.
14 SECTION 6. Usage of Sponsor's Name or Trademarks. Sponsor will provide
15 approved logo(s), name(s) and trademark(s) with usage guidelines to County for use in Fair
16 promotional materials outlined in Section 4 of this Agreement and any other promotional
17 materials agreed upon by Fair and Sponsor.
18 SECTION 7. Exclusive Rights of County.
19 a) County has exclusive rights in the ownership and use of any County or Fair
20 logo, insignia, or other County property and nothing in this Agreement shall be
21 construed to give Sponsor any ownership or other property interest in any County
22 property, including, but not limited to, their respective logos and insignias.
23 b) County has the discretionary right to allow the use of the Fair's logo and
24 insignia. Sponsor shall receive written approval from County prior to use of the
25 Fair's logo and/or insignia, and such approval shall be not be unreasonably
26 withheld by County.
27 SECTION S. Ownership by Sponsor of Its Materials. Sponsor shall own all rights,
28 title and interest in and to all work, product and services created by Sponsor in connection with
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I its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its
2 obligations hereunder, County shall not have any right, title or interest in any copyright,
3 trademark or any other rights in any such work, product and services produced or performed by
4 Sponsor under this Agreement-
s SECTION 9. Care of Sponsor's Property. County assumes no liability for materials
6 brought on the Fairgrounds by Sponsor and used by Sponsor or its employees at its one (1)
7 exhibition booth or in other promotional activities that it may engage in on the Fairgrounds.
S SECTION 10. insurance. Consistent with Section 11, Sponsor is to provide the
9 following:
10 a) Sponsor must, at its own expense, procure and inaintain in full force and effect
11 for each Fair Run occurring during the Term of this Agreement comprehensive
12 general liability insurance in an amount not less than one million dollars
13 ($1,000,000) combined single limits and Workers' Compensation insurance as
14 required by the State of California at statutory limits.
15 b) Upon written notice, Sponsor shall famish original certificates of insurance to
16 the individual at the address stated in Section 20, below, at least (1) one month
17 prior to each Fair Run. The insurance provider must be a company licensed to
15 sell policies in the State of California and must be acceptable to the County's
19 Division of Risk Management. Certificates of insurauce must demonstrate that
20 the following coverage has been obtained:
21 (i) Comprehensive general liability insurance where appropriate, as
22 determined by the County's Risk Manager, public liability and product
23 liability insurance, for the combined coverage of not less than one million
24 dollars ($1,000,000) combined single limit for bodily and property
25 damage per occurrence. Comprehensive general liability insurance
26 certificates, and the public and product liability insurance certificates, if
27 determined appropriate, shall name Sponsor as insured on the certificates
28 and the County of Riverside, its Board of Supervisors, officers,
Page 4 of 11
I employees, agents, and representatives as additionally insured and as
2 certificate holders. The following written language must be included in
3 the"Additional insured" section of the certificate;
4 "The County of Riverside, its Board of Supervisors, officers,employees,
5 agents and representatives,individually and collectively, as respects to all
6 operations by or on behalf of the named insured and all premises or
7 property used by or on behalf of the named insured"
S (ii) Workers' Compensation insurance as required by the State of
9 California at statutory limits.
10 c) County shall, at its own expense, procure and maintain in full force and effect
I the following insurance: General Liability, Automobile Liability, Workers'
12 Compensation.
13 (i) The County shall, maintain commercial general liability coverage in an
14 amount not less than one million dollars ($1,000,000) combined single
15 limits. The County of Riverside maintains an approved, self-insured
16 general liability program.
17 (ii) The County shall maintain automobile liability in an amount not less
IS than one million dollars ($1,000,000) per occurrence. This coverage is
19 contained in the County of Riverside's self-insured general liability
20 program.
21 (iii) The County shall maintain Workers' Compensation insurance pursuant to the
22 laws of the State of California_ The County of Riverside maintains an approved,
23 self-insured Workers' Compensation program.
