HomeMy WebLinkAboutA4673 - RIVERSIDE COUNTY NATIONAL DATE FESTIVAL SPONSORSHIP National Date Festival
Sponsorship Agreement
AGREEMENT #4673
1 PARTICIPATING SPONSORSHIP AGREEMENT B CM signed 2-19-03
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 this/ day of rjii� iL 200 by and between the County 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
11 "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 Run");
13 and,
14 WHEREAS, funding 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 an Participating
17 Sponsor of the 2003 Fair; and,
18 WHEREAS, in return for being an 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 one-year, five thousand dollar ($5,000) sponsorship
22 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 by February 1, 2003. In return, County agrees to provide to Sponsor those benefits specified in
25 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 2003.
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I SECTION 4. Benefits to be Provided to Sponsor. The following Participating
2 Sponsorship benefits are to be provided to Sponsor by the Fair prior to and during the Fair Run
3 in 2003 and will be in addition to those benefits provided in Section 5:
4 a) Name Identification. (i) Sponsor's name and sponsorship will be announced
5 on the public address system at least once (1) a day. (ii) Sponsor's name shall be printed on both
6 Fairgrounds entryway banners. (iii) Sponsor, at its expense, may cause to be designed and
7 prepared and to display a maximum of two (2) banners or flags on the Fairgrounds. The size and
8 content of said banners or flags shall be mutually agreed upon by both County and Sponsor.
9 b) Advertising. Sponsor will be included in 150,000 official programs that will
10 be distributed in local newspaper circulation and will be available at the gate.
11 c) Exhibit Space. (Optional) Sponsor will be provided one (1) exhibit booth
12 space (10 ft. x 10 ft.) during the Fair Run for the purposes of exposure, sampling, education and
13 product sales. The Sponsor and County shall mutually agree upon the booth location. Sponsor
14 shall ensure that its employees staff the booth during all open hours of the Fair.
15 d) Event Tickets. Sponsor will receive twenty-five (25) single-day admission
16 tickets for the Fair.
17 e) Parking. Sponsor will receive one (1) VIP hanging parking pass and two (2)
18 preferred hanging parking passes for the Fair Run.
19 f) Credentials. Sponsor will receive fifty (50) admission credentials and five (5)
20 vendor/credential hanging parking passes in order to provide access to the Fairgrounds to
21 Sponsor's employees who will be manning the aforementioned exhibit booths. Additional
22 credential admission tickets may be purchased.
23 g) VIP Seating. Sponsor will receive special VIP seating for the Arabian Nights
24 Musical Pageant and invitations to VIP festivities.
25 SECTION 5. Approval of Sponsor's Banners and other Promotional Materials.
26 Prior to the final production of the banners or flags produced by Sponsor and displayed on the
27 Fairground pursuant to Section 4, above, Sponsor is to provide a copy to County for written
28 approval. If County fails to object to the banner or flag within five (5) business days after
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I presentation of the copy by faxing such objection to Sponsor, County shall be deemed to have
2 approved said banner or flag.
3 Should Sponsor elect to use the name or logo of the County or the Fair, or the fact of its
4 Participating Sponsorship of the Fair in any of its promotional, publicity, advertising or media
5 related materials, prior to the final production of said materials, Sponsor shall submit copies of
6 said materials to the County for its written approval prior to such use. If County fails to object to
7 any proposed materials within five (5) business days after their presentation by faxing such
8 objection to Sponsor, County shall be deemed to have approved such materials.
9 SECTION 6. Usage of Sponsor's Name or Trademarks. Sponsor will provide
10 approved logo(s), name(s), and trademark(s) with usage guidelines to County for use in Fair
11 promotional materials outlined in Section 4 of this agreement and any other promotional
12 materials agreed upon by Fair and Sponsor.
13 SECTION 7. Exclusive Rilzhts of County.
14 a) County has exclusive rights in the ownership and use of any County or Fair
15 logo, insignia, or other County property; and nothing in this Agreement shall be construed to
16 give Sponsor any ownership or other property interest in any County property, including but not
17 limited to their respective logos and insignias.
