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HomeMy WebLinkAboutContract 1653 4C3 7 C ft • SPONSORSHIP AGREEMENT (KevaWorks, L.L.C.) THIS SPONSORSHIP AGREEMENT ("Agreement") is entered into this 1 nay of IVVA , 2016, on the terms and conditions provided below, by and between the KEVAWORKS, LLC, a Washington limited liability company ("KevaWorks"), as the organizer, producer, and manager of the FallFest, and the CITY OF CATHEDRAL CITY, a California municipal corporation ("Sponsor" or "City"), as a financial sponsor of FallFest. RECITALS A. KevaWorks intends to hold a community event commonly known as FallFest ("Event") within the City of Cathedral City, County of Riverside, California from October 20, 2016, through October 30, 2016. KevaWorks is the producer, organizer, and manager of the Event. B. The City has issued Special Use Permit #16-008 (the "SUP"), a true and correct copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference, which authorizes the Event to be held in the City under the terms and conditions set forth the SUP. The event will take place on property owned or controlled by the City as detailed on the SUP. C. KevaWorks desires Sponsor to be a sponsor of the Event. D. Sponsor desires to be a sponsor of the Event subject to the terms and conditions provided in this Agreement. OPERATIVE PROVISIONS NOW, THEREFORE, for good and valuable consideration, the adequacy, value and receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. SPONSORSHIP. KevaWorks agrees that it will be the promoter, producer, organizer, manager, and operator of the Event and provide all such services and take all such actions reasonable necessary to hold the Event in a successful manner. In consideration of Sponsor's support as set forth in Section 2 below, it is agreed that Sponsor will be considered a sponsor of the Event and is entitled to all of the benefits described in Sections 2(c) and 4 of this Agreement. 2. SUPPORT AND PAYMENT. KevaWorks and Sponsor agree as follows: (a) Sponsor shall waive collection of any application fees for the SUP. (b) Sponsor will provide in-kind services including public works support, crowd control barriers, portable toilets, trash service, electrical power for the - 1 - RIV#4832-4222-0338 v1 Event with the exception of power for carnival rides which will be powered by their own generators, and free parking to attendees of the Event in the City's parking structure. (c) KevaWorks shall pay to the Sponsor rent for use of Sponsor's property for the Event in the amount of ten percent (10%) of entry fees plus reimbursement of a portion of additional sponsorship fees obtained as a result of the Sponsor's efforts as specified in Section 5 of this Agreement below. KevaWorks shall maintain reasonable documentation of such revenue which shall be subject to review and inspection by the Sponsor upon reasonable notice. 3. TERM. The term (hereinafter the "Term") of this Agreement shall commence on the date this Agreement is executed by both parties and shall end at the conclusion of Event-related activities. 4. BENEFITS TO SPONSORSHIP. KevaWorks agrees to provide, and to take all actions and incur all costs reasonable necessary to provide, the benefits described below to Sponsor prior to and during the Event as coordinated by KevaWorks and Sponsor: (a) Sponsor's designated logo will be prominently displayed on the official program, banner, merchandise, and/or promotional items for the Event. (b) Sponsor's name shall be prominently displayed on all Event posters, flyers, and other advertisements. (c) Sponsor's logo shall be prominently displayed on KevaWorks' Event website and an active link to Sponsor's website home site. 5. RETENTION OF ADDITIONAL SPONSORSHIPS BY CITY. Sponsor, at its sole discretion, may attempt to retain additional sponsorships by third parties for the Event. Sponsor has no affirmative obligation to attempt to secure any such additional sponsorships. In the event Sponsor secures any such additional sponsorships from such third parties, KevaWorks shall pay to Sponsor forty percent (40%) of the total funds donated in connection with any and all such sponsorships. Any such payments shall be considered part of the rent for the use of Sponsor's property as specified in Section 2(c) of this Agreement above. 6. SPONSOR'S NAME, LOGO, ETC. Sponsor will provide KevaWorks with any names, logos, seals, servicemarks, trademarks or similar identifiers that are approved by Sponsor solely for use by KevaWorks in providing the benefits listed in Section 4 of this Agreement. Under no circumstances may KevaWorks refer to the Event as the "City of Cathedral City FallFest" or use the name of the Sponsor in the title of the Event. Instead, Sponsor shall be referred to as a "Sponsor" of the Event. 