CONTRACT 5763 Vender Agreement CLOSEDAgreement No. 5763
EVENT SPONSORSHIP AGREEMENT
Los Angeles Times Communications LLC
THIS EVENT SPONSORSHIP AGREEMENT, dated July 31, 2019, is entered into by and between Los
Angeles Times Communications LLC, a Delaware limited liability company ("Owner"), and City of EI Segundo
("Sponsor").
WHEREAS, Owner produces the LA Street Festival (the "Event") to be held in EI Segundo, CA (the
"Venue") with promotional dates of the Event to run from August 1, 2019 to September 21, 2019 and Event
dates to run from September 20, 2019 to September 21, 2019.
WHEREAS, Sponsor desires to purchase and Owner desires to provide to Sponsor certain advertising,
marketing and promotional elements related to Sponsor's sponsorship of the Event.
NOW, THEREFORE, in consideration of the terms, covenants and conditions herein contained, the
parties agree as follows:
A. TERM' RENEWAL. This Agreement shall become effective on the date first above written and
shall expire on December 31, 2019, unless sooner terminated as hereinafter provided (the "Term").
B. OBLIGATIONS OF OWNER:
1. Owner will name City of EI Segundo as a "Contributor Sponsor" of the Event during the Term of
this Agreement.
2. Owner will provide Sponsor with a non -transferable license during the Term of this Agreement
to use the full name and logo of the Event in connection with the advertising and promotion of its products on a
worldwide basis and in all media, subject always to the approval provisions set forth in this Agreement. All
advertising and promotional uses of Owner's Trademarks are subject to the prior approval of Owner, which will
not be unreasonably withheld.
3. Owner agrees to provide Sponsor with the following benefits contained within the Contributor
Sponsor package (the "Sponsorship Benefits").
• Exhibition and Event Presence
• 200 square feet of onsite event space (10'x 20')
Logo Inclusion in on-site welcome banners (with sponsorship level designation)
• Sponsor recognition by DJ/MC at the event (two (2) mentions)
• Opportunity to run database -generating activities on-site
Benefit and inclusion in $1.5 million multi -faceted promo campaign, including:
• TV/Cable: targeted cable spots LA Designated Market Ares (DMA)
Digital: latimes.com (main & sports) Run -of -Site (ROS) promotion Aug -Sept, LA Street Festival
with 3x3 World Tour
• LA Times Print: Sports section promotion Aug -Sept, lA Street Festival with 3x3 World Tour
Outdoor billboards targeted in to DMA (frequency & locations TBD)
Agreement No. 5763
0 Print Ad - Logo will appear on all announcement ads (Spades)
" E-mail Campaign- Invitation to all registered subscribers with sponsor level designation (3 Sends)
a Website- Sponsor listing and logo on the website for 12 months with live link to sponsor URL of choice
o License to use logo(s), images and/or trademark(s) for the sponsor's promotion, advertising, or other
leverage activities
Advertising Media- Ad in event program, catalog etc. - Ad size or equal value ad in LA Times section of
choice (2 x7, 4C)
Logo presence in event program
Travel Pass email specific for EI Segundo to 88,000 subscribers
• Two (2) Half Mage ads - one in LA Tunes Business ,Section (City of El Segundo business attraction ad)
and one in LA Times Travel Section (City of El Segundo tourism ad). Design and content determined
by sponsor to promote the City of EI Segundo for business attraction and tourism marketing efforts. Full
color, full circulation on a day of the week of sponsor's choice.
• Logo in the post -event "thank you" email
• Five (5) complimentary VIP tickets for El Segundo city officials
• Opportunity to create content for sponsor activities (i.e., weekly health tips, athlete training diary etc.)
Trade Credit to Sponsor: $50,000
1. As consideration for the Sponsorship Benefits, Sponsor agrees to waive the following fees for
the Event, not to exceed $50,000. Any additional costs incurred by the Owner for city services related
to the Event will be paid by Owner.
City Permit Fees (Public Works and Planning):
« Public Works: Issuance Fee, USA Fee, Security Deposit, Inspection Fee, Plan Review
Fee, Traffic Control Fee, Street Closure Fee, Banner Permit Fee
• Planning: CEQA Consulting Fee, Special Event Permit Fee, Amplified Sound Permit Fee
Police Fees: 10 -hour shifts over 2 days: 6 Police Officers, 1 Sergeant, 1 Lieutenant, 2
Cadets
• Fire and Emergency Fees: 12 -hour shifts over two -days. One (1) Fire Marshal„ Two (2) Fire
Inspectors and a transport ambulance staffed with Two (2) EI Segundo Fire Paramedics.
