HomeMy Public PortalAbout11) 7H Approval of Master Agreement with Temple CIty Camellia FestivalLA #4840-4952-5542 v7
MASTER AGREEMENT
(TEMPLE CITY CAMELLIA FESTIVAL ORGANIZATION AND TEMPLE CITY)
THIS MASTER AGREEMENT (“Agreement”), is entered into this __ day of
_____, 20__, by and between the Temple City Camellia Festival, a 501(c)(4) non-profit
organization incorporated in the State of California (hereinafter referred to as
“ORGANIZATION”) and the City of Temple City, a California municipal corporation
(hereinafter referred to as “CITY”). The parties to this agreement are sometimes being
referred to individually and respectively as the “Party” or collectively as the “Parties”.
RECITALS
WHEREAS, the ORGANIZATION is a community organization created for the
purpose of organizing and operating an annual community parade and carnival, known
as the Camellia Festival; and
WHEREAS, the Camellia Festival has historic roots in the CITY, and provides
benefits to the public in the form of social, recreational and philanthropic opportunities
for the CITY’s community; and
WHEREAS, for over 70 years, the ORGANIZATION operated as an
unincorporated entity, and in 2015 incorporated as a 501(c)(4) organization for the
purpose of providing stability to the Camellia Festival; and
WHEREAS, CITY and ORGANIZATION desire to formalize the relationship
between the Parties and to enter into a long-term understanding of each Party’s duties
and obligations with respect to the organization and operation of the Camellia Festival;
and
WHEREAS, the ORGANIZATION as both an unincorporated entity and in its new
corporate form has found it difficult or impractical to secure general liability insurance to
protect itself and its members, thus, threatening the continued existence of the
organization; and
WHEREAS, the CITY is willing to include the ORGANIZATION within its umbrella
of general liability coverage through the California Joint Powers Insurance Authority
(hereinafter “CJPIA”); and
WHEREAS, the ORGANIZATION agrees that in consideration for this provision
of insurance and for such other commitments as the CITY makes in this Agreement, the
ORGANIZATION will itself commit to maintaining its 501(c)(4) status and to serving as
the entity that organizes and operates the Camellia Festival for the recreational, social,
and promotional good of the residents and businesses of the City of Temple City;
NOW, THEREFORE, the Parties agree as follows:
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AGREEMENT
1. TERM - This Agreement will become effective upon the date of its full execution
by the Parties’ authorized representatives and will continue for an initial five (5)
year term, with a succeeding three (3) year term at City’s election, unless
terminated by either party in writing by notice to other party within 90 days of
expiration of term.
2. OBLIGATIONS OF THE ORGANIZATION. The ORGANIZATION agrees to
provide/perform the following:
A. Organization of Camellia Festival
i. The ORGANIZATION agrees to annually provide and coordinate,
for the benefit of CITY and the Temple City community, a three-day
event that includes a parade and a carnival (“Festival”). The
Festival may be shortened or lengthened upon mutual written
agreement of the Parties.
ii. The ORGANIZATION agrees to also provide and coordinate a
number of related activities, including but not limited to a luncheon,
Festival “royal court” contest and appearances, and meetings for
Festival volunteers and entrants.
iii. The Festival will be held on the last full weekend in February of
each year, subject to change upon mutual written agreement of the
Parties.
iv. Provision and coordination of the Festival shall be deemed to
include the payment of all costs by ORGANIZATION, including, but
not limited to, planning, designing, marketing, and operation of the
Festival. Provision and coordination shall further be deemed to
include all activities not specifically assumed by CITY pursuant to
Section 3 hereof, including but not limited to provision of security,
securing of carnival equipment and a professional and reputable
carnival operator, contracting with food vendors, provision of tables
and chairs, provision of portable toilets and hand wash stations,
and securing equipment and services related to the parade.
v. Provision and coordination of the Festival shall be further deemed
to include the ownership and maintenance of float chassis and the
provision of such chassis to Festival participants.
vi. All labor and materials provided for provision and coordination of
the Festival will be at the sole cost and expense of the
ORGANIZATION. CITY agrees not to interfere or participate in the
fundraising activities ORGANIZATION undertakes to comply with
its obligation to pay for such labor and materials.