7. OWNERSHIP BY SPONSOR OF ITS MATERIALS. Sponsor shall own all rights, title and interest in and to all work, product and services created by Sponsor in connection with its sponsorship hereunder. Except as expressly provided herein for purposes of carrying out its obligations hereunder, KevaWorks shall not have any right, - 2 - RIV#4832-4222-0338 v1 title or interest in any copyright, trademark or any other rights in any such work, product and services produced or performed by Sponsor under this Agreement. 8. INDEMNIFICATION. KevaWorks shall indemnify, defend (with legal counsel reasonable acceptable to Sponsor) and hold harmless Sponsor, its officials, officers, directors, employees, agents, and representatives from any and all liabilities, costs, and expenses, including, without limitation, reasonable attorney fees, which may be incurred by any or all of them arising out of any claims or suits which may be brought against them by reason of any injuries or damages caused by or resulting from the Event and/or activities of KevaWorks pursuant to this Agreement. 9. LIMITATION OF LIABILITY. (a) In no event will either KevaWorks or Sponsor, their officials, officers, directors, affiliates, employees, agents, representatives, or shareholders be liable (either in contract, warranty, tort, or otherwise) to the other or any of its officers, directors, affiliates, employees, agents, representatives, or shareholders for any consequential, incidental or indirect damages, including costs, profits, or for any exemplary or punitive damages. (b) The parties agree that neither party will be liable for acts of God, fire, accidents or other occurrence beyond their reasonable control (whether like or unlike any of these enumerated herein) which prevent either party from partially or completely performing its obligations hereunder. (c) In no event shall Sponsor have any responsibilities, obligations, or liabilities with regard to the producing, promotion, organizing, managing, holding, or operation of the Event, with the sole exception of the in-kind services specified in Section 2(b) of this Agreement. Sponsor's responsibilities, obligations and liabilities shall be strictly limited to the support specified in Section 2 of this Agreement. 10. TERMINATION. (a) This Agreement may be terminated: (i) By either KevaWorks or Sponsor if the other party breaches any of the material terms of this Agreement, which default is not cured within thirty (30) days following written notice of such default of the defaulting party. If the default is not cured within the thirty (30) day period, the non-defaulting party may terminate this Agreement by giving notice of its decision to do so. (ii) In the event that either party becomes insolvent, makes an assignment for the benefit of creditors, becomes the subject of any bankruptcy, reorganization or arrangement proceeding or defaults in any obligation which default would foreclose such party from exercising its right or prevent it from paying its obligations hereunder, then such action shall be a default hereunder and this Agreement may be terminated by written notice to the defaulting party. - 3 - RIV#4832-4222-0338 v1 (b) Notices shall be sent via U.S. Postal Service registered mail, return receipt requested, to the individual identified in Section 18 below. (c) In the event KevaWorks fails, prior to or during the Event, to deliver all Sponsor benefits as outlined in Sections 2(c), 4, and/or 5 above for any reason other than as a result of: 1) breach of Sponsor; or 2) acts of God, fires, accidents or other occurrences beyond the reasonable control of KevaWorks (whether like or unlike any of these enumerated herein), Sponsor, in addition to all other rights and remedies available at law or in equity, shall be entitled to a refund commensurate to the benefits' value. The benefits' value is to be mutually agreed upon by Sponsor and KevaWorks. 11. