HomeMy WebLinkAboutSafeway, Inc. NorCal Division 2006-08-09K0�1� Y
Service Agreement
This Agreement is entered into by and between the City of Ukiah ("Contractor") and Safeway Inc. NorCal
Division ("Safeway") with respect to services of the nature described herein to be furnished to Safeway
by Contractor. This agreement pertains to the -Ukiah Country Pumpkinfest on October 14 and 15, 2006
("Event").
Safeway and Contractor agree as follows:
1. Services
a. In accordance with the terms and conditions of this Agreement, Contractor shall provide the following
to Safeway:
• Mention in a minimum of two thousand (2,000) Event radio announcements
• Running 6:00am to midnight, in August, September or October, 2006
• On stations KQPM, KXBX, KNTI and KXBX
• Full page advertisement in Event program (minimum distribution of five thousand [5,000] copies)
• Logo recognition on all Event related printed materials (including but not limited to venue signage,
promotional posters, and eight thousand [8,000] coloring contest entries)
• Live KQPM-FM broadcast, (10:00am to 1:00pm) on October 7, 2006, during the pumpkin weigh -off
held at the Ukiah Safeway location
• One hundred (100) sixty-second (:60) radio spots
• Airing 6:00am to 11:00pm on KXBX, KNTI or KQPM
• To be used by December 31, 2006
b. In accordance with the terms and conditions of this Agreement, Safeway shall provide the following
to Contractor:
• Sponsorship fee of five thousand dollars ($5,000)
• Accept coloring contest entries at the Ukiah Safeway store
• Hold pumpkin weigh -off at the Ukiah Safeway location (10:00am to 1:00pm) on October 7, 2006
2. Indemnification
Contractor agrees to indemnify, defend and hold Safeway harmless from and against any loss, claim,
liability, damage, costs or expense of any kind (including reasonable attorneys' fees) which arise out of,
relate to or are in any way connected with the Event or any actual or alleged acts or omissions by
Contractor, its employees, agents and representatives.
a. See below.
3. Confidentiality
Contractor and its employees, agents and representatives, shall treat as confidential:
(a) all information and data, of whatsoever nature, relating to Safeway (including but not limited
to Safeway's operations, policies, procedures, techniques, accounts, personnel, other contractors and
customers), disclosed by Safeway or used by Safeway in carrying on its business, as well as all
proprietary information, unless otherwise required by law; and
(b) the terms of this Agreement and any and all attachments, unless otherwise required by law.
Contractor shall not disclose any confidential information to any third party or to any of its officers,
employees, agents or representatives except to the extent they have a need to know in connection with
the performance of Contractor's obligations under this Agreement, unless otherwise required by law.
2. (a)The Contractor will not be required to protect Safeway against a claim that is based on the sole and active
negligence of Safeway or its officers, agents, employees, or contractors.
4. Compliance with Laws, Regulations, Permits and Licenses
Contractor shall comply with all applicable laws, codes, ordinances, rules and regulations of the federal,
state and local governments, and of any political subdivisions and regulatory authorities thereof. All
necessary permits and licenses required in connection with the services rendered shall be obtained for
Safeway by Contractor, at Contractor's expense.
5. Use of Name
Except as otherwise agreed to in writing, each party understands that listing the other as a customer,
vendor, client, or otherwise, has value, and therefore agrees that neither party shall use the other party's
name or logo, nor any adaptation or variation thereof, in any manner whatsoever (including, but not
limited to, advertising, promotion or sales literature, press releases, trade shows, posters, reference lists,
or similar public announcements), without the other party's prior written consent in each instance.
Nothing herein requires either party to agree to the issuance of any press releases, public
announcements or other such use.
6. Relationship of the Parties
The parties acknowledge that their relationship is that of independent contractor. Neither Safeway nor
Contractor shall in any way represent itself as a partner, joint venturer, agent, employee or general
representative of the other party.
7. Notices
All notices, requests, consents, demands and other communications provided for by this Agreement
shall be in writing and shall (unless otherwise specifically provided herein) be deemed given when
mailed at any general branch United States Post Office, enclosed in a registered or certified postpaid
envelope, addressed to the party at the address set forth below or to such changed address as each
party may designate by notice to the other party (only effective upon receipt).
If to Safeway: If to Contractor:
Safeway Inc. City of Ukiah
5918 Stoneridge Mall road
Pleasanton, CA 94588u,ize
Attention: Toni Mann Attention ��a _tern
8. Insurance
Contractor agrees to secure and maintain in effect at all times during the term of this Agreement, with an
insurer(s) acceptable to Safeway, general liability, including contractual liability; errors and omissions;
and employers' liability insurance, each with minimum policy limits of $2 million per occurrence. With
respect to all such policies (except workers' compensation/employers' liability), Safeway shall be named
as an additional insured (endorsement required), a "cross liability" or "severability of interests" clause
shall be included and such insurance shall be primary with respect to the defense and indemnification of
Safeway.
9. Arbitration
Any controversy or claim arising out of this Agreement or the alleged breach thereof shall be settled by
arbitration, in accordance with the commercial arbitration rules of the American Arbitration Association,
in Alameda County, California. Judgment upon the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof.
10. Miscellaneous
(a) This Agreement and any attachments hereto sets forth the entire agreement; and
understanding between Safeway and Contractor as to the subject matter hereof which supersedes all
prior discussions, agreements and understandings of any kind and every nature between them.
(b) This Agreement shall not be assigned by Contractor without the prior written consent of
Safeway. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their successors and permitted assigns.
(c) This Agreement shall not be changed, modified or amended except by a writing executed by
both parties.
(d) If any provision of this Agreement (or any portion thereof) is determined to be invalid or
unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be
binding upon both Safeway and Contractor and shall be valid and enforceable, as though said invalid or
unenforceable provision (or portion thereof) were not contained in this Agreement.
(e) The failure of either Safeway or Contractor to insist upon strict performance of any of the
provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this
Agreement, at law or in equity, or a waiver of any other provision(s) or subsequent default by the other
party in the performance of or compliance with any of the terms and conditions set forth in this
Agreement.
(f) This Agreement shall be governed in all respects by the laws of the State of California, without
giving effect to principles of conflicts of laws.
(g) The headings of this Agreement are intended solely for convenience of reference and shall be
given no effect in the interpretation or construction of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement:
City of Ukiah
Signatu
Name