HomeMy WebLinkAbout05244 - RIVERSIDE COUNTY FAIR & NATIONAL DATE FESTIVAL 2006 SPONSORSHIP DOCUMENT TRACKING
Page: 1
Report: One Document Detail April: 1 200&
Condition: Document NumberA5244,
Document# Description Approval Date Expiration Date Closed Date
A5244 2006 Date Festival (Fair) Sponsorship 02/17/2006 03/01/2006
Company Name: Riverside County Fair & Date Festival
Address:
Contract Amt. Total Paid Balance
Group: CITY MANAGER $5,000.00 $5,000.00
Service: In File
xRef: CITY MNAAGER
Ins. Status: No Certificate on file.
Document Tracking Items,
Due Completed Tracking Amount Amount
Code Item Description Date Date Date Added Paid
under$25k - CM auth 0 211 712 0 0 6 $5,000.00
001 New Docu m ent Add ed 03/07/2006
* * * * * ' END OF REPORT ' * * ' * *
Riverside County Fair & Nat'l Uate ,
2006 Sponsorship
Agreement A5244
under$25,000 CM auth 02-17-06
1 PARTICIPATING SPONSORSHIP AGREEMENT BETWEEN
2 THE RIVERSIDE COUNTY FAIR AND NATIONAL DATE FESTIVAL AND
3 CITY OF PALM SPRINGS
4
5 THIS PARTICIPATINGSNSORSHIP AGREEMENT (hereinafter this "Agreement")
6 is entered into this L day of L{L t r 200 L, by and between the Comity of
7 Riverside (hereinafter "County") on behalf of itself, and the Riverside County Fair and National
8 Date Festival (hereinafter the "Fair") and City of Palm Springs (hereinafter "Sponsor").
9 WITNESSETH
10 WHEREAS, the County, through its Economic Development Agency (hereinafter
l I "EDA"), annually produces the Fair each February, beginning the Friday prior to Presidents'
12 Day and concluding on the Sunday following said national holiday (hereinafter the "Fair Rim");
j 13 and,
!! 14 WHEREAS, finding to support the Fair is substantially augmented through a sponsorship
15 program, which is administered by EDA; and,
16 WHEREAS, Sponsor wishes to participate in the sponsorship program as a Participating
17 Sponsor of the 2006 Fair; and,
18 WHEREAS, in return for being a Participating Sponsor, Sponsor will receive certain
19 advertising, promotional and event attendance consideration through the Fair;
20 NOW, THEREFORE, the parties hereto do hereby agree as follows;
21 SECTION 1. Sponsorship. This is a (1) one-year, five thousand dollar ($5,000)
22 sponsorship agreement. Sponsor does hereby agree to deliver five thousand dollars ($5,000).
23 SECTION 2. Payment. The payment of the Sponsorship Fee is to be made by Sponsor
24 on or before February 1, 2006. In return, County agrees to provide Sponsor those benefits
25 specified in Section 4, below,prior to and during the Fair Run.
26 SECTION 3. Term. The term (hereinafter the "Term") of this Agreement shall
27 commence on the date this Agreement is executed by both parties and shall end at the conclusion
28 of the Fair Run in calendar year 2006.
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I SECTION 4. Benefits to Be Provided to S oq� nsor. The following Participating
2 Sponsorship benefits are to be provided to Sponsor by the Fair prior to and during the Fair Run
3 in 2006 and will be in addition to those benefits provided in Section 5:
4 a) Name Identification.
5 (i) Sponsor's name and sponsorship will be announced on the public
6 address system at least twice (2) a day.
7 (ii) Sponsor's name shall be printed on both Fairgrounds entryway Kiosks.
i 8 (iii) Sponsor, at its expense, may cause to be designed and prepared and to
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9 display a maximum of two (2) banners on the Fairgrounds. The size of said banners must be 3'x
10 Wand the content shall be mutually agreed upon by both County and Sponsor.
11 b) Advertising. Sponsor will be included in 150,000 official programs that will
12 be distributed in local newspaper circulation and will be available at the gate.