24 SECTION II_ Indemnitication.
25 a) Sponsor shall indemnify and hold harmless the County, its successors and
26 assigns and their Board of Supervisors, officers, directors, employees, agents, and
27 representatives from any and all liabilities, costs, and expenses, including without
28 limitation reasonable attorney fees, which may be incurred by any or all of them
Page 5 of 11
1 arising out of any claims or suits which may be brought against them by reason of
2 any injuries or damages caused by or resulting from the activities of Sponsor
3 pursuant to this Agreement-
4 b) The County shall indemnify and hold harmless the Sponsor, its successors and
5 assigns and their officers, directors, employees, agents, and representatives from
6 any and all liabilities, costs, and expenses, including without limitation reasonable
7 attorney tees, which may be incurred by any or all of them arising out of any
8 claims or suits which may be brought against them by reason of any injuries or
9 damages caused by or resulting from the activities of County pursuant to this
10 Agreement.
11 SECTION 12. Limitation of Liability. In no event will either County or Sponsor,their
12 officers, directors, affiliates, employees, agents, representatives, or shareholders be liable (either
13 in contract, warranty, tort, or otherwise), to the other or any of its officers, directors, affiliates,
14 employees, agents, representatives, or shareholders for any consequential, incidental or indirect
15 damages, including costs, profits, or for any exemplary or punitive damages. The parties agree
16 that neither party will be liable for acts of God, fire, accidents or other occurrence beyond their
17 reasonable control (whether like or unlike any of these enumerated herein) which prevent either
18 party from partially or completely performing its obligations hereunder.
19 SECTION 13. Termination.
20 This Agreement may be terminated:
21 (i) By either County or Sponsor if the other party breaches any of the
22 material terms of this Agreement, which default is not cured within thirty
23 (30) days following written notice of such default of the defaulting party.
24 1f the default is not cured within the thirty (30) day- period, the non-
25 defaulting party may terminate this Agreement by giving notice of its
26 decision to do so.
27 (ii) In the event that either party becomes insolvent, makes an assignment
28 for the benefit of creditors, becomes the subject of any bankruptcy,
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1 reorganization or arrangement proceeding or defaults in any obligation,
2 which default would foreclose such party fsom exercising its right or
3 prevent it from paying its obligations hereunder, then such action shall be
4 a default hereunder and this Agreement may be terminated by written
5 notice to the defaulting party.
6 (iii) By either County or Sponsor for its convenience upon thirty(30) days
7 written notice to the other party. In the event Sponsor terminates this
8 agreement under this Section 13.(a)(iii), Sponsor shall not be entitled to
9 any reimbursement of funds either expended by Sponsor pursuant to this
10 Agreement or paid to County pursuant to Section 2,above.
11 b) Notices shall be sent via U.S. Postal Service registered mail return receipt
12 request to the individual identified in Section 20,below.
13 c) In the event County fails, prior to or during a Fair Run for which the
14 Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined in
15 Section 4, above, for any reason other than as a result of. 1) breach of Sponsor, 2)
16 County terminates Sponsor in accordance with Section 13_(a)(iii), above, or 3)
17 acts of God, fires, accidents or other occurrences beyond the reasonable control of
18 County (whether like or unlike any of these enumerated herein) preclude all or a
19 portion of a Fair Run, Sponsor, in addition to all other rights and remedies
20 available at law or in equity, shall be entitled to a refund commensurate to the
21 benefits' value_ The benefits' value is to be mutually agreed upon by Sponsor and
22 County. This additional remedy will not be available to Sponsor with regard to
23 prospective Fair Runs that are to occur within the Term of this Agreement and for
24 which the Sponsorship Fee has not been paid.