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS. (a) Sponsor represents and warrants to KevaWorks: (i) that Sponsor has the full power to enter into this Agreement; (ii) that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of Sponsor; (iii) that the individual signing this agreement is authorized to execute this Agreement on behalf of Sponsor; (iv) that Sponsor's execution delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under, an agreement or instrument to which Sponsor is bound; and (v) the Sponsor's sole representation is as a sponsor of the Event and its obligations and responsibilities are limited by the terms of this Agreement. (b) KevaWorks hereby represents and warrants to Sponsor: (i) that KevaWorks has the full power to enter into this Agreement; (ii) that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of KevaWorks; (iii) that by entering into this Agreement, KevaWorks is not in default of any obligation to any third party; (iv) that KevaWorks' execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which KevaWorks is bound; - 4 - RIV#4832-4222-0338 v1 (v) that KevaWorks has obtained all permits or licenses necessary for it to hold the Event; (vi) that KevaWorks will function as the organizer, manager, and producer of the Event and will maintain full responsibility for the organization, management, and production of the Event; and (vii) that KevaWorks has the necessary insurance to hold the Event as required in Section 12 below. (c) Unless otherwise explicitly stated in this Agreement, KevaWorks and Sponsor disclaim all warranties, whether express or implied, written or oral, with respect to any goods or services to be provided hereunder or any component or part thereof, including any implied warranty of merchantability or fitness for a particular use. 12. INSURANCE. KevaWorks agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "B" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by Sponsor as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Sponsor's City Manager. KevaWorks agrees to provide Sponsor with copies of required policies upon request. 13. NO PARTNERSHIP OR JOINT VENTURE. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between the KevaWorks and Sponsor. Each party is to remain an independent entity. KevaWorks shall be considered as the promoter, producer, organizer, manager, and operator of the Event. Sponsor shall be considered only as a sponsor of the Event. 14. INDEPENDENT CAPACITY. Neither party shall have the right to obligate the other in any manner whatsoever, and nothing herein contained shall give or is intended to give any right of any kind to an third party. Neither party may assign this Agreement without prior written consent of the other party. 15. WAIVER. No waiver or relinquishment of any right, explicit or implicit, created by this Agreement at any one time or times shall be deemed a waiver or relinquishment of that right for all or any other times. 16. SEVERABILITY. To the extent that any provision herein is held invalid, then the provision shall be deemed to be deleted and the remaining provisions shall remain in full force and effect. 17. CALIFORNIA JURISDICTION. This Agreement shall be construed under the laws of the State of California. Each party hereto acknowledges that this Agreement is entered into and is to be performed within the jurisdiction of the State of California and that the courts of the State of California shall have jurisdiction over any and all claims, controversies, disputes and disagreements arising out of this Agreement or breach thereof. - 5 - RIV#4832-4222-0338 v1 18. SPONSOR NAME, CONTACT NAMES, ADDRESSES. The following is the name Sponsor wishes the KevaWorks to use in all promotional activities in which Sponsor is to be included: "City of Cathedral City." The individuals and addresses listed below are where all correspondence between Sponsor and KevaWorks shall be sent unless otherwise requested: SPONSOR: Chris Parman, Marketing Manager City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City, California 92234 KEVAWORKS: Craig Herkimer Kevaworks, LLC 69730 Highway 111, Suite 106 Rancho Mirage, California 92270 19. RESPONSIBILITIES AND BENEFITS. KevaWorks and Sponsor hereby agree to all responsibilities and benefits as stated above and will promote each other to the best of their ability, and within the guidelines of this Agreement for and during the Event. 20. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same document. 21. CAPTIONS. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Agreement. 22. REPRESENTATION BY COUNSEL. Each party hereto has had the opportunity to seek the advice 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 ambiguity existing herein shall not be interpreted against any party on the ground that it was the drafter. 