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 product sales.
15 The Sponsor and County shall mutually agree upon the booth location. Sponsor shall ensure that
16 its employees staff the booth during all open hours of the Fair.
17 d) Event Tickets. Sponsor will receive fifty (50) single-day admission tickets for
18 the Fair. A portion of the tickets will need to be used to provide access to the Fairgrounds for
19 Sponsor's employees who will be manning an exhibit booth (only if applicable). The remainder
20 of the tickets can be distributed by Sponsor as they choose. Additional credential admission
21 tickets may be purchased.
! 22 e) Parking. Sponsor will receive two (2) preferred hanging parking passes, four
23 (4) credential hanging parking passes and six (6) vendor/exhibitor parking passes for the Fair
24 Run.
25 f) VIP Seating. Sponsor will receive special VIP seating for the Arabian Nights
26 Musical Pageant and invitations to VIP festivities.
27 SECTION 5. Approval of Sponsor's Banners and Other Promotional Materials.
28 Prior to the final production of the banners or flags produced by Sponsor and displayed on the
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1 Fairground pursuant to Section 4, above, Sponsor is to provide a copy to County for written
2 approval. If County fails to object to the banner or flag within five (5) business days after
3 presentation of the copy by faxing such objection to Sponsor, County shall be deemed to have
4 approved said banner or flag.
5 Should Sponsor elect to use the name or logo of the County or the Fair, or the fact of its
6 Participating Sponsorship of the Fair in any of its promotional, publicity, advertising or media
7 related materials, prior to the final production of said materials, Sponsor shall submit copies of
8 said materials to the County for its written approval prior to such use. If County fails to object to
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9 any proposed materials within five (5) business days after their presentation by faxing such
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10 objection to Sponsor, County shall be deemed to have approved such materials.
11 SECTION 6. Usage of Sponsor's Name or Trademarks. Sponsor will provide
12 approved logo(s), name(s), and trademark(s) with usage guidelines to County for use in Fair
13 promotional materials outlined in Section 4 of this Agreement and any other promotional
14 materials agreed upon by Fair and Sponsor.
15 SECTION 7. Exclusive Rights of Countv.
16 a) County has exclusive rights in the ownership and use of any County or Fair
17 logo, insignia, or other County property and nothing in this Agreement shall be construed to give
18 Sponsor any ownership or other property interest in any County property, including, but not
19 limited to,their respective logos and insignias.
20 b) County has the discretionary right to allow the use of the Fair's logo and
21 insignia. Sponsor shall receive written approval from County prior to use of the Fair's logo
22 and/or insignia, and such approval shall be not be unreasonably withheld by County.
23 SECTION 8. Ownership by Sponsor of Its Materials. Sponsor shall own all rights,
24 title and interest in and to all work, product and services created by Sponsor in connection with
25 its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its
26 obligations hereunder, County shall not have any right, title or interest in any copyright,
27 trademark or any other rights in any such work, product and services produced or performed by
28 Sponsor under this Agreement.
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I SECTION 9. Care of Sponsor's Property. County assumes no liability for materials
2 brought on the Fairgrounds by Sponsor and used by Sponsor or its employees at its one (1)
3 exhibition booth or in other promotional activities that it may engage in on the Fairgrounds.
4 SECTION 10. Insurance. Consistent with Section 11, Sponsor is to provide the
5 following:
6 a) Sponsor must, at its own expense, procure and maintain in full force and effect
7 for each Fair Run occurring during the Term of this Agreement comprehensive general liability
8 insurance in an amount not less than one million dollars ($1,000,000) combined single limits and
