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19-048 Silicon Valley Clean Energy, Sponsorship Agreement, Earth Day & Arbor Day FestivalCITY OF a SPONSORSHIP AGREEMENT CUPERTINO The City of Cupertino is a municipal corporation and is hosting Earth Day & Arbor Day Festival on or about April 13, 2019 for which City is accepting sponsorships. Silicon Valley Clean Energy is not for profit Joint Powers Authority and desires to sponsor this festival in accordance with City's sponsorship policy and the sponsorship application. Therefore, City and Sponsor enter into this Sponsorship Agreement as follows: 1.This Sponsorship Agreement is between the City of Cupertino, a municipal corporation ("City"), and Silicon Valley Clean Energy , 333 W. El Camino Real, Suite 290 Sunnyvale, CA 94087 ("Sponsor"), a not for profit Joint Powers Authority in connection with festival being sponsored. 2.Term. This Agreement begins on January 31, 2019 and ends on April 13, 2019 unless extended or terminated in writing. 3.Sponsorship Policy. Sponsor has read the City's sponsorship policy and agrees to comply with the policy. The policy is attached as Attachment A and incorporated herein by reference. 4.Sponsorship Application. City requires Sponsor to submit a sponsorship application. Sponsor has submitted said application and agrees to its requirements. City has approved the application which is included as Attachment B and incorporated herein by reference. Per the Sponsorship Application, Sponsor understands it may not receive exclusive rights to benefits unless approved by the relevant City Department Head or his/her designee ("Department Head"). 5.Coordinators and Primary Contacts. The Parties designate the following persons as Coordinators and Primary Contacts for this Sponsorship Agreement. Sponsor's designation and any substitution are subject to City approval. For City: Name: Misty Mersich Position: Sustainability Manager Contact: mistym@cupertino.org, 408-777-3362 For Sponsor: Name: Paige Wenzel Position: Community Outreach Coordinator Contact: paige.wenzel@svcleanenergv.org 408-721-5301 6.Marketing. In accordance with the Sponsorship Policy, Sponsor may not use City's logo in any way without the written permission of the Department Head and approval from the City's Public Information Officer. If permission is granted, all materials must be reviewed and approved in writing by the Department Head. RF 1.24.19 CITY OF a SPONSORSHIP AGREEMENT CUPERTINO Sponsor will provide its logo within 30 days prior to the event(s) in AI, EPS, PDF or High-Resolution JPEG format. It is understood and agreed that City has permission to use Sponsor's logo on printed material and other marketing materials related to the events and programs being sponsored. Any publicity generated by Sponsor related to the sponsored event must reference the City. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or under this Sponsorship Agreement without prior written approval from City. 7.Display Booth. If the sponsorship involves a display booth, Sponsor authorizes City to inspect Sponsor's display booth at any time prior to or during an event. Restrictions on items Sponsor may distribute at an event will be provided prior to the event. Sponsor may distribute only their own organization's materials and may not distribute materials for any other organization. Any request to share or give the booth to another organization must be approved in writing by the Department Head prior to the event. 8.Indemnification. Sponsor agrees to indemnify and hold harmless the City and its officers, officials, employees, agents and volunteers against any and all suits, claims, damages, liabilities, costs and expenses, including attorney fees, arising out of this Agreement, caused by or related to the negligence, recklessness, or willful misconduct of Sponsor, its employees, subcontractors, or agents. This includes any claim or liability for copyright infringement, patent rights, or violation of intellectual property rights. 9.Insurance Requirements and Waivers. RF 1.24.19 a.Sponsor may be required to provide proof of insurance, including an insurance certificate and any amendatory endorsements effecting coverage required by this Sponsorship Agreement. If required, all insurance certificates and endorsements a.re to be received and approved by City prior to sponsored event. Depending on the nahire of the sponsorship, the following insurance requirements may apply: z.Commercial General Liability: Insurance covering on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, it must apply separately to this project/event/location, or be twice the required occurrence limit. f;2l General liability insurance is required if sponsor will have a physical presence at the event or program (e.g., booth or table) and one or more of the following applies: .. ... ... _ ' .. CITY OF m SPONSORSHIP AGREEMENT CUPERTINO 1.Sponsor engages in any physical demonstration/presentation (other than