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HomeMy WebLinkAboutA5787 - C.V. SPIN INCAGREEMENT FOR EVENT PROMOTION This Agreement, go grued by a la s of th; State of California, is made and entered into this go of E201$, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, February 8 & 9, 2019, on various streets within the City as described in Exhibit "A." ORIGINAL RID ANDIOR AGREEMENT 2.0 PRESENTING SPONSOR 2.1 The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.2 Promoter will provide City with recognition in advertising media to include print, radio, internet, social media and television. Promoter will provide a link on its website (www.tourdepaimsprings.com) to the City website. On any printed materials associated with its program or event. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.3 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.4 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 2.5 City, with its Special Events Planning Team (SEPT), will endeavor to liaison with Promoter on all logistical and promotional matters at Promoter's request. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 As provided in Section 5.0 of this agreement, The City will be a sponsor of the event and provide Promoter with up to Fifty Thousand Dollars ($50,000) for in -kind services to promote the event. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides and expo. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Fifty Thousand Dollars ($50,000) of in -kind services. 3.3 PROMOTER will provide a post Event report to the City's representative sixty (60) days following the close of the Event. At a minimum, this report should include the number of attendees, publicity 2 received, final costs to produce the Event, and a detailed breakdown of the specific uses of the City's funding. 4.0 SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a. Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials; b. Coordinating with the Palm Springs Bureau of Tourism to promote Event; and C. Promoting Event through personal appearances and/or the distribution of collateral materials. 5.0 CONTRIBUTION AND SUPPORT SERVICES PROVIDED BY CITY 3 5.1 City agrees to provide all necessary public services, including, but not limited to, police services, emergency medical services, street maintenance services and other public services as may be deemed appropriate by SEPT, to produce Event. The total cost for such services shall be as provided in Exhibit "B" to this Agreement, unless an occurrence described in Section 6.4 occurs. City also shall advise Promoter on or about October 26, 2018 re specifics of the public services to be provided, or at least seven (7) days in advance if the event is rescheduled. 5.2 City shall make a good faith effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as the City Manager deems appropriate. 5.3 City agrees to make available to Promoter the City's portable stage and entertainment unit known as the "Showmobile." 5.4 City's Contract Officer, responsible for working with Promoter with respect to the administration of all matter arising from and related to this Agreement shall be the City Manager or his designee. 6.0 TERM OF AGREEMENT, BREACH AND REIMBURSEMENT 6.1 The effective date of this Agreement shall be from January 1, through March 1, 2019. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 Any material deviation by Promoter for any reason from the requirements hereof, or from any other provision of this Agreement, shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' written notice to Promoter. In the event of termination by whatever means, City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. -19 6.4 All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 5.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a. Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b. The dissolution of Promoter; or C. Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder, or d. Promoter fails to fulfill the responsibilities, duties, and obligations set forth herein. 7. NO LIABILITY, NONDISCRIMINATION, AND OTHER PROVISIONS 7.1 No Personal Liability. No officer or employee of the City shall be personally liable for any civil or financial damages to the Promoter, or any successor -in -interest, in the event of any City default or breach under this Agreement. 7.2 No Director/Officer Liability. No individual director or officer of the Promoter shall be personally liable for any civil or financial damages to the City in the event of any Promoter default or breach under this Agreement. 7.3 Covenant against Discrimination. In connection with its performance under this Agreement, Promoter shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Promoter shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Promoter certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Promoter activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Promoter is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including 5 without limitation the provision of benefits, relating to non-discrimination in city contracting. 7.3 No Financial Interest. Promoter acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Promoter enter into any Agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Promoter warrants that Promoter has not paid or given, and will not pay or given, any third party any money or other consideration in exchange for obtaining this Agreement. 7.4 Political Use/Lobbying. Promoter covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 8. MUTUAL INDEMNIFICATION. 8.1 Promoter shall indemnify, hold harmless, and defend the City and its officers, agents and employees from any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement. Promoter shall indemnify, hold harmless and defend the City as a result of the negligent acts of Promoter regardless of whether the facilities or equipment is provided by City or others, and regardless of whether liability without fault is imposed or sought to be imposed on City. However, to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on, or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City, and is not contributed to by any act of, or by any omission to perform some duty imposed by law or this Agreement on Promoter, its subcontractors or either's agents or employees, Promoter shall not be required to indemnify, hold harmless or defend the City. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs, and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of rV any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 8.2 City shall indemnify, hold harmless, and defend the Promoter and its officers, agents and employees from any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from the City's active negligence in support of the Promoter's Event. However, to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on, or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the negligence or willful misconduct of Promoter, and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on City's part, its management or employees, City shall not be required to indemnify, hold harmless or defend the Promoter. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs, and Promoter's costs of investigating any claims against Promoter. 9. INSURANCE. Promoter will deliver to the City, not less than thirty (30) days prior to the first scheduled date of the Event, a certificate of insurance showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City, with coverage and limits of insurance acceptable to the Risk Manager, not subject to cancellation except upon thirty (30) days' written notice to the City. City's insurance requirements are further reflected in Exhibit "C," attached hereto and incorporated by this reference herein. 10. GENERAL PROVISIONS 10.1. Inspection. City shall have the right to inspect all production services and promoter records arising from and related to this Agreement. 10.2 Complete Agreement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 10.3 Amendments. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 10.4 City Representation. Promoter shall work closely with the City's Special Events Manager, who shall be designated the "Liaison Representative of City." Promoter principals shall provide regular updates 7 to the Liaison Representative of City to keep the City currently advised on the status of the Event. 10.5 Compliance with Laws. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 10.6 Standard of Care. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 10.7 Demand for Assurance. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 10.8 Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 10.9 Notices. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Aftab Dada, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Manager, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. N, � 8.0 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, Contractor shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation, and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. [SIGNATURE BLOCK NEXT PAGE] 10 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: By: nthon , MMC David H. Ready, Es , City Cle k City Manager APPROVED AS TO FORM CITY ATTORNEY APPROVED 13Y CITY COUNCIL C.V. Spin, Inc.., a California nonprofit public benefit corporation 11 #V & SMa4 85?, J 73 c atz� ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califolnia County of Ki V �i On ZI&t W 91,A016before me, WON (here insert name and title of the officer) personally appeared IGVj til SXj'0V1"r-ns who proved to me on the basis of satisfactory evidence to be the person(4) whose name(k) is re subscribed to the within instrument and acknowledged to me that om/tfty executed the same in is h)v/their authorized capacity(i"), and that by l h&/*e-ir signature() on the instrument the person(;, or the entity upon behalf of which the person(1) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature CYNTHIAA. BERARDI Notary Public — California Ya. Riverside County Commission # 2229138 My Comm. Expires Feb 18, 2022 (Seal) Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2019 Tour De' Palm Springs Event for the City scheduled February 8 & 9, 2018, to include a bicycle ride and walk, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 9 & 10, 2018 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. A copy of the security contract must be provided to SEPT by February 1, 2019. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. City shall provide electrician to facilitate hookup to city power in the Downtown, if needed. 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. Dumpsters shall be placed in locations approved by SEPT. Promoter shall provide recycling containers for the Event. 7. All trash pickup throughout the Event site will be the responsibility of the Promoter with support from paid city staff. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets in locations approved by SEPT. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 24, 2019. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 9. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 24, 2019. All 12 vendors must submit a valid Sellers Permit with the City of Palm Springs listed issued by the State Board of Equalization. 10. A first aid station shall be required on the Event site. Two (2) Palm Springs Fire Department Emergency Medical Technicians shall be on site throughout the Event as determined by SEPT. Additionally, two (2) fire marshals shall be required on site during the ride. 11. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. No changes will be made to routes without the consent of SEPT. 12. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 13. Promoter shall be responsible for attending a Palm Springs Neighborhood meeting and reviewing all routes that will impact Palm Springs neighborhoods. The promoter shall mark the routes at least 3 days in advance notifying the public that the streets will be utilized for Tour de Palm Springs and identify the date of the event. 14. The Promoter shall also attend a Main Street meeting to review any impact the Palm Springs Merchants. The promoter will also hand delivery notices to all the business affected by the ride and road closures. The promoter may also be asked to attend other stakeholder meetings and shall be required to attend. 15. City police officers shall be required at the Event site on Friday, February 9 and Saturday, February 10. City's Police Department shall coordinate required staffing for the event, consisting of motor officers, marked units and foot beat officers. 16. Expo shall be set up on designated streets (Approved by SEPT) closing at 6 a.m. by City Streets Department. Departure of all bike rides will be off Palm Canyon Drive and Alejo Rd. All riders and walkers will have departed by 11:15 a.m. Palm Canyon Drive will reopen to vehicular traffic by 7:00 p.m. Vendor is responsible to have all tenting, tables, staging etc... off the street by 7:00 p.m. 17. Expo event hours shall be the following: Friday February 9 from 12:00 p.m. -9:00 p.m.; Saturday February 10 from 9:00 a.m. - 5:00 p.m. All vendors and expo materials will be completely removed from the street by 7:00p.m. 18. SEPT will assign additional staffing as needed. 13 19. Event layout must be reviewed and approved by the Palm Springs Fire Marshall and the Events Manager by Friday January 18, 2018. No changes may be made without written consent from city staff. FIRE DEPARTMENT CONDITIONS FID 1 Fire Department Fees — A $793.00 fee (Operational Permit + FBRx3 hours) is required at the time of submittal for site -plan review and site compliance inspection. These fees are established by resolution of the Palm Springs City Council. FID 2 Site Plan —Aerial site plan (Google Map overlay) shall be submitted to the Fire Department in PDF format. Information shall include: Event name and date(s), dimensions of enclosure, booths, bars, tents, stages, beer trailers, etc.; expected number of attendees; vendor booth locations; identification of any cooking booths using open flame devices; fences; exits. FID 3 Fire Apparatus Access Roads — (public streets, private streets, parking lot lanes and access roadways) shall not be obstructed in any manner including the parking of vehicles that will reduce the fire department access road to a width of less than 20 feet. FID 4 Fire Hydrants — No person shall stop, park, or leave standing any vehicle, or place a vendor booth or display, within 15 feet (7.5 feet on either side) of a fire hydrant. FID 5 Food Vendors — All food vendors utilizing open flame cooking devices (grills, barbeques, stoves, ovens, woks, kettles, deep -fryers, etc., shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. In addition, any food vendor that deep-fry's food or uses solid fuel for cooking such as charcoal, wood, etc. shall have a Class K UL rated 2AX wet chemical fire extinguisher. FID 7 All Vendors — Vendors utilizing open flame devices (LPG heaters, candles, etc.), shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. FID 8 Tent Permits — An operational permit is required for all temporary tents and membrane structures in excess of 400 square feet. Tent conditions provided at the time of permit application. 14 FID 9 Medical Standby — Promoter is responsible for providing two (2) Emergency Medical Technicians (EMT's) throughout the event as determined by SEPT. One Advanced Life Support transport ambulance with two personnel shall be required one hour prior to the event. Provider shall be an authorized EMS provider as determined by the Riverside County EMS Agency (REMSA) and approved by the Palm Springs Fire Department. FID 10 Fire Department Standby — Two (2) PSFD personnel shall be required on site during the event hours for life safety standby. One (1) PSFD engine company with a crew of three shall be required for six hours stationed on the west side of Palm Canyon Drive to include the hours of the parade. One (1) person shall be required at the command post for the parade. One (1) fire department representative shall be at the parade pre -meeting to discuss parade float and safety requirements. Promoter is responsible for actual costs billed at the fully burdened rate of the personnel assigned. END OF CONDITIONS 15 Exhibit "B" ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Friday February 9 & Saturday February 10, 2018 Palm Springs Police Department $ 20,100.00 Streets/ $ 25,500.00 (Including Barricades/Traffic control rental) Downtown Maintenance $ 5,000.00 Special Events Staff $ 1,800.00 PSFD Deputy Fire Marshall $ 2,000.00 Facilities Maintenance $ 1,700.00 TOTAL ESTIMATED COST: $ 56,100.00 City Sponsorship: $ 50,000.00 Total Due to City: $ 6,100.00 M, Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be 17 construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. In AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 12th day of January 2018, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, February 9 & 10, 2018, on various streets within the City as described in Exhibit "A." ORIGINAL BID AND/OR AGREEMENT 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 1. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet, social media and television. Promoter will provide a link on its website (www.tourdepalmsprings.com) to the City website. On any printed materials associated with its program or event. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 As provided in Section 5.0 of this agreement, The City will be a sponsor of the event and provide Promoter with up to Forty Thousand Dollars ($40,000) for in -kind services to promote the event. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides and expo. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Forty Thousand Dollars ($40,000) of in -kind services. 4.0 SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 2 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than April 1, 2018. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: 3 a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 4.8 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 4.9 Promoter shall be responsible for and shall pay the City for all City costs of services in excess of Forty Thousand Dollars ($40,000) within thirty (30) days of the Event's close and not later than March 12, 2018 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City shall provide public service for the event, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Monday, January 1, through Friday, June 1, 2018. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any 0 rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to fulfill the responsibilities, duties, and obligations set forth herein. 7.0 GENERAL 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. 5 In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Aftab Dada, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 R CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Manager, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 7 8.0 Covenant Against Discrimination . In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, Contractor shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. [SIGNATURE BLOCK NEXT PAGE] IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS ATTEST: a municipal corporation By: By City --'Clerk L.`... �.`i►l� FiCIINCOUNCIL i PROMOTER: .•• A • - •A.Al V IUUk-Jl-!_• ignature (notarized) Name: IcgZ Title: _+0-V—nyl� �i&C'Tx" (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) State of County of -ss City Manager "I'M •i �� Signature (notarized) Name: This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) State of County of =ss On before me, On MP personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal: before personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL •. i r...e.cr...r.cr.a..a<_car.ar.a�rs�r.�<s�rs�rsarsrs.•..�rs�r.ar.a..car.ca..cr.c�r.�r_� s�<_s�r...rs�r{�r.-.>r_ars�rs� srs�.sir.arsrr^r.-.�r_cr_s�r.ar_a.:. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of CZ', 0e r5? On -_'V&nua,,4 Z-i 20ti;', before me, A""o, I Mart PbUic , Date (` H r`e Insert 14ame and Ti e o the Officer personally appeared i C in -A e S�C_a f✓'.S NameW of Signer,4 who proved to me on the basis of satisfactory evidence to be the ersonWwhose names) � subscribed to the within instrument and acknowledged to me that�hoAhey executed the same in (�her eir-authorized capacity(ier , and that by rs/ r signaturejs}tn the instrument the persorqe�; or the entity upon behalf of which the personal acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ANTHONY JOSEPH MEJIA WITNESS m and and offici eal. Notary Public - California Los Angeles County Commission #t 2197083 Signatur h1 Comm. Expires Jun 10. 2021 Signa ure of o ublic Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2018 Tour De' Palm Springs Event for the City scheduled February 9 & 10, 2018, to include a bicycle ride and walk, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: 1. Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 9 & 10, 2018 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. A copy of the security contract must be provided to SEPT by February 5, 2018. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. City shall provide electrician to facilitate hookup to city power in the Downtown, if needed 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. Dumpsters shall be placed in locations approved by SEPT. Promoter shall provide recycling containers for the Event. 7. All trash pickup throughout the Event site will be the responsibility of the Promoter with support from paid city staff. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets in locations approved by SEPT. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 26, 2018. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 9. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 26, 2018. All 10 vendors must submit a valid Sellers Permit with the City of Palm Springs listed issued by the State Board of Equalization. 10. A first aid station shall be required on the Event site. Two (2) Palm Springs Fire Department Emergency Medical Technicians shall be on site throughout the Event as determined by SEPT. Additionally, two (2) fire marshals shall be required on site during the ride. 11. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. No changes will be made to routes without the consent of SEPT. 12. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 13. Promoter shall be responsible for attending a Palm Springs Neighborhood meeting and reviewing all routes that will impact Palm Springs neighborhoods. The promoter shall mark the routes at least 3 days in advance notifying the public that the streets will be utilized for Tour de Palm Springs and identify the date of the event. 