9 Workers' Compensation insurance as required by the State of California at statutory limits.
10 b) Upon prior written notice, Sponsor shall furnish original certificates of
11 insurance to the individual at the address stated in Section 20, below, at least (1) one month prior
12 to each Fair Run. The insurance provider must be a company licensed to sell policies in the State
13 of California and must be acceptable to the County's Division of Risk Management. Certificates
14 of insurance must demonstrate that the following coverage has been obtained:
15 (i) Comprehensive general liability insurance where appropriate, as
16 determined by the County's Risk Manager, public liability and product liability insurance, for the
17 combined coverage of not less than one million dollars ($1,000,000) combined single limit for
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18 bodily and property damage per occurrence. Comprehensive general liability insurance
19 certificates, and the public and product liability insurance certificates, if determined appropriate,
20 shall naive Sponsor as insured on the certificates and the County of Riverside, its Board of
21 Supervisors, officers, employees, agents, and representatives as additionally insured and as
j22 certificate holders. The following written language must be included in the "Additional insured"
j23 section of the certificate:
24 "The County of Riverside, its Board of Supervisors, officers, employees,
25 agents and representatives, individually and collectively, as respects to all
26 operations by or on behalf of the named insured and all premises or
27 property used by or on behalf of the named insured."
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1 (ii) Workers' compensation insurance as required by the State of
2 California at statutory limits.
4 c) County shall, at its own expense, procure and maintain in full force and effect
5 the following insurance: General Liability, Automobile Liability, Workers' Compensation.
6 (i) The County shall maintain commercial general liability coverage in an
I 7 amount not less than one million dollars ($1,000,000) combined single limits. The County of
I 8 Riverside maintains an approved, self-insured general liability program.
9 (ii) The County shall maintain automobile liability in an amount not less
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10 than one million dollars ($1,000,000) per occurrence. This coverage is contained in the County
11 of Riverside's self-insured general liability program.
12 (iii) The County shall maintain Workers' Compensation insurance
13 !pursuant to the laws of the State of California. The County of Riverside maintains an approved,
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14 self-insured Workers' Compensation program.
15 SECTION 11. Indemnification.
16 a) Sponsor shall indemnify and hold harmless the County, its successors and
17 assigns and their Board of Supervisors, officers, directors, employees, agents, and
18 representatives from any and all liabilities, costs, and expenses, including without limitation
19 reasonable attorney fees, which may be incurred by any or all of them arising out of any claims
20 or suits which may be brought against them by reason of any injuries or damages caused by or
21 resulting from the activities of Sponsor pursuant to this Agreement.
22 b) The County shall indemnify and hold harmless the Sponsor, its successors and
23 assigns and their officers, directors, employees, agents, and representatives from any and all
24 liabilities, costs, and expenses, including without limitation reasonable attorney fees, which may
25 be incurred by any or all of them arising out of any claims or suits which may be brought against
26 them by reason of any injuries or damages caused by or resulting from the activities of County
27 pursuant to this Agreement.
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I SECTION 12. Limitation of Liability. In no event will either County or Sponsor, their
2 officers, directors, affiliates, employees, agents, representatives, or shareholders be liable (either
3 in contract, warranty, tort, or otherwise), to the other or any of its officers, directors, affiliates,
4 employees, agents, representatives, or shareholders For any consequential, incidental or indirect
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5 damages, including costs, profits, or for any exemplary or punitive damages. The parties agree
•i 6 that neither party will be liable for acts of God, fire, accidents or other occurrence beyond their
7 reasonable control (whether like or unlike any of these enumerated herein) which prevent either
8 ]party from partially or completely performing its obligations hereunder.
9 SECTION 13. Termination.
10 This Agreement may be terminated:
11 (i) By either County or Sponsor if the other party breaches any of the
12 material terms of this Agreement, which default is not cured within thirty (30) days following
13 written notice of such default of the defaulting party. If the default is not cured within the thirty
14 (30) day period, the non-defaulting party may terminate this Agreement by giving notice of its
15 decision to do so.
16 (ii) In the event that either party becomes insolvent, makes an assignment
17 for the benefit of creditors, becomes the subject of any bankruptcy, reorganization or
18 arrangement proceeding or defaults in any obligation, which default would foreclose such party
19 from exercising its right or prevent it from paying its obligations hereunder, then such action
20 shall be a default hereunder and this Agreement may be terminated by written notice to the
21 defaulting party.