Trade Credit to Owner: $50,000
2. Sponsor hereby grants to Owner a royalty -free, non-exclusive license to use and display the
Sponsor's Trademarks, only for the Term of this Agreement and only for the purposes described herein;
provided, however, no such use or advertising will be effected unless in compliance with Sponsor's
brand identification. All use of Sponsor's Trademarks must be approved prior to inclusion by Owner,
approval not to be unreasonably withheld. If Sponsor does not approve or deny approval within two
business days of Owner's request, the use shall be deemed approved.
3. Sponsor will adhere to the following guidelines and regulations of sponsorship: (a) at least 14
days prior to activating at any instance of the Event, Sponsor will provide Owner a full activation
description, including visual rendering of the proposed activation, visual rendering of attire to be wom
by Sponsor's staff, including any specific wording or messaging on that attire, and any planned
Agreement No. 5763
sampling to be conducted directly from Sponsor's activation footprint; (b) all aspects of Sponsor's
activation, including product sampling, shall not be authorized until approved in writing by Owner.
4. Sponsor must be present for entire duration of the Event, during official opening hours. No
activations may be left unattended during the Event.
5. Sponsor will be responsible for any and all costs incurred to promote its presence at the Event,
including staffing, booth, signage or on-site activations not previously outlined or promotions through
any additional advertising outside of the agreed print schedule, if any, included in this Agreement.
6. Sponsor will be responsible for costs incurred for set-up, teardown and operation of Sponsor's
promotional space at the Event.
7. Sponsor will abide by the deadlines set forth in Section D (Schedule and Deadlines) below and
agrees that missed deadlines may result in the loss of certain Sponsorship Benefits.
8. Sponsor will procure and deliver, at its expense, all promotional material that Sponsor will
display under the terms of this Agreement throughout the promotional period.
9. Sponsor will maintain its promotional space at the Event in an attractive manner throughout the
Event.
D. SCHEDULE AND DEADLINES:
At signing Sponsor Logo and URL due for LA Street Festival Website
Sponsor understands and agrees that Sponsor's failure to adhere to any deadlines set forth in this Agreement
may result in forfeiture of related Sponsorship Benefits.
E. TERMS AND CONDITIONS. This Event Sponsorship Agreement, together with the Agreement
Terms and Conditions attached as Exhibit A hereto and incorporated herein by this reference (the "Terms"),
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes
any prior or contemporaneous agreements or understandings whether written or oral. All references to the
term "Agreement" mean this Event Sponsorship Agreement and the Terms. Capitalized terms used but not
defined in this Event Sponsorship Agreement have the respective meanings set forth in the Terms. This
Agreement may be amended only by a writing signed by both parties. The following individuals are authorized
by Sponsor to make all decisions regarding exhibitor space and advertising.
Ower Contacts:
Myra Marayag
Los Angeles Times
VP, Partnerships
Myra.Marayag@latimes.com
(213) 924-7202
2300 East Imperial Highway
EI Segundo, CA 90245
Sponsor Contacts:
Barbara Voss
City of El Segundo
Deputy City Manager
310-524-2389
350 Main St.
EI Segundo, CA 90245
Agreement No. 5763
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
above.
Owner:
LOS ANGELES TIMES COMMUNICATONS LLC
Name: Mvra Maravao
Title_ VP. Partnershios
Date: 0.1-18
V)j
Sponsor:
CITY OF El. SEGUNDO
Name: Scott Mitnick
Title: Citv Manaoer
Date:
4
TIEST,
City of EI Segundo
Agreement No. 5763
EXHIBIT A
AGREEMENT TERMS AND CONDITIONS
1, Advertising Terms and Conditions, in the event Sponsor is placing advertising Min 0woer as part of this Agreement.