23. ENTIRE AGREEMENT. This Agreement sets forth the final and complete understanding of the parties. It is understood and agreed that there are no other representations with respect to this Agreement and that this Agreement supersedes all prior discussions, agreements and undertakings relating to the subject matter hereof. It is further agreed that the rights, interest, understandings, agreements and obligations of the respective parties pertaining to the subject matter of this Agreement may not be amended, modified or supplemented in any respect, except by a subsequent written instrument evidencing the express written consent of each of the parties hereto and duly executed by the parties. IN WITNESS WHEREOF, KevaWorks and Sponsor have executed this Agreement as of the date first written above. - 6 - RIV#4832-4222-0338 v1 KEVAWORKS, LLC By: C y/ir►./ i�, Craig H rkimer Its: Managing Member Title CITY OF CATHEDRAL CITY B 11.. Sri Charles McClendon, City Manager ATTEST: l.IA4. .A ._ %, 1431, - Gary Howe* ity erk APPROVED AS TO FORM By: MCA-� `6V Eric S. Vail, C ttorney - 7 - RIV#4832-4222-0338 v1 EXHIBIT "A" SPECIAL USE PERMIT 16-008 (TO BE ATTACHED) - 8 - RIV#4832-4222-0338 v1 (Stan Use Only) CITY OF CATHEDRAL CITY (760)770-0374 Case No.: Fax- (760)202-1460 St1 P b+ fL �� 68-700 Avenida Lalo Guerrero Related Files: Cathedral City Cathedral City. CA 92234-7031 SPECIAL USE PERMIT FOR TOWN SQUARE It is advisable to submit applications for review 60 days prior to commencement of the use or event to ensure adequate review of the application. If you have any questions while completing this application,please ask a member of the Planning Department for assistance. In addition to this application, you must reserve a date for your event with the Planning Department. For recurring events, a schedule must be submitted every 3 months. In order for the City to process a Special Use Permit Application, the application fee must be submitted with the completed application. Depending on the type of event,you may be required to provide a Clean-up/Damage Deposit. Incomplete applications will not be accepted (or process may be delayed). Per the City Council, Carnivals or Circuses are not allowed in the Town Square. All applicants for events in the Town Square must be Non-Profit Groups subject to Sections 501 (c) (3), 501 (c) (4), 501 (c) (5), 501 (c) (6), 501 (c) (7), 501 (c) (8), 501 (c) (10), AND 501 (c) (19) of the Internal Revenue Code. (PLEASE PRINT OR TYPE) CHECK TYPE OF USE OR EVENT 14 Festival ❑ Concert ❑ Parade/Race/Marathon ❑ Other Special Event DESCRIPTION OF USE OR EVENT C,- LUT Location: U:N :3 e _.f` . 1 PrL NJ ' . L • ':T k. eta Date(s) of Event: ID / 20/ t ti through: 10 / 30/ lie Start of Set Up -- : am/pm 10 I I - Tear Down 'c' • 7 "' .am/pm 1Y1-TH `�prn•qPM Hours of Event: Start: : am/pm through : am/pm ►ignr•l% N Anticipated attendees: ❑ 1-100 ❑ 100-500 ❑ 500-1,000 get 1,000-4,0001 ❑ over 4,000 zP`AF Will food be prepared or served: 44 Yes ❑ No Will alcohol be served: Yes ❑ No Will there be live entertainment: oi Yes ❑ No Will there be searchlights: ❑ Yes*jal No *Searchlights need FAA approval and completion of their application. (See staff for FAA application). If yes, provide a description of the live entertainment. W1✓ PLPtr\) Ti k4Mi \ STAC,t W1 Tti LIV MUSiL, EaiDPNI- SoN)Al• Sunl CRRtVAL 1)P-IL-1 iM Tri yp .11{ ;rn/Ef2► L1(m I1 /6 r i UC m-11(?r✓1 izr`1lgIV\ For the following, please use an attached sheet of paper to complete the responses(if necessary). Will there be loud speakers or amplification: &IL Yes ❑ No Fc i Lev "^�s tc-- Will streets or driveways be temporarily closed: IA Yes ❑ No(If yes,provide details on attached Site Plan) What kinds of temporary structures will be used and how will they be fastened to the ground? CIV.N■u'M P.1c t S / S ( iLL C ' / Tr`.1.)TS W f cAfiGite-S (S1 ,vavte5) eN2A 12-t PeS R- R S F/-F/ Went tt <c j S I�►.1b t ft5 / / g .< Will the event require Police, Fire, or Public Works Department assistance? ❑ Yes 13 No • Will there be private security? &Yes ❑ No The billable rate for police officers is$65 an hour and will be billed to the applicant. SUBMITTAL REQUIREMENTS: O Application Fee: $510. ❑ Non-Profit License. ❑ Clean-Up/Damage Deposit of$600 may be required. 