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vii. ORGANIZATION must annually obtain all applicable permits and
licenses required to conduct the Festival. This includes obtaining
any and all required CITY permits. The CITY reserves the right to
review each annual application for CITY permits and the discretion
to condition, modify, or deny such permits based on the then -
applicable CITY ordinances and policies.
viii. ORGANIZATION must notify all parties participating in the Festival
under the permits obtained by ORGANIZATION of any and all CITY
and other permit and license conditions and requirements.
ix. ORGANIZATION must require in all of its contracts with consultants
and vendors providing labor or materials for the Festival third -party
indemnification and insurance in favor of CITY, including the
naming of CITY as an “additional insured” on all referenced
insurance policies. This includes but is not limited to the primary
Festival vendor (carnival vendor) and the contractor providing
security for the Festival.
B. Annual Report of Festival Activities. Prior to May 15th of each year,
ORGANIZATION agrees to provide a comprehensive annual report to
CITY of its activities for the one-year period from April 1 of the previous
calendar year through March 31 of the current calendar year , including but
not limited to:
i. a financial statement showing ORGANIZATION revenues
(including, but not limited to, donations, fundraising proceeds,
investment earnings, fixed asset gains, etc.) and organization
expenditures (including, but not limited to, labor costs for the
Festival, materials costs for the Festival, costs of permits required
for the Festival, capital expenditures, salaries, etc.);
ii. a list of social/recreational events/activities provided by
ORGANIZATION to the community and/or ORGANIZATION
members during the prior year, whether part of the Festival or not;
iii. a list of any and all claims, lawsuits, potential claims, potential
lawsuits, threats of claims or threats of lawsuits made to
ORGANIZATION or its members related to ORGANIZATION
activities and a brief description of the nature of each allegation;
iv. a list of the names and titles of all Executive Board Members, their
home telephone numbers/addresses and ORGANIZATION
emergency contact information for the ensuing year;
C. Financial Accounts and Organizational Activities
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i. ORGANIZATION must keep bank accounts separate from those of
CITY and provide such records of the accounts as are necessary to
satisfy ORGANIZATION’s obligations under Subsection 2(B)
hereof.
ii. ORGANIZATION must file with the State of California and the
United States of America all organizational, financial, and tax
documentation required to maintain its 501(c)(4) status and any
additional information or documentation required by law.
iii. ORGANIZATION agrees to pay for and provide to its Festival
Director office equipment and supplies necessary for the
coordination of the Festival and ORGANIZATION’s other activities,
to be used by the Festival Director in the City-provided office space
described below.
D. Risk Management Best Management Practices
i. ORGANIZATION agrees to adhere to any CITY and/or CJPIA
policies and/or directives respecting effective risk management and
liability exposure reduction. CITY will provide ORGANIZATION
with a copy of any such policies and/or directives.
ii. At the behest of CITY, ORGANIZATION shall provide for officers,
agents, employees, contracted agents, independent contractors
and/or volunteers attendance at risk management training or
educational seminars provided by CITY, CJPIA or other CITY
designated providers.
3. OBLIGATIONS OF THE CITY. In consideration of the performance of the
obligations by ORGANIZATION of the provisions contained herein, the CITY
agrees to provide/perform the following:
A. Reservation of City Facilities for the Festival. CITY agrees to reserve all
CITY properties and facilities and coordinate the use of adjacent County
facilities necessary for the Festival for a three-day period over the last full
weekend in February of each year, unless the Parties agree in writing that
the duration of Festival is to be shortened or lengthened or the dates for
the Festival are to be changed. In such circumstance, the CITY agrees to
reserve all CITY properties and facilities and coordinate the use of
adjacent County facilities for such time and dates as the Festival is to be
held, subject to any prior reservations by third parties or the CITY or
County.
B. Participation in the Organization. City Manager or his designee shall
serve as an ex-officio member of ORGANIZATION’s Executive Board,
with no voting rights and solely for the purpose of coordinating CITY and
ORGANIZATION activities related to the Festival.
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C. Support of the Festival.
i. CITY acknowledges the Festival’s historic and current importance
to the CITY’s residents and businesses and ORGANIZATION’s
historic and current role in overseeing and directing the Festival.