14. The Promoter shall also attend a Main Street meeting to review any impact the Palm Springs Merchants. The promoter will also hand delivery notices to all the business affected by the ride and road closures. The promoter may also be asked to attend other stakeholder meetings and shall be required to attend. 15. City police officers shall be required at the Event site on Friday, February 9 and Saturday, February 10. City's Police Department shall coordinate required staffing for the event, consisting of motor officers, marked units and foot beat officers. 16. Expo shall be set up on designated streets (Approved by SEPT) closing at 6 a.m. by City Streets Department. Departure of all bike rides will be off Palm Canyon Drive and Alejo Rd. All riders and walkers will have departed by 11:15 a.m. Palm Canyon Drive will reopen to vehicular traffic by 7:00 p.m. Vendor is responsible to have all tenting, tables, staging etc... off the street by 7:00 p.m. 17. Expo event hours shall be the following: Friday February 9 from 12:00 p.m. -9:00 p.m.; Saturday February 10 from 9:00 a.m. - 5:00 p.m. All vendors and expo materials will be completely removed from the street by 7:00p.m. 18. SEPT will assign additional staffing as needed. 11 19. Event layout must be reviewed and approved by the Palm Springs Fire Marshall and the Events Manager by Friday January 26, 2018. No changes may be made without written consent from city staff. FIRE DEPARTMENT CONDITIONS FID 1 Fire Department Fees — A $421.00 fee is required at the time of submittal for site -plan review and site compliance inspection. These fees are established by resolution of the Palm Springs City Council. FID 2 Site Plan — Aerial site plan (Google Map overlay) shall be submitted to the Fire Department in PDF format. Information shall include: Event name and date(s); dimensions of enclosure, booths, bars,, tents, stages, beer trailers, etc.; expected number of attendees; vendor booth locations; identification of any cooking booths using open flame devices; fences, exits. FID 3 Fire Apparatus Access Roads — (public streets, private streets, parking lot lanes and access roadways) shall not be obstructed in any manner including the parking of vehicles that will reduce the fire department access road to a width of less than 20 feet. FID 4 Fire Hydrants — No person shall stop, park, or leave standing any vehicle, or place a vendor booth or display, within 15 feet (7.5 feet on either side) of a fire hydrant. FID 5 Food Vendors — All food vendors utilizing open flame cooking devices (grills, barbeques, stoves, ovens, woks, kettles, deep -fryers, etc., shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. In addition, any food vendor that deep-fry's food or uses solid fuel for cooking such as charcoal, wood, etc. shall have a Class K UL rated 2AX wet chemical fire extinguisher. FID 7 All Vendors — Vendors utilizing open flame devices (LPG heaters, candles, etc.), shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. FID 8 Tent Permits — An operational permit is required for all temporary tents and membrane structures in excess of 400 square feet. Tent conditions provided at the time of permit application. FID 9 Medical Standby — Promoter is responsible for providing two (2) 12 Emergency Medical Technicians (EMT's) throughout the event as determined by SEPT. One Advanced Life Support transport ambulance with two personnel shall be required one hour prior to the event. Provider shall be an authorized EMS provider as determined by the Riverside County EMS Agency (REMSA) and approved by the Palm Springs Fire Department. 13 Exhibit "B" ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Friday February 9 & Saturdav February 10. 2018 Palm Springs Police Department $ Streets/ $ (Including Barricades/Traffic control rental) Downtown Maintenance $ Special Events Staff PSFD Deputy Fire Marshall Facilities Maintenance TOTAL ESTIMATED COST: 20,100.00 25,500.00 5,000.00 1,800.00 2,000.00 1,700.00 $ 56,100.00 City Sponsorship: $ 40,000.00 Total Due to City: $ 16,100.00 14 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 15 AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 12th day of December 2016, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, January 20 & 21, 2017, on various streets within the City as described in Exhibit "A." ORIGINAL BID AND/OR AGREEMENT 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepalmsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 As provided in Section 5.0 of this agreement, The City will be a sponsor of the event and provide Promoter with up to Twenty -Five Thousand Dollars (25,000) for in -kind services to promote the event. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Twenty -Five Thousand Dollars ($25,000) of in -kind services. 4.0 SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 2 Lel 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post - event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than March 21, 2017. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: 3 0 0 a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 4.8 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 4.9 Promoter shall be responsible for and shall pay the City for all City costs of services in excess of Twenty -Five Thousand Dollars ($25,000) within thirty (30) days of the Event's close and not later than February 22, 2017 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City shall provide public service for the event, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Friday, January 1, through Saturday, June 1, 2017. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any 0 such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to fulfill the responsibilities, duties, and obligations set forth herein. 7.0 CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 7.1 Non -Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor -in -interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 7.2 Conflict of Interest. Recipient acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Recipient enter into any Agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Recipient warrants that Recipient has not paid or given, and will not pay or given, any third party any money or other consideration in exchange for obtaining this Agreement. 7.3 Covenant Against Discrimination. Recipient covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person, or group of persons, on account of race, color, creed, religion, gender, sexual orientation, gender 5 identity, gender expression, marital status, national origin, ancestry, physical or mental disability, or medical condition. 8.0 GENERAL 8.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 8.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 8.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 8.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 8.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 8.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Aftab Dada, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 8.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Manager, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 8.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 8.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7 8.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 8.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. [SIGNATURE BLOCK NEXT PAGE] N. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above CITY OF PALM SPRINGS ATTEST: a municipal corporation By: Bye CityClerk City Manager fNCL Y 9PROMOTER: Check one: _Individual _Partnership _Corporation APMM MYCN L ?4 A b 1ilp A 51s? By. By: 'J 'm 1A 7 13 1(0 Si na ure (notarized) Signature (notarized) Name: fitew-a, _sa-;AM_s1 Name: Title: d6 Title: (This Agreement must be signed in the above space by one of This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice the following: Secretary, Chief Financial Officer or any President) Assistant Treasurer) State of I County of Jss On before me, personally appeared personally known to me (or proved to me evidence) to be the person(s) whose name within instrument and acknowledged to the same in his/her/their authorize c his/her/their signature(s) on the i trut entity upon behalf of which t p: instrument.`, WITNESS my hand and offi a4s Notary Signature: (the basis of satisfactory i is/are subscribed to the 'tat he/she/they executed �eity(ies), and that by t the person(s), or the s) acted, executed the State of County of Jss On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal: / V Notary Seal: ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Californi County of l On "f/ O a'*19efore me, in 1 a P rAA (here insert name and ti le of the o cer) personally appeared G 5 who proved to me on the basis of satisfactory evidence to be the personod) who a name0s) 001subscribed to the within instrument and acknowledged to me that sNe/t* executed the same in his /tlbb+r authorized capacity(tee), and that by ' /i�r/th)9k signature(,) on the instrument the person(A), or the entity upon behalf of which the person() acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature1""7 (Seal) CYNTHIA A. BERARDI Commission # 2055635 C Notary Public - California z a Riverside County My Comm. Expires Feb 18, 2018 Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2016 Tour De' Palm Springs Event for the City scheduled January 20 & 21, 2017, to include a bicycle ride and walk, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on January 20 & 21, 2017 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. A copy of the security contract must be provided to SEPT by January 5, 2017. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. City shall provide electrician to facilitate hookup to city power in the Downtown, if needed 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. Dumpsters shall be placed in locations approved by SEPT. Promoter shall provide recycling containers for the Event. 7. All trash pickup throughout the Event site will be the responsibility of the Promoter with support from paid city staff. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets in locations approved by SEPT. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 6, 2017. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 9. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 6, 2017. All vendors must submit a valid 10 G Sellers Permit with the City of Palm Springs listed issued by the State Board of Equalization. 10. A first aid station shall be required on the Event site. Two (2) Palm Springs Fire Department Emergency Medical Technicians shall be on site throughout the Event as determined by SEPT. Additionally, two (2) fire marshals shall be required on site during the parade. 11. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre- and post -stage traffic delineation and staging as approved by SEPT. No changes will be made to routes without the consent of SEPT. 12. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 13. Promoter shall be responsible for attending a Palm Springs Neighborhood meeting and reviewing all routes that will impact Palm Springs neighborhoods. The promoter shall mark the routes at least 3 days in advance notifying the public that the streets will be utilized for Tour de Palm Springs and identify the date of the event. 14. The Promoter shall also attend a Main Street meeting to review any impact the Palm Springs Merchants. The promoter will also hand delivery notices to all the business affected by the ride and road closures. The promoter may also be asked to attend other stakeholder meetings and shall be required to attend. 