18 b) County has the discretionary right to allow the use of the Fair's logo and
19 insignia. Sponsor shall receive written approval from County prior to use of the Fair's logo
20 and/or insignia, and such approval shall be not be unreasonably withheld by County.
21 SECTION 8. Ownership by Sponsor of its Materials. Sponsor shall own all rights,
22 title and interest in and to all work, product and services created by Sponsor in connection with
23 its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its
24 obligations hereunder, County shall not have any right, title or interest in any copyright,
25 trademark or any other rights in any such work, product and services produced or performed by
26 Sponsor under this Agreement.
27 SECTION 9. Care of Sponsor's Property. County assumes no liability for materials
28 brought on the Fairgrounds by Sponsor and used by Sponsor or its employees at its one (1)
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I exhibition booth or in other promotional activities that it may engage in on the Fairgrounds.
2 SECTION 10. Insurance. Consistent with Section 11, Sponsor is to provide the
3 following:
4 a) Sponsor must, at its own expense, procure and maintain in full force and effect
5 for each Fair Run occurring during the Term of this Agreement comprehensive general liability
6 insurance in an amount not less than one million dollars ($1,000,000) combined single limits and
7 workers compensation insurance as required by the State of California at statutory limits.
8 b) Sponsor shall furnish original certificates of insurance to the individual at the
9 address stated in Section 20, below, at least on month prior to each Fair Run. The insurance
10 provider must be a company licensed to sell policies in the State of California and must be
11 acceptable to the County's Division of Risk Management. Certificates of insurance must
12 demonstrate that the following coverage has been obtained:
13 (i) Comprehensive general liability insurance where appropriate, as
14 determined by the County's Risk Manager, public liability and product liability insurance, for the
15 combined coverage of not less than one million dollars ($1,000,000) combined single limit for
16 bodily and property damage per occurrence. Comprehensive general liability insurance
17 certificates, and the public and product liability insurance certificates, if determined appropriate,
18 shall name Sponsor as insured on the certificates and the County of Riverside, its Board of
19 Supervisors, officers, employees, agents, and representatives as additionally insured and as
20 certificate holders. The following written language must be included in the "Additional insured"
21 section of the certificate:
22 "The County of Riverside, its Board of Supervisors, officers, employees, agents
23 and representatives, individually and collectively, as respects to all operations by or on behalf of
24 the named insured and all premises or property used by or on behalf of the named insured."
25 (ii) Workers compensation insurance as required by the State of California
26 at statutory limits.
27 c) County shall at its own expense, procure and maintain in full force and effect
28 the following insurance: General Liability, Automobile Liability, Workers Compensation.
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I i) The County shall maintain commercial general liability coverage in an
2 amount not less than $1,000,000 combined single limits. The County of Riverside maintains an
3 approved self-insured general liability program. ii) The County shall maintain automobile
4 liability in an amount not less than $1,000,000 per occurrence. This coverage is contained in the
5 County of Riverside's self-insured general liability program. iii) The County shall maintain
6 workers compensation insurance pursuant to the laws of the State of California. The County of
7 Riverside maintains an approved self-insured workers compensation program.
8 SECTION 11. Indemnification.
9 a) Sponsor shall indemnify and hold harmless the County, its successors and
10 assigns and their Board of Supervisors, officers, directors, employees, agents, and
11 representatives from any and all liabilities, costs, and expenses, including without limitation
12 reasonable attorney fees, which may be incurred by any or all of them arising out of any claims
13 or suits which may be brought against them by reason of any injuries or damages caused by or
14 resulting from the activities of Sponsor pursuant to this Agreement.
15 b) The County shall indemnify and hold harmless the Sponsor, its successors and
16 assigns and their officers, directors, employees, agents, and representatives from any and all
17 liabilities, costs, and expenses, including without limitation reasonable attorney fees, which may
18 be incurred by any or all of them arising out of any claims or suits which may be brought against
19 them by reason of any injuries or damages caused by or resulting from the activities of County
20 pursuant to this Agreement.