25 d) Should Sponsor exercise its right pursuant to Section 13.a)(iii) and Sponsor
26 has, pursuant to Section 6, above, given its approved logo(s), name(s) and
27 trademark(s) for production of any promotional, publicity, advertising or media
28 related materials, and said material has been produced, County, in addition to all
Page 7 of 11
I other rights and remedies available at law or in equity, shall be entitled to
2 reimbursement from Sponsor for the cost of reproducing said material and
removing all reference to Sponsor from said material,
4 SECTION 14. Renresentative,Warranties and Disclaimer.
5 a) Sponsor represents and warrants to County:
6 (i) That Sponsor has the full power to enter into this Agreement
7 (ii)That all corporate actions and approvals have been taken which are
S necessary to make this Agreement a binding and enforceable obligation of
9 Sponsor
10 (iii)That the individual signing this Agreement is authorized to execute
11 this Agreement on behalf of Sponsor
12 (iv)That Sponsor's execution, delivery, and performance of this
I3 Agreement is not in conflict with, and will not cause an event of default
14 under,any agreement or instrument to which Sponsor is bound.
15 b) County hereby represents and warrants to Sponsor:
16 (i) That County has the full power to enter into this Agreement
17 (ii) That all corporate actions and approvals have been taken which are
18 necessary to make this Agreement a binding and enforceable obligation of
39 County
20 (iii) That by entering into this Agreement, County is not in default of any
21 obligation to any third party
22 (iv) That County's execution delivery and performance of this Agreement
23 is not in conflict with, and will not cause an event of, default under any
24 agreement or instrument to which County is bound
25 (v) That County has obtained all permits or licenses necessary for it to
26 hold the Fair.
27 c) Unless otherwise explicitly stated in this Agreement, County and Sponsor
28 disclaim all warranties, whether express or implied, written or oral, with respect
Page 8 of 11
I to any goods or services to be provided hereunder or any component or part
2 thereof, including any implied warranty of merchantability or fitness for a
3 particular use.
4 SECTION 15. No Partnership or Joint Venture. This Agreement does not constitute
5 and shall not be construed as constituting a partnership or joint venture between the County and
6 Sponsor. Each party is to remain an independent entity. Sponsor shall not be considered an
7 organizer or producer of the Fair.
fi SECTION 16. Independent Capacity. Neither party shall have the right to obligate the
9 other in any manner whatsoever, and nothing herein contained shall give or is intended to give
10 any right of any kind to any third party. Neither party may assign this Agreement without prior
11 written consent of the other party.
12 SECTION 17. Waiver. No waiver or relinquishment of any right, explicit or implicit,
13 created by this Agreement at any one time or times shall be deemed a waiver or relinquishment
14 of that right for all or any other times.
15 SECTION 18. Severability_ To the extent that any provision herein is held invalid,then
16 the provision shall be deemed deleted, and the remaining provisions shall remain in full force
17 and effect.
is SECTION 19. California Jurisdiction. This Agreement shall be construed under the
19 laws of the State of California. Each party, hereto acknowledges that this Agreement is entered
20 into and is to be performed within the jurisdiction of the State of California and that the courts of
21 the State of California shall have jurisdiction over any and all claims, controversies, disputes and
22 disagreements arising out of this Agreement or breach thereof
23 SECTION 20. Sponsor Names Contact Names Addresses. The following is the name
24 Sponsor wishes the County to use in all promotional activities in which Sponsor is to be
25 included: "City of Palm Springs." The individuals and addresses listed below is where all
26 correspondence between Sponsor and County shall be sent unless otherwise requested:
27
28
Page 9 of 11
I SPONSOR: David H. Ready, City Manager
City of Palm Springs
2 3200 East Tahquitz Canyon Way
Palm Springs, CA 92811
Phone: (760)322-8336 Fax: (760) 323-8207
4
5 COUNTY: Stacey Chester,Marketing Specialist
6 Riverside County Economic Development Agency
1325 Spruce Street, Suite 4400
7 Riverside, CA 92502-3813
8 Phone: (951)955-1092 Fax: (951) 955-6686
9 SECTION 21. Responsibilities and Benefits. County and Sponsor hereby agree to all
10 responsibilities and benefits as stated above and will promote each other to the best of their
11 ability,and within the guidelines of this Agreement for and during each Fair Run.
12 SECTION 22. Execution_ Counterparts in . This Agreement may be executed in several
I counterparts. Each shall be regarded as an original, and all of which shall constitute but one and
14 the same document.