Sponsor understands that placement of such advertisiriq shall be subject to 0-imer's Advertising Tei -ms and Conditions. Sponsor
acknowledges ltwat Sponsor has reviewed Vie Advertising Terms and Conditions and understands and agrees shat they are
incorporated in full in this Agreement, For ease of reference, the Advertising, Terms and Conditions are available at
Fmtlrmlhalimes.comlad-lerms
2, Journalists' Indevendence. it is, under -stood and agreed by the parties that this Agreement is with the marketing
department of Owner and shall in no way influence Owner's decisions regarding editorial coverage nor shall it be interpreted as placing
any obligations whalsoeve,* on Owner's editorial department.
3. Trademarks.
(a) Soonsor's Sponsor's trademarks, product identifications, aftork and other symbols and devices
associated with Sponsor and Sponsor's products ("Sponsor's Trademarks") are and shall remain Sponsor's, property, and Sponsor shall
take all steps reasonably necessary to protect such Sponsor's Trademarks, Owner's fight to use Sponsor's Trademarks hereunder
shalt be non -assignable and non -transferable. All uses by Owner of Sponsor's Trademarks shall inure solely to the benefit of Sponsor,
(b) Owner's. Owner's trademarks, designs, artwork and other symbols and devices associated with Owner and
the Event ('Owner's Trademarks*) are and sha3 remain Owner's property, and Owner shall take all steps reasonably necessary to
protect Owners Trademarks. Sponsor's right to use Owner's Trademarks hereunder shall be non -assignable and non -transferable. All
uses by Sponsor of Owner's Trademarks shall insure solely to the benefit of Owner,
4. Bepresenlations, Warranties and Covenants of the Parties.
(a) Owner's, Warrantie
.§. Owner represents and warrants that (i) it has the (oil right and legatauthodty to enter
into and fully perform this Agreement in accordance with its terms without violating the rights of any other person: (it) Owner's
Trademarks do not infringe the trademarks or trade names or other rights of any olFier person; (iii)' it has all government licenses,
permits or other authorizations necessary to conduct the Event as contemplated in this Agreement; and (N) it will comply will) all
applicable taws, regulatlons and ordinances pertaining to the promotion and conduct of the Event and the use of any data regarding
Event participants, In the event that Sponsor is an alcohol Leverage producer or brand owner, Owner represents and warrants that it
neither owns nor has any interest in any alcohol beverage retail licensee.
(b) SDonsor's Warranties, Sponsor represents and warrants that: (i) it has the full right and legal authority to
enter into and fully perform this Agreement in accordance with its terms without violating the lights of any other person, (ii) Sponsor's
Trademarks do not infringe the trademarks or trade names or other rights of any other person; (W) it has all government licenses,
permits or other authorizations necessary to conduct its business and perform its obligations under this Agreement (iv) all products
furnished by Sponsor, if airy, shall be of high quality and shall be free from product defects and shall be merchantable and suiled for
their intended purposes; and (v) it will comply with all applicable laws. regulations and ordinances pertaining to the promotion and
conduct of the Event and the use of any data regarding Event participants Including any applicable laws, regulations and ordinances
pertaining to the advertising, promotion and display of alcoholic beverages,
5. 1QUi raincelindemnification Except as provided for in this Agreement, Owner shall be responsible for all duties and
liabilities in connection with organizing and producing activities at the Event.
(a) Each party shall obtain and maintain at its own expense, during the Term of this Agreement and for a period
of two years following the Event, (aa) statutory workers' compensation coverage in compliance with minimum statutory requrements,
(bb) employer's liability insurance with a min mum limit of $1000,,000 each accident; (cc) business, automobile liability insurance
including coverage for all owned, non -owned and hired vehicles with a minimum combined single limit of $1,000,000 each accident, if
the named insured is displaying or using vehicles at the Event or the Venue (do) professional liability errors and omissions insurance:
with a minimum limit of $1,000,000 each claim to cover each party s own activities, including infringement of copyright, title, slogan
trademark, trade name, trade dress, mark, service mark or service name, invasion, infringement or interference with rights of privacy or
publicity and defamation, including but not limited to claims of libel. slander and product disparagement, if the named insured party's
performance at the Event or Venue involves the creation of creative elements, (ee) cyber liability anchor network security and privacy
liability errors and omissions insurance with a minimum lim;t of $2,000,000 each claim, if the named insured party's performance under
this Agreement involves the collection, storage or use of personal information, and (ff) a Commercial General Liability Insurance policy