15. City police officers shall be required at the Event site on Friday, January 20 and Saturday, January 21. City's Police Department shall coordinate required staffing for the event, consisting of motor officers, marked units and foot beat officers. 16. Expo shall be set up on designated streets (Approved by SEPT) closing at 6 a.m. by City Streets Department. Departure of all bike rides will be off Palm Canyon Drive and Alejo Rd. All riders and walkers will have departed by 11:15 a.m. Palm Canyon Drive will reopen to vehicular traffic by 7:00 p.m. Vendor is responsible to have all tenting, tables, staging etc... off the street by 7:00 p.m. 17. Expo event hours shall be the following: Friday January 20 from 12:00 p.m. -9:00 p.m.; Saturday January 21 9:00 a.m. - 5:00 p.m. All vendors and expo materials will be completely removed from the street by 7:00p.m. 18. SEPT will assign additional staffing as needed. 19. Event layout must be reviewed and approved by the Palm Springs Fire Marshall and the Events Manager by Thursday January 5. No changes may be made without written consent from city staff. 11 0 FIRE DEPARTMENT CONDITIONS FID 1 Fire Department Fees — A $709.00 fee is required at the time of submittal for site -plan review and site compliance inspection. These fees are established by resolution of the Palm Springs City Council. FID 2 Site Plan — Aerial site plan (Google Map overlay) shall be submitted to the Fire Department in PDF format. Information shall include: Event name and date(s); dimensions of enclosure, booths, bars, tents, stages, beer trailers, etc.; expected number of attendees; vendor booth locations; identification of any cooking booths using open flame devices; fences; exits. FID 3 Fire Apparatus Access Roads — (public streets, private streets, parking lot lanes and access roadways) shall not be obstructed in any manner including the parking of vehicles that will reduce the fire department access road to a width of less than 20 feet. FID 4 Fire Hydrants — No person shall stop, park, or leave standing any vehicle, or place a vendor booth or display, within 15 feet (7.5 feet on either side) of a fire hydrant. FID 6 Food Vendors — All food vendors utilizing open flame cooking devices (grills, barbeques, stoves, ovens, woks, kettles, deep -fryers, etc., shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. In addition, any food vendor that deep-fry's food or uses solid fuel for cooking such as charcoal, wood, etc. shall have a Class K UL rated 2A:K wet chemical fire extinguisher. FID 7 All Vendors — Vendors utilizing open flame devices (LPG heaters, candles, etc.), shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. FID 8 Tent Permits — An operational permit is required for all temporary tents and membrane structures in excess of 400 square feet. Tent conditions provided at the time of permit application. FID 9 Medical Standby — Promoter is responsible for providing two (2) Emergency Medical Technicians (EMT's) throughout the event as determined by SEPT. One Advanced Life Support transport ambulance with two personnel shall be required one hour prior to the 12 parade, during the parade and one hour after the parade ends stationed on the west side of the parade route. Provider shall be an authorized EMS provider as determined by the Riverside County EMS Agency (REMSA) and approved by the Palm Springs Fire Department. FID 10 Fire Department Standby —Two (2) PSFD personnel shall be required on site during the event for life safety standby. Promoter is responsible for actual costs billed at the fully burdened rate of the personnel assigned. 13 Exhibit "B" ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Fridav January 20 & Saturdav January 21. 2017 Palm Springs Police Department $ 20,100 Streets/ $ 25,500 (Including Barricades/Traffic control rental) Downtown Maintenance $ 4,500 Special Events Staff $ 1,450 PSFD Deputy Fire Marshall $ 2,000 Facilities Maintenance $ 1,200 TOTAL ESTIMATED COST: $ 54,750 City Sponsorship: $ 25,000 Total Due to City: $ 29,750 14 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 15 ba L CL a A L O F— co EO L O > }' > O •� 0 _0 O }, c O'L O U fa N U L O N O � O E— 0 O a) O O [� O O � i Ln L - CD N U O tip 0-N O> O =) Q .�. i - _> > to +� a� E N O_ N • m N o0 m r-I }, V n ' V � � cn �. LL Q LM .. .. N 4 Ln O C c vmq CL =3 •— O O �- m .ago W +- N � c� V UO � cn ca 4-J ca 4-J -1-J _ 4-0 c: D (1) H I0 ~ 0 � � 00 � r,4 00 �l to ri N Ol cV r-I ri lO Ln Tt ct i -0 _0 _0 � -0 _0 -Y 4-J DC DC DC DC DC OC O }' O O Ln O Ln N rl O r-I O c-I • • • 0 • • • L N 0- O L- buo tv tLo ca Q 0 �cn O O CL 0 N 40 N L CL Ln E f� cry E O O O ca O 0 Rt Ln 0 ate1 Ln W �T 0 N C O cu O E E O U U m a c a O H c -0 a� +-J V) fa O Ln ri 1 N R* X Ln r -I m d- C) N � II � N � .� •Q CL Q O N 0 CZ toa.., O :-_+ � N m N N v x r-i o O o a) a) r-i X r-I O O %I J J•J m L H 4- 0 Cl- Ln � M 4� N LA cc � o O Ln m to x 0 0 o 00 00 00 m {n- 00 ,v . O N O �� Ln v v L x L co a •— m o • 4f Lri m O r, �h II L N 00 _` a. � c 00 °o 0 O O O N N x �m un aJ � � QQ j x i� 4-J m o 1 Lrj r-I x o i V o Q N v) 00 N i� qj)- • c O V 0 L O 4-0 •7 > Am W L W 0) •A• WA xo i di N 0 N f� N a-J L 0 .j L f) 00 Ln rn V) tio 0 QL al N f� 0 }.r f6 L O co .O N N Q L CD 0 co c N 0 �3E � Ln M R;J- cJ- N N tV N r-1 Lln rl L � 00 o � 00 O N 00 N W M r-i Ln =1 "lj)- 4.J)- -uf)- me ca 4-J 4-J `o O O UL mftft ts AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 301" day of December 2015, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, January 22 & 23, 2016, on various streets within the City as described in Exhibit "A." ORIGINAL BID AND/OR AGREEMEN? 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepalmsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 As provided in Section 5.0 of this agreement, The City will be a sponsor of the event and provide Promoter with up to Twenty -Five Thousand Dollars (25,000) for in -kind services to promote the event. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Twenty -Five Thousand Dollars ($25,000) of in -kind services. 4.0 SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 2 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than March 22, 2016. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; 3 b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 4.8 It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 4.9 Promoter shall be responsible for and shall pay the City for all City costs of services in excess of Twenty -Five Thousand Dollars ($25,000) within thirty (30) days of the Event's close and not later than February 22, 2016. 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City shall provide public service for the event, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Friday, January 22, through Saturday, January 23, 2016. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual 2 damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to obligations set forth herein. 7.0 GENERAL fulfill the responsibilities, duties, and 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be 5 groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications, or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Aftab Dada, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92263 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Manager, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 7.12 COVENANTS AGAINST DISCRIMINATION. In connection with its organization, management, and production of the EVENT, PROMOTER shall not discriminate against any person attending, or participating in the EVENT, or any employee, applicant for employment, or volunteer because of race, religion, color, sex, age, marital status, ancestry, national origin, sexual orientation, gender identity, physical or mental disability, or medical condition. [SIGNATURE ON NEXT PAGE] 7 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CI (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) / State of - County of -ss CITY OF PALM SPRINGS a municipal corporation By: Fitvv Manager APPROVED BY CITY COUNCIL Corporation �{?�i�� �j•�.,� ICJ l�1 B Signature (no ari e Name: wo(-J6 Title: &6Ru Y1 V& This Agreement must be signed in the above pace by one of the following: Secretary, Chief Fina tal Officer or any Assistant Treasurer) State of - County of -ss On be)bre me, On known to me (or proved to me on evidence) to be the person(s) whose to the within instrument and a he/she/they executed the same capacity(ies), and that by his/ r/t instrument the person(s), or th entity person(s) acted, executed the ' strums WITNESS my hand and o ial seal. Notary /� D Signature CI Notary Seal: C w� k, appeared personally t basis of satisfactory me(s) is/are subscribed iowledged to me that its/her/their authorized eir signature(s) on the upon behalf of which the before personally appeared personally known to me (or proved to on the basis of satisfactory evidence) to be the person(s) • ose names) is/are subscribed to the within instrument d acknowledged to me that he/she/they executed the me in his/her/their authorized capacity(ies), and that by is/her/their signature(s) on the instrument the person(s), r the entity upon behalf of which the person(s) acted, executed, he instrument. WITNESS my hand a official seal. Notary Signature: Notary Seal: X CALIFORNIA• •. CLs�t!Ta�t s�2s�t�Cc�C-.�.�t�c�t�t�t�s�t..�Cs�t�s�. t.c�t�t�t�C.�.�t.at �t.c�t.�C.�.�. �t�C.•.�t��Y�.t.c�t�t�t�C.�t.��ts�t�t��.c�t�s�t�s�.ys�t�s�t. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ht w) On OwtJL" 5, )0JU before me, ln �, tyt-�'�t,_& A, Nack p otariA Pulle- Date Here Insert Name and Title of the Officer personally appeared fur tgu n e, j eo.S Dt; e- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person() whose name(S ds%axe sZher"= to the within instrument and acknowledged to me that fyfatlty executed the same in r authorized capacity(itys), and that by" her�kG& signatures) on the instrument the person (A), or the entity upon behalf of which the person(*) act9 executed the instrument. CYNTHIA A. BERARDI Commission # 2055635 C �� Notary Public - California = = l Riverside County 9 MY Comm. Expires Feb 18. 2018 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature��- Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: t l l Wtnff_0A0bM Document Date: �LcejbkEr 30 a&5 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — 0 Urnited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 4C✓4\✓4�4C%L�✓LC�4C✓.4'✓L'y4�✓L�4�:_/,Lit/4Ct/L'✓L'✓.'✓L'✓4'✓4\�4��4C✓L` 4<'4C✓L'✓L�✓.4C�4�4�✓.LC✓.4C✓4C✓L�✓L�✓.4�%4'✓4<.•/4�=/, 4C'✓,.'✓LPL'✓4'.•�4C�4<�4V •RNIA ALL-PURPOSE ACKNOWLEDGMENT• Cr�r..�r.4ar.e.rr�rrrr..�r.�•��r.ear..e...�rr�r.e�..e�r�..err,^r�:!c�..e�rr=,��r�r�r�-...•�-..r r.a....�.�r.e�Ca�r�r!.�'<..�rs�r!e�r.e�.�r�rr�rs�.r..�rr^r. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California-p ) County of G'� �- ) On - A Jtt before me, + VI � i tk - ate 'DAJZ� Here Insert Name and title of the 6bicer personally appeared�a1cJ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personm whose nameig)(� s.ybscdbed to the within instrument and acknowledged to me thatt hie swthey executed the same in `phis Fir/their authorized capacity(io), and that by( i j)hbr/fheir signature( on the instrument the persona), or the entity upon behalf of which the person(9) acted, executed the instrument. CYNTHIA A. BERAR01 „� - Commission #� 2055635 Z •� Notary Public - California Riverside County MY Comm. Expires Feb 18. 