15 SECTION 23_ Captions. The captions or headings in this Agreement are for
16 convenience only and in no way define, limit or describe the scope or intent of any provisions of
17 this Agreement.
18 SECTION 24. Representation by Counsel. Each party hereto has had the opportunity
19 to seek the advise of counsel of its choosing concerning this Agreement. This Agreement is to
20 be deemed as to have been jointly prepared by all of the parties hereto, and any uncertainty or
21 ambiguity existing herein shall not be interpreted against any party on the ground that it was the
2') drafter.
23 SECTION 25. Entire Agreement. This Agreement sets forth the final and complete
24 understanding of the parties. It is understood and agreed that there are no other representations
25 with respect to this Agreement and that this Agreement supersedes all prior discussions,
26 agreements and undertakings relating to the subject matter hereof. It is further agreed that the
27 rights, interest, understandings, agreements and obligations of the respective parties pertaining to
28 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
Page 10 of 11
I of the parties hereto and duly executed by the parties.
2 IN WITNESS WHEREOF, County and Sponsor have executed this Agreement as of the
3 date first above written.
4 COUNTY OF RIVERSIDE CITY OF PALM SPRINGS
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8 By: ly1/
�eanna I,orson, Managing Director/EDA David FI. Ready, City auagez
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APPROVED BY 0-1 Y MANAGE
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Page 11 of 11
1 PARTICIPATING SPONSORSHIP AGREEMENT BETWEEN
2 THE RIVERSIDE COUNTY FAIR AND NATIONAL DATE FESTIVAL AND
3 CITY OF PALM SPRINGS
4
5 THIS PARTICIPATING SPONSORSHIP AGREEMENT (hereinafter this "Agreement")
6 is entered into this2Z-day of J 20J, by and between the County of
7 Riverside (hereinafter"County")tbelalfof itself, the Riverside County Fair and National Date
8 Festival (hereinafter the "Fair") and City of Palm Springs (hereinafter"Sponsor").
9 WITNESSETH
10 WHEREAS, the County, through its Economic Development Agency (hereinafter
11 "EDA") annually produces the Fair each February, begimaing the Friday prior to Presidents' Day
12 and concluding on the Sunday following said national holiday (hereinafter the "Fair Run"); and,
13 WHEREAS, funding to support the Fair is substantially augmented through a sponsorship
14 program, which is administered by EDA; and,
15 WHEREAS, Sponsor wishes to participate in the sponsorship program as Participating
16 Sponsor of the 2008 Fair; and,
17 WHEREAS, in return for being an Participating Sponsor, Sponsor will receive certain
I8 advertising,promotional and event attendance consideration through the Fair.
19 NOW, THEREFORE, the parties hereto do hereby agree as follows:
20 SECTION 1. Sponsorship. This is a (1) one-year, five thousand dollar ($5,000),
21 sponsorship agreement. Sponsor does hereby agree to deliver five thousand dollars ($5,000).
22 SECTION 2. Payment. The payment of the Sponsorship Fee is to be made by Sponsor
23 on or before November 1, 2007- In return, County agrees to provide Sponsor those benefits
24 specified in Section 4, below, prior to and during the Fair Run.
25 SECTION 3. Term. The term (hereinafter the "Term") of this Agreement shall
26 commence on the date this Agreement is executed by both parties and shall end at the conclusion
27 of the Fair Run in calendar year 2008.
28 SECTION 4. Benefits to Be Provided to Sponsor. The following Participating
Pagel of 11
I Sponsorship benefits are to be provided to Sponsor by the Fair prior to and during the Fair Run
2 in 2008 and will be in addition to those benefits provided in Section 5:
3 a) Name Identification.
4 (i) Sponsor's name and sponsorship will be announced on the public
5 address system at least twice (2) a day.
6 (ii) Sponsor's name shall be printed on both Fairgrounds entryway Kiosks.
7 b) Advertising.
8 (i) Sponsor will be included in 150,000 official programs that will be
9 distributed in local newspaper circulation and will be available at the gate.