21 SECTION 12. Limitation of Liability. In no event will either County or Sponsor, their
22 officers, directors, affiliates, employees, agents, representatives, or shareholders be liable (either
23 in contract, warranty, tort, or otherwise), to the other or any of its officers, directors, affiliates,
24 employees, agents, representatives, or shareholders for any consequential, incidental or indirect
25 damages, including costs, profits, or for any exemplary or punitive damages. The parties agree
26 that neither party will be liable for acts of God, fire, accidents or other occurrence beyond their
27 reasonable control (whether like or unlike any of these enumerated herein) which prevent either
28 party from partially or completely performing its obligations hereunder.
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I SECTION 13. Termination.
2 This Agreement may be terminated:
3 i) By either County or Sponsor if the other party breaches any of the
4 material terms of this Agreement, which default is not cured within thirty (30) days following
5 written notice of such default of the defaulting party. If the default is not cured within the thirty
6 (30) day period, the non-defaulting party may terminate this Agreement by giving notice of its
7 decision to do so. ii) In the event that either party becomes insolvent, makes an assignment for
8 the benefit of creditors, becomes the subject of any bankruptcy, reorganization or arrangement
9 proceeding or defaults in any obligation, which default would foreclose such party from
10 exercising its right or prevent it from paying its obligations hereunder, then such action shall be a
11 default hereunder and this Agreement may be terminated by written notice to the defaulting
12 party. iii) By.either County or Sponsor for its convenience upon thirty (30) days written notice to
13 the other party. In the event Sponsor terminates this agreement under this Section. 13.a)(iii),
14 Sponsor shall not be entitled to any reimbursement of funds either expended by Sponsor pursuant
15 to this Agreement or paid to County pursuant to Section 2, above.
16 b) Notices shall be sent via U.S. Postal Service registered mail return receipt
17 request, to the individual identified in Section 20, below.
18 c) In the event (i) County fails, prior to or during a Fair Run for which the
19 Sponsorship Fee has been paid, to deliver all Sponsor benefits as outlined in Section 4, above,
20 for any reason other than as a result of: 1) breach of Sponsor, 2) County terminates Sponsor in
21 accordance with Section 13.a)(iii), above, or 3) acts of God, fires, accidents or other occurrences
22 beyond the reasonable control of County (whether like or unlike any of these enumerated herein)
23 preclude all or a portion of a Fair Run; Sponsor, in addition to all other rights and remedies
24 available at law or in equity, shall be entitled to a refund commensurate to the benefits' value.
25 The benefits' value is to be mutually agreed upon by Sponsor and County. This additional
26 remedy will not be available to Sponsor with regard to prospective Fair Runs that are to occur
27 within the Term of this Agreement and for which the Sponsorship Fee has not been paid.
28 d) Should Sponsor exercise its right pursuant to Section 13.a)(iii) and Sponsor
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I has, pursuant to Section 6, above, given its approved logo(s), name(s), and trademark(s) for
2 production of any promotional, publicity, advertising or media related materials, and said
3 material has been produced, County, in addition to all other rights and remedies available at law
4 or in equity, shall be entitled to reimbursement from Sponsor for the cost of reproducing said
5 material and removing all reference to Sponsor from said material.
6 SECTION 14. Representative,Warranties and Disclaimer.
7 a) Sponsor represents and warrants to County: (i) that Sponsor has the full power
8 to enter into this Agreement; (ii) that all corporate actions and approvals have been taken which
9 are necessary to make this Agreement a binding and enforceable obligation of Sponsor; (iii) that
10 the individual signing this agreement is authorized to execute this Agreement on behalf of
11 Sponsor, and (iv) that Sponsor's execution, delivery, and performance of this Agreement is not
12 in conflict with, and will not cause an event of default under, any agreement or instrument to
13 which Sponsor is bound.
14 b) County hereby represents and warrants to sponsor: (i) that County has the full
15 power to enter into this Agreement; (ii) that all corporate actions and approvals have been taken
16 which are necessary to make this Agreement a binding and enforceable obligation of County;
17 (iii) that by entering into this Agreement, County is not in default of any obligation to any third
18 party; (iv) that County's execution delivery and performance of this Agreement is not in conflict
19 with, and will not cause an event of default under any agreement or instrument to which County
20 is bound, and(v) that County has obtained all permits or licenses necessary for it to hold the Fair.