22 (iii) By either County or Sponsor for its convenience upon thirty (30) days
23 written notice to the other party. In the event Sponsor terminates this agreement under this
24 Section 13.a)(iii), Sponsor shall not be entitled to any reimbursement of funds either expended
25 by Sponsor pursuant to this Agreement or paid to County pursuant to Section 2, above.
26 b) Notices shall be sent via U.S. Postal Service registered mail return receipt
27 request to the individual identified in Section 20, below.
28 c) In the event County fails, prior to or during a Fair Run for which the
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I Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined in Section 4, above,
2 for any reason other than as a result of: 1) breach of Sponsor, 2) County terminates Sponsor in
3 accordance with Section 13.(a)(iii), above, or 3) acts of God, Fires, accidents or other occurrences
4 beyond the reasonable control of County (whether like or unlike any of these enumerated herein)
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5 preclude all or a portion of a Fair Run, Sponsor, in addition to all other rights and remedies
j 6 available at law or in equity, shall be entitled to a refired commensurate to the benefits' value.
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7 The benefits' value is to be mutually agreed upon by Sponsor and County. This additional
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8 remedy will not be available to Sponsor with regard to prospective Fair Rums that are to occur
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9 within the Term of this Agreement and for which the Sponsorship Fee has not been paid.
10 d) Should Sponsor exercise its right pursuant to Section 13.(a)(iii) and Sponsor
11 has, pursuant to Section 6, above, given its approved logo(s), name(s), and trademark(s) for
12 production of any promotional, publicity, advertising or media related materials, and said
13 material has been produced, County, in addition to all other rights and remedies available at law
14 or in equity, shall be entitled to reimbursement from Sponsor for the cost of reproducing said
15 material and removing all reference to Sponsor from said material.
16 SECTION 14. Representative, Warranties and Disclaimer.
17 a) Sponsor represents and warrants to County:
18 (i) That Sponsor has the full power to enter into this Agreement
19 (ii)That all corporate actions and approvals have been taken which are
20 necessary to make this Agreement a binding and enforceable obligation of Sponsor
21 (iii)That the individual signing this Agreement is authorized to execute this
22 Agreement on behalf of Sponsor
23 (iv)That Sponsor's execution, delivery, and performance of this
24 Agreement is not in conflict with, and will not cause an event of default under, any agreement or
25 instrument to which Sponsor is bound.
26 b) County hereby represents and warrants to Sponsor:
27 (i) That County has the full power to enter into this Agreement.
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I (ii) That all corporate actions and approvals have been taken which are
2 necessary to make this Agreement a binding and enforceable obligation of County.
3 (iii)That by entering into this Agreement, County is not in default of any
4 obligation to any third party.
5 (iv)That County's execution delivery and performance of this Agreement
6 is not in conflict with, and will not cause an event of, default under any agreement or instrument
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7 to which County is bound.
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8 (v) That County has obtained all permits or licenses necessary for it to
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9 hold the Fair.
j 10 c) Unless otherwise explicitly stated in this Agreement, County and Sponsor
11 disclaim all warranties, whether express or implied, written or oral, with respect to any goods or
j 12 services to be provided hereunder or any component or part thereof, including any implied
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13 warranty of merchantability or fitness for a particular use.
14 SECTION 15. No Partnership or Joint Venture. This Agreement does not constitute
15 and shall not be construed as constituting a partnership or joint venture between the County and
16 Sponsor. Each party is to remain an independent entity. Sponsor shall be considered an
17 organizer or producer of the Fair.
18 SECTION 16. Independent Capacity. Neither party shall have the right to obligate the
19 other in any marmer whatsoever, and nothing herein contained shall give or is intended to give
20 any right of any kind to any third party. Neither party may assign this Agreement without prior
21 written consent of the other party.