10, 4 copies of Site Plan using form provided by staff(attached) ❑ Please show location of the event,including buildings,temporary improvements,portable restrooms,vendor locations,parking areas and driveways. ❑ Show any street closures on the attached Site Plan. ❑ Show the location of any lighting,generators,and/or restrooms on the attached Site Plan. ❑ Show location of refuse containers and dumpsters on the attached Site Plan. O if event is on City property or public right-of-way,provide insurance policy or policies naming the,its officers,agents and employees as additional insured,issued by a company satisfactory to the City Attorney,and in an amount determined to be adequate for the risks involved in the activity,as determined by the Community Development Director. ❑ Proof of Insurance for$1,000,000 for Liability. O Provision of Health Permits,ABC License,Budding Permits and/or Resale Permits. All Riverside County Health Department requirements must be satisfied.' l►L L PEE t - ❑ Provision of any other Permits required by City,State,or Federal Governments. Ae, P-E -►1r-ed ❑ Food is prohbited from being served on the steps of City Hall. ❑ Signage Plan for street closures and directions to the event. ❑ Any event that has more than 3 occurrences needs approval from the City Council r:f rr O A quarterly schedule needs to be approved by the City for recurring events.This includes dates,times,and NIA entertainers. ADDITIONAL INFORMATION (Provide any necessary general information regarding event or any special needs for the event. Attach additional sheets if necessary.) See i k•-aCV1 fCt APPLICANT C, Name: C RP-KG NCr'k-1Irn C Phone Number: 7(0C ci '2(nk) Company: Y V C\1rti o t L i, LLCM Fax Number l t rl CJ)A - o4 Address: LOCI-1 4W'J I I 1 51-t_ 'RI) City: lv iC CY11VLtt) Zip Code: C1 EMERGENCY CONTACT (Contact person should there be an emergency during the event) CaptIG -lam g ,aU )"-le Name: 0.12421.1L-, ti-P►r I k'Y1t V l 7 1-L o t e t,(A.r1 , Phone Number�u `d , u 2.7.719.A.,2_0 ' eY yule 415- - N Prnl c j Cell Number ` esML- 1l;0- 83t-vZ3i Address: k'11? C 14-w st (1 i cite lag lv City: RPM+k 4 o M t VCACp. Zip Code: C 3:3�C) I/we certify(or declare under penalty of perjury under the laws of the State of California)that the foregoing is true and correct. /U Print Name: , l ie f s.Xt y)`] — Signature: DETERMINATION OF APPLICATION(Staff Use Only) ACTION TAKEN: ❑ APPROVED ❑ DENIED If approved, see attach Conditions of Approval. If denied, provide reasons: APPROVED BY: DATE: Date/rome Received: Received By I Amount Received: Receipt No(s): IN UV t1 hEDRAL CANYON DR 2 ti 0).I El n . A gi i :r IP 1 Co :. ati m v � �1 2 3 R =� O �G TL (� C r �._ O ) 1-GEORGE J MO i ,. . I. a / c..=J v , { " q ea p m A • i W Te NI 1 1 . ._1 PICKFAIR ST • . yy ) I II / • / 4 /.,`, Fallfest 2016 Dates: October 20-30, 2016 Arrive: October 17 Depart: November 1 Location: Town Square and surrounding areas, Cathedral City The concept of Fallfest is to create a family friendly, community event that will become an annual tradition in Cathedral City and ultimately with residents and visitors valley wide. Slated to take place in late October, Fallfest will offer something for any age group. The key elements of Fallfest will be a full carnival, complete with rides and games. We will have a pumpkin patch area, providing the fall holiday element, with hay bales, scarecrows, corn stalks and pumpkins for sale. We will extras for the whole family to include; pumpkin carving, costume contests, trick-or-treating, arts and crafts and more. Weekends (Friday-Sunday) will offer special events such as food and crafts vendors, a beer garden, as well as live entertainment KevaWorks, LLC 69730 HWY 111, Suite 106 Rancho Mirage, CA 92270 760-832-8620 phone 760-832-8621 fax www.kevaworks.com A 3 o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYI) 4/18/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE 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 endorsed. 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 CONTACT Sanae Martin NAME: Desert Cornerstone Insurance Service, Inc. (ac°."NO.Eatt: (760)347-7723 ( No),(760)347-7725 CA License #0F15709 E-MAIL ADDRESS:sanae@desertcornerstoneins.com 81557 Dr. Carreon Blvd. Ste B8 INSURER(S)AFFORDING COVERAGE NAIC 0 Indio CA 92201 INsuRERA:Mount Vernon Fire Ins Co. 26522 INSURED INSURER B:State Compensation Ins. Fund 04028 Kevaworks, Inc. INSURER C:Allied World National Assurance Co. 10690 69730 Hwy 111, Ste 106 INSURER D: INSURER E: Rancho Mirage CA 92270 INSURER F; COVERAGES CERTIFICATE NUMBER:2015EOWC2016GL 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. INSR TYPE OF INSURANCE ADDL SUBR VD ---------- POLICY EFF POLICY EXP LIMITS LIMITS LTR INS, W POLICY NUMBER (MMIDDIYYYY1 MWDDIYYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE X OCCUR �MISES(Ea occurrence) $ 100,000 CP2S62072E 1/3/2016 1/3/2017 MEO EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY s Excluded GE N1 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY jE a LOC PRODUCTS-COMP/OP AGG $ Excluded OTHER: $ AUTOMOBILE UABILITY I COMBINED SINGLE LNAIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE —$ HIRED AUTOS _ AUTOS 1 (Per accident) I $ UMBRELLA LIAB OCCUR EACH OCCURRENCE _S EXCESS UAB CLAIMS-MADE AGGREGATE — $ ■DED I RETENTIONS $ WORXERSCOMPENSATION I AND EMPLOYERS'LIABILITY x I STATUTE I ERA ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N EL EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? N/A B (Mandatory In NH) 1960278-2015 12/1/2015 12/1/2016 E.L DISEASE-EA EMPLOYEE $ 1,000,000 H s,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POUCY LIMIT $ 1,000,000 C Professional Liability 0306-2299 12/21/2015 12/21/2016 Each Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Proof of Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Proof of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE ��pp � Matt List/SAN a/V&�GrJ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) EXHIBIT "B" INSURANCE A. Insurance Requirements. KevaWorks shall provide and maintain insurance, acceptable to the Sponsor, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the Event by KevaWorks, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. KevaWorks shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the Sponsor. (3) Workers' Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the KevaWorks and all risks to such persons under this Agreement. (4) Professional Liability. Professional liability insurance appropriate to the KevaWorks' profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. 2. Minimum Limits of Insurance. KevaWorks shall maintain limits of insurance no less than: (1) Commercial General Liability. $1,000,000 general aggregate for bodily injury, personal injury and property damage. Additionally, KevaWorks shall require the operator of any of the carnival rides at the Event (collectively, the "Carnival Operators") to maintain $5,000,000 general aggregate for bodily injury, personal injury and property damage. All provisions in this Agreement which apply to KevaWorks relating to insurance similarly apply to the insurance policies obtained by Carnival Operators. (2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of - 9 - RIV#4832-4222-0338 v1 not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence. (4) Professional Liability. $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to Sponsor. 2. Commercial General Liability and Automobile Liability Coverages. (1) Sponsor, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities KevaWorks performs; products and completed operations of KevaWorks; premises owned, occupied or used by KevaWorks; or automobiles owned, leased, hired or borrowed by KevaWorks. The coverage shall contain no special limitations on the scope of protection afforded to Sponsor, and their respective elected and appointed officers, officials, or employees. (2) KevaWorks' insurance coverage shall be primary insurance with respect to Sponsor, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by Sponsor, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, KevaWorks' insurance. (3) KevaWorks' insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to Sponsor, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation Coverage. Unless the Sponsor Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation - 10 - RIV#4832-4222-0338 v1 against Sponsor, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by KevaWorks. C. Other Requirements. KevaWorks agrees to deposit with Sponsor, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy Sponsor that the insurance provisions of this contract have been complied with. The Sponsor may require that KevaWorks furnish Sponsor with copies of original endorsements effecting coverage required by this Exhibit "B". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Sponsor reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. KevaWorks shall furnish certificates and endorsements from each sub-contractor identical to those KevaWorks provides, except that certificates and endorsements obtained by the Carnival Operators must reflect the increased insurance requirements for those policies. 2. Any deductibles or self-insured retentions must be declared to and approved by Sponsor. At the option of Sponsor, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Sponsor or its respective elected or appointed officers, officials, employees and volunteers, or KevaWorks shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit KevaWorks' liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. - 11 - RIV#4832-4222-0338 v1