written on an occurrence basis on ISO policy form CG 00 01 12 07 or any later form providing substantially equivalent or broader
coverage, and including additional insured endorsements CG 20 10 07 04 and CO 20 27 07 04 with a minimum limit of $1,000,000
each occurrence and 52,000,000 general aggregate, which policy shall (i) specifically cover such party's contractually assumed
liabilities, (4) provide product and completed operations liability protection i(iii) provide independent contractor coverage, (ivy provide
personal and advertising liability coverage, (iv) provide liquor lability coverage if the named insured party is providing or serving
alcohol, (v) include the other party and its parent, owners partners, subsidianes affiliates, agents, successors and assigns as now exist
or are hereafter constituted, and all of their employees, directors officers, shareholders members, managers and representatives an
additional insureds by endorsement, and (vi) specify that such coverage is primary and non-contributory to any other insurance
available to the other party, for the acts or omissions of the named insured party or others acting on behalf of the named insured party
Agreement No. 5763
All required insurance policies, except professional liability errors and omissions, shall be endorsed to waive rights of subrogation
against the other party and its parent, owners, partners, subsidiaries, affiliates, agents, successors and assigns as now exist or are
hereafter constituted, and all of their employees, directors, officers, shareholders. members, managers and representatives, for the acts
or omissions of the named insured party or others acting on behalf of the named insured party. Such insurance shall be in a form
reasonably acceptable to the other party and shall have an AM Best rating of no less than A -VII, must be licensed to do business in
the state where the Event will be held, and shall require the insurer to give the other party at least thirty (30) days' prior written notice of
any reduction in coverage or cancellation. Sponsor must enter into written agreements with each subcontractor or vendor used by
Sponsor for purposes of this Agreement, with each agreement requiring such subcontractors and vendors to obtain and maintain
insurance meeting the requirements of this Agreement. If any subcontractors or vendors are unable to meet the insurance
requirements of this Agreement, Sponsor shall be responsible for ensuring that each of such subcontractors or vendors are insured
under insurance policies carried by Sponsor as required herein. Certificates of insurance including additional insured and waiver of
subrogation endorsements evidencing Sponsor's and Sponsor's subcontractors' and vendors' compliance with the insurance
requirements herein must be provided to Owner prior to implementation of this Agreement, and upon renewal of each insurance policy
The minimum limits of required insurance will in no event limit the liability or indemnity obligations of Owner or Sponsor under this
Agreement.
(b) Owner will indemnify, defend and hold Sponsor and Sponsors affiliates, and its and their respective
directors, officers, agents and employees harmless from and against any and ail liabilities, claims, suits, damages, judgments, costs
and expenses, including reasonable attorneys' fees ("Claims") arising out of or in connection with (t) the inaccuracy of any warranty or
representation made by Owner or any failure by Owner to perform any of the agreements, terms covenants or conditions of this
Agreement to be performed by Owner, (ii) Owner's acts or omissions at the Event or related to the Event, or the acts or omissions of
others acting on behalf of Owner; (iii) the use of Owner's Trademarks in the manner provided for hereunder; and (iv) any negligence or
willful misconduct of Owner's officers, directors, representatives, agents or employees at or in connection with the Event.
(c) Sponsor will indemnify, defend and hold Owner and Owner's affiliates, as now exist or are hereafter
constituted, and its and their respective directors, officers, agents and employees harmless from and against any and all Claims arising
out of or in connection with (i) the inaccuracy of any warranty or representation made by Sponsor or any failure by Sponsor to perform
any of the agreements, terms, covenants or conditions of this Agreement to be performed by Sponsor, (it) Sponsor's acts or omissions
at the Event or related to the Event, or the acts or omissions of others acting on behalf of Sponsor; (ill) the use of Sponsors
Trademarks in the manner provided for hereunder; and (iv) any negligence or willful misconduct of Sponsor's officers, directors,
representatives, agents or employees at or in connection with the Event.
(d) An indemnified party will promptly notify the indemnifying party of the existence of any claim, demand or
action giving rise to a claim for indemnification under this Agreement and wall give the indemnifying party a reasonable opportunity to
defend the same using counsel of the indemnifying party's choice and at the indemnifying party's expense.
(e) The indemnification provisions of this paragraph shall survive the termination or expiration, for whatever
reason, of this Agreement.