10 (ii)histed in the "thank you" ad post-Fair (full circulation The Desert Sun
11 & The Press-Enterprise)
12 c) Exhibit Space. Sponsor will be provided one (1) exhibit booth space (10' x
13 10') during the Fair Run fox the purposes of exposure, sampling, education and
14 product sales. The Sponsor and County shall mutually agree upon the booth
15 location. Sponsor shall ensure that its employees staff the booth during all open
16 hours of the Fair.
17 d) Event Tickets.
18 (i) Sponsor will receive tiny (50) single-day admission tickets for the Fair. A
19 portion of the tickets will need to be used to provide access to the Fairgrounds for
20 Sponsor's employees who will be manning an exhibit booth (only if applicable).
21 The remainder of the tickets can be distributed by Sponsor as they choose_
22 Additional credential admission tickets may be purchased.
23 (d) Sponsor will receive two (2) unlimited park entrance lanyards.
24 e) Parking. Sponsor will receive two (2) Preferred hanging parking passes, four
25 (4) credential hanging parking passes and six (6) vendor/exhibitor parking passes
26 for the Fair Rum.
27 f) VIP Seating. Sponsor will receive special invitations to VTP festivities.
28 SECTION 5. Approval of Sponsor's Banners and Other Promotional Materials.
Page 2 of 11
I Prior to the final production of the banners or (lags produced by Sponsor and displayed on the
2 Fairground pursuant to Section 4, above, Sponsor is to provide a copy to County for written
3 approval_ If County fails to object to the banner or flag within five (5) business days after
4 presentation of the copy by faring such objection to Sponsor, County shall be deemed to have
5 approved said banner or flag.
6 Should Sponsor elect to use the name or logo of the County or 4xe Fair, or the fact of its
7 Participating Sponsorship of the Fair in any of its promotional, publicity, advertising or media
8 related materials, prior to the final production of said materials, Sponsor shall submit copies of
9 said materials to the County for its written approval prior to such use. If County fails to object to
10 any proposed materials within five (5) business days after their presentation by faxing such
l I objection to Sponsor, County shall be deemed to have approved such materials.
12 SECTION 6. Usa a of S onsor's Name or Trademarks. Sponsor will provide
13 approved logo(s), name(s) and trademark(s) with usage guidelines to County for use in Fair
14 promotional materials outlined in Section 4 of this Agreement and any other promotional
15 materials agreed upon by Fair and Sponsor.
16 SECTION 7. Exclusive Rights of County.
17 a) County has exclusive nights in the ownership and use of any County or Fair
18 logo, insignia, or other County property and nothing in this Agreement shall be
19 construed to give Sponsor any ownership or other property interest in any County
20 property, including, but not limited to, their respective logos and insignias.
21 b) County has the discretionary right io allow the use of the Fair's logo and
22 insignia. Sponsor shall receive written approval from County prior to use of the
23 Fair's logo and/or insignia, and such approval shall be not be unreasonably
24 withheld by County.
25 SECTION 8. Ownership by Sponsor of Its Materials. Sponsor shall own all rights,
26 title and interest in and to all work, product and services created by Sponsor in connection with
27 its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its
28 obligations hereunder, County shall not have any right, title or interest in any copyright,
Page 3 of 11
1 trademark or any other rights in any such work, product and services produced or performed by
2 Sponsor under this Agreement.
3 SECTION 9. Care of Snonsor's Property. County assumes no liability .For materials
4 brought on the Fairgrounds by Sponsor and used by Sponsor or its employees at its one (1)
5 exhibition booth or in other promotional activities that it may engage in on the Fairgrounds.
6 SECTION 10_ insurance. Consistent with Section 11, Sponsor is to provide the
7 following:
8 a) Sponsor must, at its own expense, procure and maintain in full force and effect
9 for each Fair Run occurring during the Term of this Agreement comprehensive
10 general liability insurance in an amount not less than one million dollars
11 ($1,000,000) combined single limits and Workers' Compensation insurance as
12 required by the State of California at statutory limits.