The Festival provides a sense of civic pride and a gathering time for
residents to celebrate life in Temple City. It also provides eco nomic
opportunity for commercial businesses and restaurants in and
around the Festival site and parade route. The CITY’s non -
monetary contributions to the Festival, as outlined herein, are
provided as recognition of the Festival’s role in the life of Temple
City and as a means by which to strengthen the economic and non -
economic opportunities provided by ORGANIZATION’s direction,
provision, and coordination of the Festival.
ii. CITY will provide ORGANIZATION’s Festival Director office space,
access to CITY’s intranet and internet, access to CITY’s copy
machines, and use of one telephone. Such office space shall be
provided in CITY’s City Hall unless alternative arrangements for
space in another CITY facility are agreed to in writing by the
Parties.
iii. CITY staff shall submit to the City Council a request for closure of
such CITY streets and highways as are needed for the Festival or
the Festival’s parade.
iv. CITY agrees to provide such CITY personnel or contractors at
CITY’s expense, as CITY determines reasonable and necessary,
from time to time, to support ORGANIZATION operating the
Festival.
v. CITY will provide and deliver to the Festival parade site equipment
for the judging and viewing of the parade, including bleachers,
tables, chairs, and barricades. CITY and ORGANIZATION shall
coordinate the amount of such equipment and the timing of its
delivery on an annual basis. If the Parties cannot agree on the
amount of equipment and/or the timing of its delivery, the amount
and delivery time from the previous year’s Festival shall be used.
vi. CITY will hang a Festival-related street banner on Las Tunas Drive
at no cost to ORGANIZATION.
vii. CITY will store the float chassis owned and maintained by
ORGANIZATION at its City Yard and will deliver the chassis to
such location(s) as requested by ORGANIZATION for the
preparation of floats.
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viii. CITY will provide space on its CITY website and in its CITY
quarterly publication for advertising and sharing information about
the Festival, which information and advertising shall be supplied by
ORGANIZATION but may be jointly formatted by the Parties to fit
the website and publication.
ix. CITY will include in its annual budget and will provide to each
organization building a float for the Festival parade the sum of Fifty
Dollars ($50.00), to be used for float supplies. The foregoing is
subject to the City Council’s annual approval of this expense in the
CITY budget.
x. CITY will utilize its risk management staff to review all certificates of
insurance endorsements provided by ORGANIZATION’S
contractors and vendors to ensure that CITY is properly named as
an additional insured and is properly insured, indemnified, and
defended. At ORGANIZATION’s request, CITY staff will perform the
same review on behalf of ORGANIZATION.
D. Festival Sponsorship. In consideration of CITY’s support of the Festival,
ORGANIZATION agrees to designate CITY as a sponsor of the Festival
on all marketing and promotional materials for the Festival, including but
not limited to, street banners and the Festival Program.
E. General Liability Coverage. CITY agrees to secure and extend to
ORGANIZATION general liability coverage for bodily injury or property
damage to a third person or organization, in an amount and as provided
for under the Memorandum of Liability Coverage (hereinafter “MOLC”)
administered by the CJPIA of which CITY is a member and protected
party. Such coverage will be limited as provided in the MOLC. CITY
agrees to incur any incidental or incremental costs incurred in bringing
general liability coverage for the ORGANIZATION within the MOLC,
F. Provision for Additional Protected Party CITY agrees to include and
provide verification and certification of coverage for the ORGANIZATION
as an additional protected party. Said verification and certification will be
in an amount as required by the named Additional Protected Party
provided that such amount is within the coverage limitations of the MO LC.
CITY agrees to provide written notification to ORGANIZATION of
proposed termination or cancellation of coverage at least thirty (30) days
prior to the date of termination or cancellation of coverage.
G. Non-Coverage/Express Exclusions. CITY makes no representation and
expressly excludes any obligation to provide any other insurance or
financial assistance, including, but not limited to:
i. grants or loans for the operation, provision, or coordination of the
Festival, except as the City may subsequently determine in the
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exercise of its sole discretion are within the public interest to
provide;
ii. workers compensation coverage;
iii. medical/health benefits, disability benefits and unemployment
insurance for ORGANIZATION officers, agents, employees,
contracted agents, independent contractors or volunteers;
iv. general liability for acts or conduct of ORGANIZATION’s officers,
agents, employees, contracted agents, independent contractors or
volunteers that are outside of the scope of their responsibilities as
officers, agents, employees, contracted agents, independent
contractors or volunteers of the ORGANIZATION;
v. officers Errors & Omissions liability coverage;
vi. property loss (including loss due to theft or fire);
vii. all other exclusions as provided in the MO LC, incorporated by
reference herein, as between CITY and CJPIA.