6. Termination.
(a) Without prejudice to any other right or remedy available to Owner at law or in equity, Owner may terminate
this Agreement immediately by delivery of notice to Sponsor at any time if any of the following events occur. (t) Sponsor fails to pay or
delays payment (in the event of such termination, Sponsor shall pay Owner for all advertising and sponsorship elements used by
Sponsor and other benefits received by Sponsor under this Agreement at the actual rate earned, as determined in accordance with the
rate structure set forth in the applicable Owner retail display advertising rate card and other price or value information published by
Owner); (ii) Sponsor fails to comply in any respect with any and all trademark provisions in the Agreement and fails to cure the same
within seven (7) days of receipt of notice of such failure; (iii) Sponsor (1) makes an assignment for the benefit of creditors, (2) is
adjudicated bankrupt, (3) files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization,
arrangement, readjustment of its debts or for any other relief under Title 11 of the United States Code or any successor or other federal
or state insolvency law ("Bankruptcy Law"), (4) has filed against it an involuntary petition in bankruptcy or seeking reorganization,
arrangement, readjustment of its debts or for any other relief under any Bankruptcy Law, which petition is not discharged within thirty
(30) days or (5) applies for or permits the appointment of a receiver or trustee for its assets; (iv) Sponsor fails to perform under any
provision of the Agreement and fails to cure such default within thirty (30) days of receipt of written notice of such default from Owner;
or (v) any of the representations or warranties made by Sponsor in the Agreement is untrue or inaccurate in any material respect or (vi)
Sponsor acts in any manner that damages Owner's reputation or injures Owners relationship with other businesses or individuals.
(b) Without prejudice to any other right or remedy available to Sponsor at law or in equity, Sponsor may
terminate this Agreement immediately by delivery of notice to Owner at any time if any of the following events shall occur: (i) Owner
fails to comply in any respect with any and all trademark provisions in the Agreement and fails to cure the same within seven (7) days of
receipt of notice of such failure; (ii) any of the events described in subparagraph 6(a)(Hi) above occurs with respect to Owner; (til) Owner
fails to perform under any provision of the Agreement and fails to cure such default within thirty (30) days of receipt of written notice of
such default from Sponsor; or (iv) any of the representations or warranties made by Owner in the Agreement is untrue or inaccurate in
any material respect.
7. Cancellation and Force Maigure. If the Event is fully or partially cancelled, Owner and Sponsor shall negotiate in
good faith (i) a refund corresponding to the value of the rights or benefits not provided to Sponsor as reasonably and equitably
determined by the parties so long as Sponsor has paid all or part of the Sponsorship Fee or provided other value to Owner pursuant to
Agreement No. 5763
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110
shall be excused from such obligation for the duration of the Force Majeure Event.
a. Assionment. Neither party hereto may assign or transfer this Agreement or any interest herein (including, but not
limited to, rights and duties of performance), nor shall the same be assignable by operation of law, without the prior written consent of
the other party, which consent may not be unreasonably withheld. However, Owner may assign its rights and obligations under this
Agreement to any present or future affiliate, subsidiary or business unit of Owner.
A. Severabifily. Should any court of competent jurisdiction find any provision of this Agreement to be unenforceable or
invalid, then such provision Miall be ineffective to the extent of the court's friding without affecting the enforceability or validity of this
Agreement's remaining provisions.
10, Confidentialitv. The parties will hold the terms and conditions of this Agreement in strict confidence, especally as it
of such terms and conditions to any other person or entity except as may be necessary in order for such party to enforce its rights
hereunder or as may be required by applicable law
11, Governino Law. The validity, interpretation and construction of this Agreement. and all other matters related to this
Agreement, shall be interpreted and goverried by the laws of the State of California, without regard to the conflicts of law prov4ons
thereof or of any other jurisdiction,
12, LgIdinas. The headings used herein are for convenience purposes only and shall not be used to construe the
meaning of this Agreement in any respect.
13. Relationshin of the Part�es. The parties hereto are independent contractors, and nothing in (his Agreement shall be
deemed or construed to create, or have been intended to create, a partnership, joint venture, employment or agency relationship
between the parties hereto.
14. Notice. Notices shall be made by registered mail or overnight delivery (i.e., Federal Express) and shall be effective
only upon receipt by the individuals listed in Section E of the Event Sponsorship Agreement. To be effective, notice to Owner must also
be received by the General Counsel at the same address
15. No Waiver. No waiver of any breach of any provision shall be deemed to be waiver of any preceding or succeeding
breach of the same or any other provision,