2018 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signatu of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: �It�wlCvv( 6f FV-k! ' Q(z'j`^P� Document Number of Pages: ---' igner(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is esen#ing: Date: Dyr"ber , �olS Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner_-__❑ Limited El General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: (.4�✓,4�✓, 4��4'✓4'✓4�.4�.4��4'✓4�4`✓4�✓.4�✓4�4�:�4'L4�✓.4'✓'.�✓.4�✓.4'✓4�ti4�4'✓ ✓4�.4�.4'✓.�✓,4�4�%�y4v 4'ti4'✓:v4��4�4�✓:�y4��:'✓w 0 • • • • • • • • i0 0 11.1inlar. • • i Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, anq produce the 2016 Tour De' Palm Springs Event for the City scheduled January 22 IF 23, 2016, to include a bicycle ride and walk, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on January 22 & 23, 2016 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. A copy of the security contract must be provided to SEPT by January 4, 2016. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. City shall provide electrician to facilitate hookup to city power in the Downtown, if needed 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. Dumpsters shall be placed in locations approved by SEPT. Promoter shall provide recycling containers for the Event. 7. All trash pickup throughout the Event site will be the responsibility of the Promoter with support from paid city staff. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets in locations approved by SEPT. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 8, 2016. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 9. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 8, 2016. All 0 vendors must submit a valid Sellers Permit with the City of Palm Springs listed issued by the State Board of Equalization. 10. A first aid station shall be required on the Event site. Two (2) Palm Springs Fire Department Emergency Medical Technicians shall be on site throughout the Event as determined by SEPT. 11. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. No changes will be made to routes without the consent of SEPT. 12. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 13. Promoter shall be responsible for attending a Palm Springs Neighborhood meeting and reviewing all routes that will impact Palm Springs neighborhoods. The promoter shall mark the routes at least 3 days in advance notifying the public that the streets will be utilized for Tour de Palm Springs and identify the date of the event. 14. The Promoter shall also attend a Main Street meeting to review any impact the Palm Springs Merchants. The promoter will also hand delivery notices to all the business affected by the ride and road closures. The promoter may also be asked to attend other stakeholder meetings and shall be required to attend. 15. City police officers shall be required at the Event site on Friday, January 22 and Saturday, January 23. City's Police Department shall coordinate required staffing for the event, consisting of motor officers, marked units and foot beat officers. 16. Expo shall be set up on designated streets (Approved by SEPT) closing at 7 a.m. by City Streets Department. Departure of all bike rides will be off Palm Canyon Drive and Alejo Rd. All riders and walkers will have departed by 11:15 a.m. Palm Canyon Drive will reopen to vehicular traffic by 8: 00 p.m. Vendor is responsible to have all tenting, tables, staging etc... off the street by 7:00 p.m. 17. Expo event hours shall be the following: Friday January 22 from 12:00 p.m. -9:00 p.m.; Saturday January 23 9:00 a.m. - 5:00 p.m. All vendors and expo materials will be completely removed from the street by 7:00p.m. � Z5' 20Ito, 18. SEPT will assign additional staffingas needed. 19. Event layout must be reviewed and approved by the Palm Springs Fire Marshall and the Events Manager by Thursday January 7. No changes may be made without written consent from city staff. 10 20. Fire Apparatus Access Roads — (public streets, private streets, parking lot lanes and access roadways) shall not be obstructed in any manner including the parking of vehicles that will reduce the fire department access road to a width of less than 20 feet. 21. Fire Hydrants — No person shall stop, park, or leave standing any vehicle, or place a vendor booth or display, within 15 feet (7.5 feet on either side) of a fire hydrant. 22. Food Vendors — All food vendors utilizing open flame cooking devices (grills, barbeques, stoves, ovens, woks, kettles, deep -fryers, etc., shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. In addition, any food vendor that deep-fry's food or uses solid fuel for cooking such as charcoal, wood, etc. shall have a Class K UL rated 2A:K wet chemical fire extinguisher. 23. All Vendors — Vendors utilizing open flame devices (LPG heaters, candles, etc.), shall be required to have the appropriate fire extinguisher with a current State Fire Marshal service tag attached (serviced within the past 12 months). A 2A-10B:C minimum rated dry chemical fire extinguisher is required. 24. Tent Permits — An operational permit is required for all temporary tents and membrane structures in excess of 400 square feet. Tent conditions provided at the time of permit application. 25. Medical Standby — Promoter is responsible for providing two (2) Emergency Medical Technicians (EMT's) throughout the event as determined by SEPT. Provider shall be an authorized BLS provider (minimum) as determined by the Riverside County EMS Agency (REMSA) and approved by the Palm Springs Fire Department. 11 �1 Exhibit "B" ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Fridav January 22 & Saturdav January 23. 2016 Palm Springs Police Department $ 20,100 Streets/ $ 25,500 (Including Barricades/Traffic control rental) Downtown Maintenance $ 4,500 Special Events Staff $ 1,450 PSFD Deputy Fire Marshall $ 2,000 Facilities Maintenance $ 1,200 TOTAL ESTIMATED COST: $ 54,750 City Sponsorship: $ 25,000 Total Due to City: $ 29,750 12 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 13 AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 7st day of January 2014, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, February 7 & 8, 2014, on various streets within the City as described in Exhibit "A." 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepalmsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 As provided in Section 5.0 of this agreement, The City will be a sponsor of the event and provide Promoter with up to Fifteen Thousand Dollars ($15,000) for in -kind services to promote the event. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Fifteen Thousand Dollars ($15,000) of in -kind services. 2 4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 3 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than May 9, 2012. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City shall provide public service for the event, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 5.3 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 5.4 Promoter shall be responsible for and shall pay the City for all City costs of services in excess of Fifteen Thousand Dollars ($15,000) within thirty (30) days of the Event's close and not later than March 8, 2014. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Friday, February 8, through Saturday, February 9, 2013. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. rd 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to obligations set forth herein. 7.0 GENERAL fulfill the responsibilities, duties, and 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: 9 PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Aftab Dada, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Coordinator, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7 APPROVED BY CITY COUNCIL, •\� 1h �6hL\, A Q,h1%I [SIGNATURE BLOCK NEXT PAGE] IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CITY OF PALM SPRINGS a municipal corporation By:/ ity Clerk City Manager ((�� AP P � 1V - PROMOTER: Check one: _Individual _Partnership _Corporation 16nature (notarized) fName,tlll�_ Title: By: Signature (notarized) Name: Title: (This Agreement must be signed in the above space by one of This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or ny Vice the following: Secretary, Chief Financial Officer or any President) 7 Assistant Treasurer) State ofewW ,Get e, r County ofJZ,,,�.sue Jss av 14 On before me, jj personally ppeared _ personally known to me (or pr( evidence) to be the person(s) within instrument and acknow the same in his/her/their u I to me on the basis of satisfactory se name(s) is/are subscribed to the :d to me that he/she/they executed rized capacity(ies), and that by his/her/their signatur2nd the instrument the perso (s), or the entity upon behalf ich the person(s) act executed the instrument. WITNESS my hand official seal. Notary Notary Seal: I's 0 State of f County of Jss On before me, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On36,,L,,c, akR-),,<<i before me, L-o t �o�aru of , e Here Insert Na a and in tle of the Officer personally appeared 1 �hr�- j a� n - 46. - Name(s) of Signer4o B. l)'CAMB Commission #f 1961163 Notary Public - California Riverside County Comm. Ex ire& Dec 17. 2015 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(4 is/are- subscribed to the within instrument and acknowledged to me that he/shelth&f executed the same in his/her/tl4etr authorized capacity(aes), and that by 4i6/her/04c*. signature(&) on the instrument the person(), or the entity upon behalf of which the person(e) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: "/,� n (� t^' „ , Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: [ 6-or i g -0 Document Date: Number of Pages: i Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: L ti 2 �J AA _ _- Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner—.-- Limited i—General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: a__�_ e-c-w% i u-4- Signer Is Representing: ❑ Individual ❑ Partner — ❑ Limited General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing 0 2009 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2014 Tour De' Palm Springs Event for the City scheduled February 7 & 8, 2014, to include a bicycle ride, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: 1. Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 7 & 8, 2014 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. All trash pickup throughout the Event site will be the responsibility of the Promoter with support from paid city staff. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets. 7. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 30, 2014. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 8. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 30, 2014. 9. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. 9 10. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 11. City police officers shall be required at the Event site on Friday February 7 and Saturday, February 8 beginning at 6:00 a.m. until 5:00 p.m., approximately. City's Police Department shall coordinate required staffing for the event, consisting of motor officers, marked units and foot beat officers. 12. Expo event hours shall be the following: Friday February 7 from 12:00 p.m. -9:00 p.m.; Saturday 9:00 a.m. - 5:00 p.m. All vendors and expo materials will be completely removed from the street by 8:00p.m. 13. SEPT will assign additional staffing as needed. 