22 SECTION 17. Waiver. No waiver or relinquishment of any right, explicit or implicit,
23 created by this Agreement at any one time or times shall be deemed a waiver or relinquishment
24 of that right for all or any other times.
25 SECTION 18. Severability. To the extent that any provision herein is held invalid, then
26 the provision shall be deemed deleted, and the remaining provisions shall remain in full force
27 and effect.
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I SECTION 19. California Jurisdiction. This Agreement shall be construed under the
2 laws of the State of California. Each party hereto acknowledges that. this Agreement is entered
3 into and is to be performed within the jurisdiction of the State of California and that the courts of
4 the State of California shall have jurisdiction over any and all claims, controversies, disputes and
5 disagreements arising out of this Agreement or breach thereof.
6 SECTION 20. Sponsor Names, Contact Names, Addresses. The following is the name
7 Sponsor wishes the County to use in all promotional activities in which Sponsor is to be
8 included: "City of Palm Springs." The individuals and addresses listed below is where all
9 correspondence between Sponsor and County shall he sent unless otherwise requested:
j 10 SPONSOR: David H. Ready, City Manager
City of Palm Springs
11 3200 East Tahquitz Canyon Way
12 Palm Springs, CA 92262
Phone: (760) 322-8362 Fax: (760) 323-8207
13
COUNTY: Jo Ann Cornelius, Marketing Specialist
14 Riverside County Economic Development Agency
15 P.O. Box 1180
Riverside, CA 92502-3813
16 Phone: (951) 955-5990 Fax: (951) 955-6686
17
18 SECTION 21. Responsibilities and Benefits. County and Sponsor hereby agree to all
19 responsibilities and benefits as stated above and will promote each other to the best of their
20 ability, and within the guidelines of this Agreement for and during each Fair Run.
21 SECTION 22. Execution in Counterparts. This Agreement may be executed in several
22 counterparts. Each shall be regarded as an original, and all of which shall constitute but one and
23 the same document.
24 SECTION 23. Captions. The captions or headings in this Agreement are for
25 convenience only and in no way define, limit or describe the scope or intent of any provisions of
26 this Agreement.
27 SECTION 24. Representation by Counsel. Each party hereto has had the opportunity
28 to seek the advise 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
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I ambiguity existing herein shall not be interpreted against any party on the ground that it was the
2 drafter.
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5 /
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10 SECTION 25. Entire Agreement. This Agreement sets forth the final and complete
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i11 understanding of the parties. It is understood and agreed that there are no other representations
12 with respect to this Agreement and that this Agreement supersedes all prior discussions,
13 agreements and undertakings relating to the subject matter hereof It is further agreed that the
14 rights, interest, understandings, agreements and obligations of the respective parties pertaining to
15 the subject matter of this Agreement may not be amended, modified or supplemented in any
16 respect except by a subsequent written instrument evidencing the express written consent of each
17 of the parties hereto and duly executed by the parties.
18 IN WITNESS WHEREOF, County and Sponsor have executed this Agreement as of the
19 date first above written.
20 COUNTY OF RIVERSIDE CITY OF PALM SPRINGS
21
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24 By: By:-�� -� --�
erry Craig, ManagiI rect r David H. Ready, City M-t ager
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S\E COMADATEFESTDem 2005\5 on ash AgreementACay of
Polm Springs doe
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yo pF�Msp4'y City of Palm Springs
N Office of the Assistant City Manager and City Attorney
3200 Tahquitz Canyon Way
V`°^°.,E°' P" Palm Springs, CA 92262
(760) 323-8202
(760) 323-8207 (fax)
Mari lynnH@ci.palm-swin sg ca.us
MEMORANDUM
Date: March 6, 2006
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To: James Thompson, City Clerk
From: Marilynn Hannon on behalf of Troy Butzlaff, Asst. City Mgr.
Re: Riverside County Fair and National Date Festival
Sponsorship Agreement
Attached please find a fully executed copy of the above-referenced Sponsorship
Agreement for this year for your files.
/mh
Attachment