13 b) Upon written notice, Sponsor shall furnish original certificates of insurance to
14 the individual at the address stated in Section 20, below, at least (1) one month
15 prior to each Fair Run. The insurance provider must be a company licensed to
16 sell policies in the State of California and must be acceptable to the County's
17 Division of Risk Management. Certificates of insurance must demonstrate that
18 the following coverage has been obtained:
19 (i) Comprehensive general liability insurance where appropriate, as
20 determined by the County's Risk Manager, public liability and product
21 liability insurance, for the combined coverage of not less than one million
22 dollars ($1,000,000) combined single limit for bodily and property
23 damage per occurrence. Comprehensive general liability insurance
24 certificates, and the public and product liability insurance certificates, if
25 determined appropriate, shall name Sponsor as insured on the certificates
26 and the County of Riverside, its Board of Supervisors, officers,
27 employees, agents, and representatives as additionally insured and as
28 certificate holders. The following written language must be included in
Page 4 of 11
1 the "Additional insured" section of the certificate:
2 "The County of Riverside, its Board of Supervisors, officers, employees,
3 agents and representatives, individually and collectively, as respects to all
4 operations by or on behalf of the named insured and all premises or
5 property used by or on behalf of the named insured."
6 (ii) Workers' Compensation insurance as required by the State of
7 California at statutory limits-
8 c) County shall, at its own expense, procure and maintain in full force and effect
9 the following insurance: General Liability, Automobile Liability, Workers'
10 Compensation.
11 (i) The County shall, maintain commercial general liability coverage in an
12 amount not less than one million dollars ($1,000,000) combined single
13 limits. The County of Riverside maintains an approved, self-insured
14 general liability program.
15 (ii) The County shall maintain automobile liability in an amount not less
16 than one million dollars ($1,000,000) per occurrence. This coverage is
17 contained in the County of Riverside's self-insured general liability
18 program.
19 (iii) The County shall maintain Workers' Compensation insurance pursuant to the
20 laws of the State of California. The County of Riverside maintains an approved,
21 self-insured Workers' Compensation program.
22 SECTION 11. Indemnification.
23 a) Sponsor shall indemnify and hold harmless the County, its successors and
24 assigns and their Board of Supervisors, officers, directors, employees, agents, and
25 representatives from any and all liabilities, costs, and expenses, including without
26 limitation reasonable attorney fees, which may be incurred by any or all of them
27 arising out of any claims or suits which may be brought against them by reason of
28 any injuries or damages caused by or resulting from the activities of Sponsor
Page 5 of 11
I pursuant to this Agreement-
2 b) The County shall indemnify and hold harmless the Sponsor, its successors and
3 assigns and their officers, directors, employees, agents, and representatives from
4 any and all liabilities, costs, and expenses, including without limitation reasonable
5 attorney fees, which may be incurred by any or all of them arising out of any
6 claims or suits which may be brought against them by reason of any injuries or
7 darnages caused by or resulting from the activities of County pursuant to this
8 Agreement.
9 SECTION 12. Limitation of Liability. In no event will either County or Sponsor, their
10 officers, directors, affiliates, employees, agents, representatives, or shareholders be liable (either
11 in contract, warranty, tort, or otherwise), to the other or any of its officers, directors, affiliates,
12 employees, agents, representatives, or shareholders for any consequential, incidental or indirect
13 damages, including costs, profits, or for any exemplary or punitive damages. The parties agree
14 that neither party will be liable for acts of God, (ire, accidents or other occurrence beyond their
15 reasonable control (whether like or unlike any of these enumerated herein) which prevent either
16 party from partially or completely performing its obligations hereunder.
17 SECTION 13. Termination.
18 This Agreement may be terminated:
19 (i) By either County or Sponsor if the other party breaches any of the
20 material terms of this Agreement, which default is not cured within thirty
21 (30) clays following written notice of such default of the defaulting party.
22 If the default is not cured within the thirty (30) day period, the non-
23 defaulting party may terminate this Agreement by giving notice of its
24 decision to do so.