10 Exhibit "B" ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Fridav February 7 & Saturday. February 8. 2014 Palm Springs Police Department $ 20,100 Streets/Downtown Maintenance $ 19,050 (Including Barricades/Traffic control rental) Special Events Staff $ 840 PSFD Deputy Fire Marshall $ 1,104 TOTAL ESTIMATED COST: $ 41,094 City Sponsorship: $ 15,000 Total Due to City: $ 26,094 11 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 12 0 AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 31" day of December 2012 ("Effective Date"), by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V.S.P.I.N., Inc., dba the Tour de Palm Springs, a California nonprofit corporation, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 901438.1 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" attached hereto and incorporated herein by this reference. 1.2 The Event will take place on Friday and Saturday, February 8 & 9, 2013, on various streets within the City as described in Exhibit "A". ©R1G1IN-CA L .31D AND;011't l�r;[itrCP-vlF-N 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepaimsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single twenty (20) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the Event, the City will provide Promoter with up to Fifteen Thousand Dollars ($15,000) worth of in -kind services for employee support through the assistance of the City's Special Events Planning Team (SEPT) in the planning process. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. All amounts in excess of the City contributions will be paid by Promoter within thirty (30) days of the Event's close and not later than March 9, 2013. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Fifteen Thousand Dollars ($15,000) worth of in -kind services. 901438.1 2 W W 4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 901438.1 3 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than May 9, 2013. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City agrees to provide, at no cost to Promoter, in -kind services worth up to Fifteen Thousand Dollars ($15,000), including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 5.3 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws may be cited by the City's Police Department. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from the Effective Date through Saturday, February 9, 2013. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for cause by giving ten (10) days' advance written notice to Promoter. In the 901438.1 4 event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All costs incurred by City in the provision of in - kind services as set forth in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to fulfill the responsibilities, duties, and obligations set forth herein. 7.0 GENERAL 7.1 INDEMNITY. Promoter shall indemnify and hold harmless City and its officers, agents, and employees from and, if requested, shall defend them against, any and all loss, cost, damage, injury, liability, and claims of any kind, including but not limited to injury to or death of a person, including employees of Promoter, or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, 901438.1 5 and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter shall maintain insurance for the duration of this Agreement as set forth in Exhibit "C", attached hereto and incorporated herein by reference. 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. S.P.I.N, Inc. TOUR DE PALM SPRINGS, Robert Leidner, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 901438.1 6 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Coordinator, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create, and the parties do not intend to create, any rights in third parties. [SIGNATURE BLOCK NEXT PAGE] 901438.1 7 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CITY OF PALM SPRINGS a municipal corporation BBy: ` Ity Clerk City Manager APPROVED BY CITY COUNCIL PROMOTER: Check e: _Individual _Partnership ✓Corporation By:. Name: t (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) State of &14rvA %J)'+ - County of _A VE-As /DE -ss On . 119 By: Signature (notarized) Na This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) State of_ County of me, On persy appeared Al 04D— 4F,7hA1E+2 personally known to me (or proved to me on the bays' of satisfactory evidence) to be the person/whose namearesubscribed the within instrument and ack w ged to me that e they. executed the a in i their authorized pacity.Ciml, and that b i /her/nature on the instrument the person�r the entity upon behalf f which the persoukel"acted, executed the instrument. WITNESS m and official seal. Notary , Signature: Notary Seal: JAY L. KANNER ConwAsion 11983782 Notary Public - California Rhreraida County My Comm. Ex9inis Jul 28. 2016 901438.1 before personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Notary Seal: ul'10 �xaefNdE tressthout The �f The City Authorization Manager. .I { 0 Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2013 Tour d' Palm Springs Event scheduled February 8 & 9, 2013, to include a bicycle ride, entertainment, and vendor expo. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 8 & 9, 2013 upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event on various streets throughout Palm Springs as required by SEPT review. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential and business housing. 6. All trash pickup throughout the Event site will be the responsibility of the Promoter with possible paid city staff support. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets. 7. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 24, 2013. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 8. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 24, 2013. 9. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. 10. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is 901438.1 9 required to obtain permission of the property owners for placement on private property. 11. City police officers shall be required at the Event site on Friday February 8 and Saturday, February 9, 2013. City's Police Department shall coordinate required staffing for the ride and expo, consisting of motor officers, marked units and foot beat officers. 12. Expo Event hours shall be the following: Friday February 8 from 12:OOPM-10:OOPM; Saturday 9:OOAM- 8:OOPM. Promoter is responsible for having all vendors off the street by 10:OOPM. 901438.1 10 Exhibit "B" SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Friday February 8 & Saturday, February 9, 2013 PSPD $ 20,100 Streets Maintenance $ 19,050 Special Events Planning Staff $ 840 PSFD Deputy Fire Marshall $ 1104.00 TOTAL ESTIMATED COST: $ 41,094 City Sponsorship: $ 15,000 Total Due to City: $ 26,094 901438.1 11 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE 1. Procurement and Maintenance of Insurance. Promoter shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Promoter's performance under this Agreement. Promoter shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Promoter shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Promoter's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least two million dollars ($2,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000.00) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000.00) per occurrence. If Promoter has no employees, Promoter shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Promoter's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self- insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Promoter's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 901438.1 12 N 4. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 5. Verification of Coverase. Promoter shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Promoter's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No." or 'for any and all work performed with the City" may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No." or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Promoter's obligation to provide them. 6. Deductibles and Self -Insured Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City prior to commencing any 901438.1 13 work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Promoter shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self -insured retention under the policy. Promoter guarantees payment of all deductibles and self -insured retentions. 7. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 901438.1 14 AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 271h day of December 2011, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event'); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Friday and Saturday, February 10 and 11, 2012, on various streets within the City as described in Exhibit "A." ORIGINAL BID AMOR AGREEMENT 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepaimsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single ten (10) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the Event, the City will provide Promoter with up to Fifteen Thousand Dollars ($15,000) for in -kind services for employee support through the assistance of the City's Special Events Planning Team (SEPT) in the planning process. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. All amounts in excess of the City contributions will be paid by Promoter within thirty (30) days of the Event's close and not later than March 10, 2012. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Fifteen Thousand Dollars ($15,000) of in -kind services. 2 4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 3 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than April 14, 2012. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City agrees to provide, at no cost to Promoter, up to Fifteen Thousand Dollars ($15,000) toward public service costs incurred by the City, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 5.3 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Friday, February 10, through Saturday, February 11, 2011. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for 4 cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to fulfill the responsibilities, duties, and obligations set forth herein. 