providing verbal and/or paper information) 2.Sponsor requests or allows any form of physical participation by the public (other than receiving verbal and/or paper information) 3.Sponsor sells or gives away any product, including food or drinks of any kind 0 Notwithstanding the prior section, general liability insurance is not required if sponsor will have a physical presence at the event or program (e.g., booth or table) but limits its activities to one or more of the following: 1.Providing information verbally and/or on paper 2.Giving away small, low-value items (e.g., key chains, pens) 0 General liability insurance is not required if sponsor will have no physical presence at the event. ii.Automobile Liability: Insurance with limits no less than $1,000,000 per accident for bodily injury and property damage. Exl Required if automobile is used to perform Sponsor activities. 0 Not required if sponsor will not be using a vehicle for any purpose related to the sponsorship. b.All Sponsor participants that will have a physical presence at the event are required to sign a liability waiver. 10.Ownership of Materials. To the extent Sponsor prepares written material, drawings or data in connection with this Sponsorship Agreement, City, will have property rights to those materials unless otherwise agreed to by the Parties. 11.Cancellation of Events or Program. City retains full control over the program, event or service covered by this Agreement. City reserves the right to cancel the program or event at any time. If the event is cancelled, City will endeavor to notify Sponsor prior to the event. City will issue a refund (either pro-rated based on benefits or a full refund). 12.Endorsements. By entering into this Sponsorship Agreement, City is in no way endorsing Sponsor's organization, products, services or employees. 13.Assignment. This Sponsorship Agreement is not assignable. Sponsor may not substih1te another or transfer any rights or obligations under this Agreement. 14.Termination. City may terminate this Agreement immediately, with or without cause, upon written notice to Sponsor. RF 1.24.19 CITY OF Im SPONSORSHIP AGREEMENT c.oGoverning Law, Venue and Dispute Resolution. This Agreement is governed by the laws of the State of California. The venue for a legal action or proceeding is the Santa Clara Superior Court, County of Santa Clara, State of California. This Agreement is subject to the Government Claims Act. The Parties may seek mediation to resolve disputes arising under this Agreement. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. In accordance with the law, the prevailing party may seek and be entitled to reasonable attorney fees and costs. This Section survives this Sponsorship Agree ment. ·16. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 17.Execution. By signing this Agreement, Sponsor warrants and represents it has the right, power, and authority to enter into this Agreement and be bound by its terms. IN WITNESS WHEREOF, the parties have caused this Sponsorship Agreement to be executed. Sponsor Silicon Valley Clean Energy/--<-�-� � � � Name C;i1Y161'\ boJo-. Ch�nd� Title (h,ef t:-)le.e,v1.hVf Oi-f; Ur­ Date 3/.2o / 1 "I Tax I.D. No.: %/,.. 2/ -L8tc3 £. APPROVED AS TO FORM: HEATHER MINNER City Attorney ATTEST: RF 1.24.19 CITY OF CUPERTINO A Municipal Corporation By� Name Timm Borden Title Interim City Manager Date "3 � Jr J "• A ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) � 4/3/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INF ORMATION ONLY AND CONFER S NO RIGHT S UPON THE CERTIFICATE HOLDER . THIS CERTI FICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endor sed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER lntegra Insurance Services, Inc. 14107 Winchester Blvd., Suite V Los Gatos CA 95032 INSURED SILl-13 Silicon Valley Clean Energy Authority 333 W. El Camino Real, Ste 290 Sunnyvale CA 94087 COVERAGES CERTIFICATE NUMBER: 1888236907 �����cT Alicia Rosas r.��Ntl'o M• 408-335-1201 ioMl��ss: arosas@intema-insuran ce.com INSURER(S) AFFORDING COVERAGE INSURER A : Lloyd's of London INSURER B : United Finan cial Casualty INSURER C: INSURER D: INSURER E: INSURER F: I FAX IA/C N ol: 408-354-3454 NAIC# REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SR LTR A B A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY -� CLAIMS-MADE 0 OCCUR --GEN'L AGGREGATE LIMIT APPLIES PER: Fl D PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY -ANY AUTO DLOC -ALL OWNED X SCHEDULED AUTOS _ AUTOS X X NON-OWNED HIRED AUTOS _ AUTOS - UMBRELLA LIAB H OCCUR -EXCESS LIAB CLAIMS-MADE DED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATION S below Cyber Liability ADDL SUBR POLICY EFF POLICY EXP ,,.,on '""'n POLICY NUMBER IMM/DD/YYYYI I M M/DD/YYYYI y LBV\/649453 10/31/2018 10/31/2019 y 06244588-1 6/27/2018 6/27/2019 N/A ASF18F004755 12/20/2018 12/20/2019 LIMITS EACH OCCURRENCE DAMAGE TO RE NTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS -COMP/OP AGG PE�������llNGLE LIMITBODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE /Per accident\ EACH OCCURRENCE AGGREGATE I �ffruTE I I OTH-ER E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT Limit: Deductible: $1,000,000 $100,000 $5,000 $ Excluded $2,000,000 $ Excluded $ $1 000000 $ $ $ $ $ $ $ $ $ $ 1,000,000 15,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: City's Earth Day & Arbor Day Festival on April 13, 2019 Certificate holder is included as Additional Insured under the blanket additional insured endorsement atta ched. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Cupertino 10300 Torre Ave. AUTHRcED REPRESENTATIVE Cupertino CA -----crcl-,V(___ */'yt.-e/h.xt. I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ANY PERSON OR ORGANIZATION AS LOCATIONS AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH CONTRACT THE INSURE D A.SECTION II -WHO IS AN IN SURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location (s) designated above. A person's or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or"property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: LBW649453 Named Insured: SILICON VALLEY CLEAN ENERGY AUTHORITY Endorsement Effective date: 10/31/2018 BW 000 859 08/ 2012 Included co pyrighted mate rial of ISO Properties, INC. with its permission Page 1 of 1 Misty Mersich From: Sent: To: Cc: Subject: Hi Misty, Paige Wenzel < paige.wenzel@svcleanenergy.org > Tuesday, April 2, 2019 1:18 PM Misty Mersich Lauren Dickinson RE: Register for Cupertino's Earth & Arbor Day Festival! Confirming that you can check those boxes on the agreement. I've requested the insurance certificates and will send them over ASAP. Thanks, Paige Wenzel Community Outreach Specialist (408)721-5301 x10220,--1 · 1·· .--,, .. 11·· LI r\· .:, L l_ ,, I'\ ',/I\. _L '( CLEAN ENERGY SVCleanEnergy.orq I Follow us @SVCleanEnergy From: Misty Mersich <MistyM@cupertino.org> Sent: Tuesday, April 2, 2019 11:46 AM To: Paige Wenzel <paige.wenzel@svcleanenergy.org> Cc: Lauren Dickinson <LaurenD@cupertino.org> Subject: RE: Register for Cupertino's Earth & Arbor Day Festival! Hi Paige, Actually, I need to be more specific. What I need is the endorsement certificates for General Liability and Auto insurance. Also, there were a few boxes on the agreement, clause #9 that I need to check, but the agreement is already signed so the City Attorney's office would like me to get SVCE's e-mail confirmation that I can select the boxes that are suitable for your insurance type. Please confirm SVCE's insurance and the boxes I have checked below in yellow: Thanks! -Misty 9.lnsurance Requirements and Waivers. a.Sponsor may be required to provide proof of insurance, including an insurancecertificate and any amendatory endorsements effecting coverage required bythis Sponsorship Agreement. If required, all insurance certificates andendorsements are to be received and approved by City prior to sponsoredevent. Depending on the nature of the sponsorship, the following insurancerequirements may apply: i.Commercial General Liability: Insurance covering on an "occurrence"basis, including 1 property damage, bodily injury and personal &advertising injury with limits no less than $1,000,000 per occurrence. Ifa general aggregate limit applies, it must apply separately to thisproject/event/location, or be twice the required occurrence limit. jg!General liability insurance is required if sponsor will have a physicalpresence at the event or program (e.g., booth or table) and one or more of the/allowing applies: 1.Sponsor engages in any physical demonstration/presentation (other than providing verbal and/or paper information) 2.Sponsor requests or allows any form of physical participation by the public (other than receiving verbal and/or paper information) 3.Sponsor sells or gives away any product, including food or drinks of any kind D Notwithstanding the prior section, general liability insurance is not required if sponsor will have a physical presence at the event or program (e.g., booth or table) but limits its activities to one or more of the following: 1.Providing information verbally and/or on paper 2.Giving away small, low-value items (e.g., key chains, pens) D General liability insurance is not required if sponsor will have no physical presence at the event. ii.Automobile Liability: Insurance with limits no less than $1,000,000 per accident for bodily injury and property damage. jg! Required if automobile is used to perform Sponsor activities. D Not required if sponsor will not be using a vehicle for any purpose related to the sponsorship. Misty Mersich Sustainability Manager Cit y Manager's Office MistyM@cupertino.org (408)777-3362 CUPERTINO 0f)000@0 From: Misty Mersich Sent: Tuesday, April 2, 2019 9:41 AM To: 'Paige Wenzel' <paige.wenzel@svcleanenergy.org> Cc: Lauren Dickinson <LaurenD@cupertino.org> Subject: RE: Register for Cupertino's Earth & Arbor Day Festival! Hi Paige, Can you please send your proof of insurance? Thanks, Misty 2