25 (ii) In the event that either party becomes insolvent, makes an assignment
26 for the benefit of creditors, becomes the subject of any bankruptcy,
27 reorganization or arrangement proceeding or defaults in any obligation,
28 which default would foreclose such party from exercising its right or
Page 6 of 11
I prevent it from paying its obligations hereunder, then such action shall be
2 a default hereunder and this Agreement may be terminated by written
3 notice to the defaulting party.
4 (w) By either County or Sponsor for its convenience upon thirty (30) days
5 written notice to the other party, In the event Sponsor terminates this
6 agreement under this Section 13.(a)(iii), Sponsor shall not be entitled to
7 any reimbursement of funds either expended by Sponsor pursuant to this
8 Agreement or paid to County pursuant to Section 2, above.
9 b) Notices shall be sent via U.S. Postal Service registered mail return receipt
10 request to the individual identified in Section 20, below.
11 c) In the event County fails, prior to or during a Fair Run for which the
12 Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined in
13 Section 4, above, for any reason other than as a result of., 1) breach of Sponsor, 2)
14 County terminates Sponsor in accordance with Section 13.(a)(iii), above, or 3)
15 acts of God, fires, accidents or other occurrences beyond the reasonable control of
16 County (whether like or unlike any of these enumerated herein) preclude all or a
17 portion of a Fair Run, Sponsor, in addition to all other rights and remedies
18 available at law or in equity, shall be entitled to a refund commensurate to the
19 benefits' value. The benefits' value is to be mutually agreed upon by Sponsor and
20 County. This additional remedy will not be available to Sponsor with regard to
21 prospective Fair Runs that are to occur within the Term of this Agreement and for
22 which the Sponsorship Fee has not been paid.
23 d) Should Sponsor exercise its right pursuant to Section 13.a)(iii) and Sponsor
24 has, pursuant to Section 6, above, given its approved logo(s), name(s) and
25 trademark(s) for production of any promotional, publicity, advertising or media
26 related materials, and said material has been produced, County, in addition to all
27 other rights and remedies available at law or in equity, shall be entitled to
28 reimbursement from Sponsor for the cost of reproducing said material and
Page 7 of 11
1 removing all reference to Sponsor from said material.
2 SECTION 14. Representative,_'Warranties and Disclaimer.
3 a) Sponsor represents and warrants to County:
4 (i) That Sponsor has the full power to enter into this Agreement
5 (ii)That all corporate actions and approvals have been taken which are
6 necessary to make this Agreement a binding and enforceable obligation of
7 Sponsor
8 (iii)That the individual signing this Agreement is authorized to execute
9 this Agreement on behalf of Sponsor
10 (iv)That Sponsor's execution, delivery, and performance of this
11 Agreement is not in conflict with, and will not cause an event of default
12 under, any agreement or instrument to which Sponsor is bound.
13 b) County hereby represents and warrants to Sponsor:
14 (i) That County has the full power to enter into this Agreement
15 (ii) That all corporate actions and approvals have been taken which are
16 necessary to make this Agreement a binding and enforceable obligation of
17 County
18 (iii) That by entering into this Agreement, County is not in default of any
19 obligation to any third party
20 (iv) That County's execution delivery and performance of this Agreement
21 is not in conflict with, and will not cause an event of, default under any
22 agreement or instrument to which County is bound
23 (v) That County has obtained all permits or licenses necessary for it to
24 hold the Pair.
25 c) Unless otherwise explicitly stated in this Agreement, County and Sponsor
26 disclaim all warranties, whether express or implied, written or oral, with respect
27 to any goods or services to be provided hereunder or any component or part
28 thereof, including any implied Warranty of merchantability or fitness for a
Page 8 of 11
I particular use.
2 SECTION 15_ No Partnership or Joint Venture. This Agreement does not constitute
3 and shall not be construed as constituting a partnership or joint venture between the County and
4 Sponsor. Each party is to remain an independent entity. Sponsor shall not be considered an
5 organizer or producer of the Fair-
6 SECTION 16. Independent Capacity. Neither party shall have the right to obligate the
7 other in any manner whatsoever, and nothing herein contained shall give or is intended to give
8 any right of any kind to any third party. Neither party may assign this Agreement without prior
9 written consent of the other party.