7.0 GENERAL 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The 5 foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT, This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Robert Leidner, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 6 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Coordinator, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved parry's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. [SIGNATURE BLOCK NEXT PAGE] 7 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CITY OF PALM SPRINGS a municipal corporation By. i�tyC le /za/ Z City Manager APPROVED AS TO FOFOAPPROVED BY CITY COUNCIL PROMOTER: Check one: In [ I Partn �C r )oration .1i2,,, , b EQ11 City Atkwft By: Signature (notanze Name: /2`C2 CfJ�i�s Title: excc� (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) State of - County of =ss On befo me, personally appeared personally known to me (or proved to me on the is of satisfactory evidence) to be the person(s) whose nam s) is/are subscribed to the within instrument and ackn ledged to me that he/she/they executed the same in is/her/their authorized capacity(ies), and that by his/her eir signature(s) on the instrument the person(s), or the a 'ty upon behalf of which the person(s) acted, executed the i ment. WITNESS my hand and offi ' 1 seal. Notary Signature: VI V By: Signature (notarized) Name: Title: This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) State of - County of =ss On before me, , personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal: / ' t ` Notary Seal: blot To Exceed -co C t� -� Without The Exp{ess Written Authorization Of The City 829907.1 8 Manager. CALIFORNIAALL-PURPOSE ACKNOWLEDGMENT State of Californian a County of 1 CI ✓vr�lG[ On JaK�l�l �01� before me, ate V Here Insert Name and Title of the Officer tj personally appeared r e _�> Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person* whose name( . subscribed to the within instrument and acknowled to me that � �"�'q/t" executed the same in a the authorized _ CYNTHIA A. BERARDI Commission 4t 1879529 capacity(ibg), and that by er f))ak signature( on the Notary Public - California > instrument the personN, or the entity upon behalf of i • Riverside County which the person] acted, executed the instrument. M Comm..WV Expires Feb 1B, 2014 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature La Place Notary Seal Above q4nature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document _ Title or Type of Document: Document Date: Signer(s) Other Than Named Above:^ Capac ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): 1_ ❑ Partner — ❑ Limited ❑ General _ ❑ Attorney in Fact • ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: =_vA- Number of Pages: t ' "� i� 4• Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ TivsWe ❑ Guardian ❑ Other: Signer Is Representing: 10. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 12. Twenty Four (24) City police officers shall be required at the Event site on Saturday, February 11 beginning at 6:30 a.m. until 5:00 p.m. City's Police Department shall coordinate required staffing for the parade, consisting of motor officers, marked units and foot beat officers. im Exhibit "B" SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Friday & Saturday, February 10 & 11, 2012 PSPD (24 Officers/ 225Total Hours) $ 15,975 Streets Maintenance (4 Workers/ 75 Total Hours) $ 4,500 Special Events Planning Staff $ 840 (2 workers/ 10 Total Hours) PSFD Deputy Fire Marshall (1 Officer/4 hours) $ 328 Barricade/Traffic Control Rentals $ 2,700 TOTAL ESTIMATED COST: $ 24,343 City Sponsorship: $ 15,000 Total Due to City: $ 9,343 11 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000, 000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 12 C AGREEMENT FOR EVENT PROMOTION This Agreement, 0ovemed by the laws of the State of California, is made and entered into this 12 day of January 2011, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(6)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event on Saturday, February 12, 2011, on various streets within the City as described in Exhibit "A." 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepaimsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single ten (10) member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for.any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the Event, the City will provide Promoter with up to Fifteen Thousand Dollars ($15,000) for in -kind services for employee support through the assistance of the City's Special Events Planning Team (SEPT) in the planning process. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. All amounts in excess of the City contributions will be paid by Promoter within thirty (30) days of the Event's close and not later than March 14, 2011. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Fifteen Thousand Dollars ($15,000) of in -kind services. 2 4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. —4.4---Recruiting, coordinating, and supervising volunteers and . all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents and hotels regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 3 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than April 14, 2011. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City agrees to provide, at no cost to Promoter, up to Fifteen Thousand Dollars ($15,000) toward public service costs incurred by the City, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 5.3 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Wednesday, January 12 through Saturday, February 12, 2011. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for 4 cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) , Promoter fails to obligations set forth herein. 7.0 GENERAL fulfill the responsibilities, duties, and 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The 5 foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C". 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Robert Leidner, President 74854 Velie Way, Suite 9 Palm Desert, CA 92260 (760) 674-4700 6 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Coordinator, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. [SIGNATURE BLOCK NEXT PAGE] 7 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: ity Clerk 0y_''q3120 I ( CITY OF PALM SPRINGS municipal corporation V: City ManagA' PROVED BY CITY MANAGER PROMOTER: Che on individual _Partnership �' Corporati b a BY:By. S' ature (notarize Signature (notarized) Name- Title. — (This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice President) State of - County of. /eAUA5f =ss On J�1o'��.� v20 / / before me, �2 irn U .Gas�rrzan, iYoa�y !Lb/,c personally appeared b&- f i ' n e /- personally known to me (or proved to me on the basis of satisfactory evidence) to he the person(s) whose name('.) is/aw subscribed to the within instrument and acknowledged to me that he/sly executed the same in his/heroheir authorized capacity(4es), and that by his/herheir signature(.} on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WrrNESS my hand and official seal. Notary Signature 4a Ctv� Notary Seal: AM VP conindsman #� 17#JSO11 JftWV Public - CollImnlo amide Cou" epMug,A,ao� 1 0 Name: Title: This Agreement must be signed in the above space by one of the following: Secretary, Chief Financial Officer or any Assistant Treasurer) State of - County of =ss On before me, personally appeared Personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. W MESS my hand and official seal. Notary Signature: Notary Seal: Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the 2010 Tour d'Palm Springs Event for the City scheduled February 12, 2011. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 12, 2011 at the Spa Resort Casino Parking Lot and upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event at the Spa Resort Casino Parking Lot as required by SEPT review. 4. All electrical and lighting required to stage the Event will be the responsibility of the Promoter. 5. All amplified sound equipment and lighting is to be directed away from all adjacent residential housing. 6. All trash pickup throughout the Event site will be the responsibility of the Promoter. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets. 7. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 27, 2011. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 8. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. ViIlageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 27, 2011. 9. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre - and post -stage traffic delineation and staging as approved by SEPT. K 10. Promoter will provide portable toilets in various locations at the pre -stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 12. Twenty Four (24) City police officers shall be required at the Event site on Saturday, February 12 beginning at 6:30 a.m. until 5:00 p-m. City's Police Department shall coordinate required staffing for the parade, consisting of motor officers, marked units and foot beat officers. 10 Exhibit "B" SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Saturday, February 13, 2010 PSPD (24 Officers/ 204Total Hours) $ 14,484 Streets Maintenance (4 Workers/ 40 Total Hours) $ 2,440 Special Events Planning Staff $ 840 (2 workers/ 10 Total Hours) PSFD Deputy Fire Marshall (1 Officer/4 hours) $ 328 Barricade/Traffic Control Rentals $ 2,700 TOTAL ESTIMATED COST: $ 20,792 City Sponsorship: $ 15,000 Total Due to City: $ 5,792 11 w 12 Exhibit "C" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000, 000 bodily injury and . property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 13 AGREEMENT FOR EVENT PROMOTION This Agreement, governed by the laws of the State of California, is made and entered into this 21 st day of November 2008, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc., dba the Tour de Palm Springs, a California nonprofit, hereinafter called "Promoter." RECITALS WHEREAS, the City Council recognizes the intrinsic value of cultural and promotional events and the role they play in enhancing and expanding the economic vitality and image of the City; and WHEREAS, the City Council provides funding assistance to eligible organizations for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; and WHEREAS, Promoter plans to produce the Tour de Palm Springs as described herein (hereinafter "Event"); and WHEREAS, Promoter is a California nonprofit public benefit corporation authorized to engage in charitable and educational activities as well as those activities permitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code and under Section 170(b)(1) of the Internal Revenue Code; and WHEREAS, Promoter requests financial assistance to produce the Event and has requested City sponsorship; and WHEREAS, the City Council has determined that sponsorship of the Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage, and produce the Event generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 Event dinner and exposition shall be held on Friday, February 13, 2009, at the Palm Springs Convention Center and the bike ride on Saturday, February 14, 2009, on various streets within the City as described in Exhibit "A." ORIGINAL L.- AN D/ 0 AG R' t-f;,, 11; r G 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement or on promotional literature advertising the Event. 2.1 Promoter will provide City with recognition in advertising media to include print, radio, internet and television. Promoter will provide a link on its website (www.tourdepaImsprings.com) to the City website. Promoter will provide a complimentary 10' x 10' booth at the Event exposition for informational purposes if requested by the City. Promoter will provide complimentary VIP entry to the Event for a single nine (9) -member City team, whose members will be determined by the City. 2.2 City will provide promotional assistance for the Event through the Palm Springs Bureau of Tourism (PSBT) and through the City Events Calendar listed on the City's website. 2.3 The City and Promoter agree that nothing in this Agreement should be construed as establishing any joint venture or partnership arrangement of any kind between the parties and that the debts and obligations of the Promoter are solely the debts and obligations of the Promoter, and the City shall not be liable for any portion of such debts and obligations. 