H. Non-Interference. Unless otherwise provided herein, CITY agrees not to
direct, demand, dictate, control, influence, or otherwise interfere with the
conduct and decision-making of ORGANIZATION’s activities, efforts,
business dealings, and/or operations. CITY neither desires nor expects to
participate in, or otherwise influence, ORGANIZATION policy, direction,
methodology, business practices and/or organizational structure. The
foregoing shall not be deemed to relieve ORG ANIZATION from its duty to
provide an annual reporting to the CITY as set forth in Section 2(B) of this
Agreement.
4. NON-EMPLOYEES OF CITY - All ORGANIZATION officers, agents, employees,
contracted agents, independent contractors or volunteers acting pursuan t to the
obligations of this Agreement, will, at all times under this Agreement, remain and
continue to be officers, agents, employees, contracted agents, independent
contractors or volunteers of the ORGANIZATION working for and acting on
behalf of, or for the benefit of, the ORGANIZATION and will, at no time, be
considered or construed to be, officers, agents, employees, contracted agents,
independent contractors or volunteers of CITY.
5. TERMINATION
This Agreement may be terminated by either Party, with or without cause, upon a
minimum 120 days prior written notice to the other Party. Nothing in this
Paragraph limits or relieves any Party from any obligation or liability imposed
upon said Party incurred prior to its termination pursuant to this Paragraph.
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6. AMENDMENTS
This Agreement may be amended, in whole or in part, at any time, provided that
such amendment(s) is executed in writing and signed by the duly authorized
representative of each Party. Amendments cannot invalidate this Agreement but
may relieve or release either Party from certain obligations contained herein.
7. RELEASE AND WAIVER
ORGANIZATION agrees to waive, release and hold harmless the CITY and its
officials, employees, agents and volunteers from any and all demands, causes of
action, obligations, judgments and/or claims, including costs and/or attorney’s
fees, arising out of, or in any way relating to, ORGANIZATION’s obligations
under this Agreement. In addition, CITY will not be liable to ORGANIZATION for
any claims or damages arising from any decision by CJPIA providing or denying
coverage to ORGANIZATION.
City shall indemnify, defend, and hold harmless the ORGANIZATION and its
officers, employees, and agents (“Organization indemnitees”), from and against
any and all causes of action, claims, liabilities, obligations, judgments, or
damages, including reasonable legal counsels’ fees and costs of litigation
(“claims”), arising out of bodily injury or property damage to a third person or
organization, except for such loss or damage arising from the sole negligence or
willful misconduct of the ORGANIZATION. The City will not be liable to
ORGANIZATION for any claims or damages arising from any decision by CJPIA
to deny coverage to ORGANIZATION.
8. THIRD PARTY BENEFICIARIES: ASSIGNMENT
This Agreement will not confer any rights, privileges, benefits and/or
expectancies upon any third party and will only be construed to confer rights,
privileges, benefits and/or expectancies upon the Parties to this Agreement . Any
benefits alleged to be conferred to third parties are purely incidental and not
intended by the Parties to this Agreement. This Agreement may not be assigned
to any third party or successor of the Parties.
9. MERGER - This Agreement represents the entire understandings and
commitments of the Parties and supersedes any and all prior or
contemporaneous agreements by the parties, oral or written.
10. NOTICES/AUTHORIZED REPRESENTATIVES - Notices and/or notifications
required to be made pursuant to this Agreement will be made to the following
designated Authorized Representatives of the Parties:
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“ORGANIZATION” “CITY”
Temple City Camellia Festival
9633 Las Tunas Drive
Temple City, CA 91780
City Manager
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives:
“ORGANIZATION”
Temple City Camellia Festival
Festival Director
Date
“CITY”
City of Temple City
City Manager
Date