10 SECTION 17_ Waiver. No waiver or relinquislunent of any right, explicit or implicit,
1 I created by this Agreement at any one time or times shall be deemed a waiver or relinquishment
12 of that right for all or any other tunes.
13 SECTION 18. Severability. To the extent that any provision herein is held invalid, then
14 the provision shall be deemed deleted, and the remaining provisions shall remain in full force
15 and effect.
16 SECTION 19. California Jurisdiction. This Agreement shall be construed under the
17 laws of the State of California. Each party hereto aeknowledges that this Agreement is entered
18 into and is to be performed within the jurisdiction of the State of California and that the courts of
19 the State of California shall have jurisdiction over any and all claims, controversies, disputes and
20 disagreements arising out of this Agreement or breach thereof.
21 SECTION 20. Sponsor Names Contact Names Addresses. The following is the name
22 Sponsor wishes the County to use in all promotional activities in which Sponsor is to be
23 included: "City of Palm Springs." The individuals and addresses listed below is where all
24 correspondence between Sponsor and County shall be sent unless otherwise requested:
25 SPONSOR: Troy Butzlaff,Assistant City Manager
City of Palm Springs
26 3200 East Tahquitz Canyon Way
27 Palm Springs, CA 92811
Phone: (760) 322-8336 Fax: (760) 323-8207
28 H
Page 9 of 11
1
COUNTY: Stacey Chester, Marketing Specialist
2 Riverside County Economic Development Agency
3 1325 Spruce Street, Suite #400
Riverside, CA 92502-3813
4 Phone: (951)955-1092 Fax: (951) 955-6686
5 SECTION 21. Responsibilities and Benefits. County and Sponsor hereby agree to all
6 responsibilities and benefits as stated above and will promote each other to the best of their
7 ability, and within the guidelines of this Agreement for and during each Fair Run.
8 SECTION 22. Execution in Counterparts. This Agreement may be executed in several
9 counterparts. Each shall be regarded as an original, and all of which shall constitute but one and
10 the same document.
11 SECTION 23. Captions, The captions or headings in this Agreement are for
12 convenience only and in no way define, limit or describe the scope or intent of any provisions of
13 this Agreement.
14 SECTION 24. Representation by Counsel. Each party hereto has had the opportunity
15 to seek the advise of counsel of its choosing concerning this Agreement. This Agreement is to
16 be deemed as to have been jointly prepared by all of the parties hereto, and any uncertainty or
17 ambiguity existing herein shall not be interpreted against any parry on the ground that it was the
18 drafter.
19 SECTION 25. Entire Agreement. This Agreement sets forth the final and complete
20 understanding of the parties. It is understood and agreed that there are no other representations
21 with respect to this Agreement and that this Agreement supersedes all prior discussions,
22 agreements and undertakings relating to the subject matter hereof. It is further agreed that the
23 rights, interest, understandings, agreements and obligations of the respective parties pertaining to
24 the subject matter of this Agreement may not be amended, modified or supplemented in any
25 respect except by a subsequent written instrument evidencing the express written consent of each
26 of the parties hereto and duly executed by the parties.
27 IN WITNESS WHEREOF, County and Sponsor have executed this Agreement as of the
28 date first above written.
Page 10 of 11
1 COUNTY OF RIVERSIDE. CITY OF PALM SPRINGS
2
3
4
5 By By:
6
eanna Lorson, Managing Director/EDA Tro utzla(f I
sis City Manager
7 g Uarketing\SAT£P£51V002\5ponsorslnps\Agrcn)ons\city of Vnlmspnugs-0tl Joe
S '1 -
9 Thomas Wi so
Assistant Cit Manager
10 APPROVED BY CITY MANAGER Development Services
For: DAVID H. READY
11 -�
�+��a"� City Manager
12
13 Attest:
14
15 �7I
?es Thompson, City Clerk
16 - .
17
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20
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23
24
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Page 11 of 11