21 c) Unless otherwise explicitly stated in this Agreement, County and Sponsor
22 disclaim all warranties, whether express or implied, written or oral, with respect to any goods or
23 services to be provided hereunder or any component or part thereof, including any implied
24 warranty of merchantability or fitness for a particular use.
25 SECTION 15. No Partnership or Joint Venture. This Agreement does not constitute
26 and shall not be construed as constituting a partnership or joint venture between the County and
27 Sponsor. Each party is to remain an independent entity. Sponsor shall be considered an
28 organizer or producer of the Fair.
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I SECTION 16. Independent Capacity. Neither party shall have the right to obligate the
2 other in any manner whatsoever, and nothing herein contained shall give or is intended to give
3 any right of any kind to any third party. Neither party may assign this Agreement without prior
4 written consent of the other party.
5 SECTION 17. Waiver. No waiver or relinquishment of any right, explicit or implicit,
6 created by this Agreement at any one time or times shall be deemed a waiver or relinquishment
7 of that right for all or any other times.
8 SECTION 18. Severability. To the extent that any provision herein is held invalid, then
9 the provision shall be deemed deleted and the remaining provisions shall remain in full force and
10 effect.
11 SECTION 19. California Jurisdiction. This Agreement shall be construed under the
12 laws of the State of California. Each party hereto acknowledges that this Agreement is entered
13 into and is to be performed within the jurisdiction of the State of California and that the courts of
14 the State of California shall have jurisdiction over any and all claims, controversies, disputes and
15 disagreements arising out of this Agreement or breach thereof.
16 SECTION 20. Sponsor Names, Contact Names Addresses. The following is the name
17 Sponsor wishes the County to use in all promotional activities in which Sponsor is to be
18 included: "City of Palm Springs." The individuals and addresses listed below is where all
19 correspondence between Sponsor and County shall be sent unless otherwise requested:
20
21 SPONSOR: David H. Ready, City Manager
22 City of Palm Springs
3200 East Tahquitz Canyon Way
23 Palm Springs, CA 92262
24 Phone: (760) 322-8362 Fax: (760) 323-8207
25 COUNTY: Cindy Davis, Marketing Specialist
Riverside County Economic Development Agency
26 3525 Fourteenth Street
Riverside, CA 92501
27 Phone: (909) 955-8916 Fax: (909) 955-6686
28
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I SECTION 21. Responsibilities and Benefits. County and Sponsor hereby agree to all
2 responsibilities and benefits as stated above and will promote each other to the best of their
3 ability, and within the guidelines of this Agreement for and during each Fair Run.
4 SECTION 22. Execution in Counterparts. This Agreement may be executed in several
5 counterparts each of that shall be regarded as an original and all of which shall constitute but one
6 and the same document.
7 SECTION 23. Captions. The captions or headings in this Agreement are for
8 convenience only and in no way define, limit or describe the scope or intent of any provisions of
9 this Agreement.
10 SECTION 24. Representation by Counsel. Each party hereto has had the opportunity
11 to seek the advise of counsel of its choosing concerning this Agreement. This Agreement is to
12 be deemed as to have been jointly prepared by all of the parties hereto, and any uncertainty or
13 ambiguity existing herein shall not be interpreted against any party on the ground that it was the
14 drafter.
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I SECTION 25. Entire Agreement. This Agreement sets forth the final and complete
2 understanding of the parties. It is understood and agreed that there are no other representations
3 with respect to this Agreement and that this Agreement supersedes all prior discussions,
4 agreements and undertakings relating to the subject matter hereof.
5 It is further agreed that the rights, interest, understandings, agreements and obligations of the
6 respective tarties pertaining to the subject matter of this Agreement may not be amended,
7 modified or supplemented in any respect except by a subsequent written instrument evidencing
8 the express written consent of each of the parties hereto and duly executed by the parties.
9 IN WITNESS WHEREOF, County and Sponsor have executed this Agreement as of the
10 date first above written.
11 COUNTY OF RIVERSIDE CITY OF PALM SPRINGS
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15 By: By:
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Bradley J. Hudson, Executive Director vid H. City Manager
roy L. Bu z f, Asst. City Mana er
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