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the Event, the City will provide Promoter with up to Twenty Five Thousand Dollars ($25,000) for in -kind services for employee support through the assistance of the City's Special Events Planning Team (SEPT) in the planning process. The in -kind services will cover staffing costs for City's police, fire, streets maintenance and parks maintenance services as determined through the SEPT process for the bike rides. The City shall appropriate funds upon execution of said Agreement, unless otherwise changed by the City. All amounts in excess of the City contributions will be paid by Promoter within thirty (30) days of the Event's close and not later than March 15, 2009. 3.2 Promoter is responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Twenty Five Thousand Dollars ($25,000) of in -kind services. 2 4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter will provide production services, including, but not limited to, the following and will accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities, including VIP party, use of parking lots and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule and list of exhibitors and sponsors participating in Event to City's SEPT at least ten (10) days prior to the Event; coordinating Event routing, signs, delineation and staging with SEPT and providing an accurate count to date of registered Event participants no less than forty-eight (48) hours prior to start of bike event. 4.3 Contracting and paying for all service vendors and technical support, including, but not limited to, sound, including a public address system, lighting, electricity, canopies, tents, bleachers, and security services at related activities described in Section 4.1, and reimbursing City for any expenses incurred by the City pursuant to Section 4.2 in excess of the City's in -kind contribution. 4.4 Recruiting, coordinating, and supervising volunteers and all their activities. 4.5 Obtaining certificates of insurance and liability release forms from all entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and Riverside counties), San Diego County, and the Coachella Valley. b) Providing a written notification to local residents regarding the proposed route as directed by SEPT. c) Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. 3 (D 4.7 Promoter will provide a post -event report summarizing the specific revenues and expenses associated with the production of the Event. The post -event report shall be delivered to the City's representative sixty (60) days following the close of the Event. Final report shall be due not later than April 15, 2009. Failure to do so will jeopardize future funding of the Event. In addition to the above, the report shall include the following: a) Documentation showing the economic impact the Event has on the Transient Occupancy Tax and the sales tax for the City; b) The post -event report shall summarize the specific revenues and expenses or a profit -and -loss statement for the Event; and c) Documentation showing any and all contributions made to local charities inclusive of the amount donated and the appropriate contact person for the agency involved. 6.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City agrees to provide, at no cost to Promoter, up to Twenty Five Thousand Dollars ($25,000) toward public service costs incurred by the City, including police services, emergency medical services, street maintenance services, and other public services as may be deemed appropriate by SEPT to produce the Event for the bike rides, as outlined in attached Exhibit "B". 5.2 City will make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 5.3 City will provide police services to provide for the safe travel of all Event participants as they travel the designated route through the City. It is the responsibility of the Promoter and Event participants to follow all traffic laws of the City and State of California as they ride the designated routes. Participants not following traffic laws will be cited by the City's Police Department. 6.0 TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be from Thursday, February 12, through Saturday, February 14, 2009. Any covenant, term or provision of this Agreement, which, in order to be effective must survive the termination of this Agreement, shall survive any such termination. 6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for any reason from the requirements hereof or from any other provision of this Agreement shall constitute a breach of this Agreement and may be cause for termination at the election of City. City may terminate this Agreement for 4 cause by giving ten (10) days' notice to Promoter. In the event of termination by whatever means, City shall have the option to direct Promoter's actions with respect to access to materials or assigning any rights, such as name, lists, speaker contracts to City or its designee. City reserves the right to waive any and all breaches of this Agreement, and any such waiver shall not be deemed a waiver of all previous or subsequent breaches. In the event City chooses to waive a particular breach of this Agreement, it may condition same on payment by Promoter of actual damages occasioned by such breach of Agreement and shall make every effort to resolve the same quickly and amicably. 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, including circumstances beyond its control, City may terminate this Agreement in whole or in part in the same manner as for breach hereof and be entitled to the same rights on termination. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 3.1 of this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: a) Promoter loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or b) The dissolution of Promoter; or c) Promoter terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or d) Promoter fails to obligations set forth herein. 7.0 GENERAL fulfill the responsibilities, duties, and 7.1 INDEMNITY. Promoter shall indemnify and save harmless City and its officers, agents, and employees from and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claims thereof for injury to or death of a person, including employees of Promoter or loss of or damage to property, arising directly or indirectly from Promoter's performance of this Agreement, including, but not limited to, Promoter's use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of or by any omission to perform some duty imposed by law or agreement on Promoter, its subcontractors, or either's agent or employee. The 5 foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoter's obligation to indemnify City, Promoter specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Promoter by City and continues at all times thereafter. Promoter shall indemnify and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City, or any of its officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 INSURANCE. Promoter will deliver to City not less than thirty (30) days prior to the first scheduled date of the Event a Certificate of Insurance and additional insured policy endorsements showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City as outlined in attached Exhibit "C°. 7.3 INSPECTION OF RECORDS. City shall have the right to monitor and inspect all work or records under this Agreement. 7.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. This Agreement supersedes all previous agreements, if any, between the parties. 7.5 AMENDMENTS. Any alterations, variations, modifications or waivers of provisions to this Agreement shall be valid only when reduced to writing duly signed and attached to the original of this Agreement. 7.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: C.V. Spin, Inc. TOUR DE PALM SPRINGS, Tim Esser, Director P.O. Box 1627 Cathedral City, CA 92235-1627 (760) 770-4626 6 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 (760) 322-8336 FAX (760) 323-8207 7.7 CITY REPRESENTATION. Promoter shall work closely with the City's Special Events Coordinator, who shall be designated the "Liaison Representative of City." Promoter's principals shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Event. 7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.9 STANDARD OF CARE. City relies upon the professional ability of Promoter as a material inducement to entering into this Agreement. Promoter agrees to use reasonable care and diligence in rendering services under this Agreement. Promoter agrees that the acceptance of its work by City shall not operate as a waiver or release of said obligation of Promoter. The absence, omission, or failure to include in this Agreement items that are normally considered to be a part of generally accepted professional procedure or that involve professional judgment shall not be used as a basis for submission of inadequate work or incomplete performance. 7.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until he/she receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to performance under this Agreement but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding ten (10) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. [SIGNATURE BLOCK NEXT PAGE] 7 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above ATTEST: CITY OF PALM SPRINGS a municipal corporation By: By. Ity Clerk City Managers PROMOTER: Check one: _Individual _Partnership _Corporation APPROVED BY CITY COUNCIL 01 By By. '-t'Y1 A_ 15A Signature (notarized) Signature (notarized) � . - •.. u [11C Title: (This Agreement must be signed in the above space by one of This Agreement must be signed in the above space by one of the following: Chairman of the Board, President or any Vice the following: Secretary, Chief Financial Officer or any President) Assistant Treasurer) State of 0JA— County of VZ� __`J._„-=ss State of = County of =ss On before meti� L L `�1�f L, On before me, personally appeared t )personally appeared personally known to me (or proved to me on the basis of satisfactory personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(e) whose name(e) isfer"ubscribed to the evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he{she/+erexecuted within instrument and acknowledged to me that he/she/they executed the same in 4ds/her/their authorized capacity(ies), and that by the same in his/her/their authorized capacity(ies), and that by bh-Aierhhetr signature(s) on the instrument the persono, or the his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the entity upon behalf of which the person(s) acted, executed the instrument. instrument. WITNESS my hand and official seal. WITNESS my hand and official seal. Notary Signat e: Notary Signature: Notary Seal: MICHELLE STRUEK Commission N 17646" Notary Public • California Riverside County o mrn Yes 1 Notary Seal: Exhibit "A" SCOPE OF SERVICES Promoter shall organize, manage, and produce the annual Event for the City in February of each year during the term of this Agreement. Production of the Event will include, but is not limited to, the following: Promoter is responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event on February 13 through February 14, 2008 at the Palm Springs Convention Center and upon designated streets within the City. 2. Promoter is responsible for developing the schedule of activities, site map and travel routes, traffic delineation and signs, rest stations, and Event layout to the satisfaction and requirements of SEPT. 3. All Event bicycle entrants will enter Palm Canyon Drive through the main entrance at Arenas Road in Downtown Palm Springs. Promoter will provide security for all event participant vehicles as determined by SEPT. 4. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City, and all volunteer and/or paid staff as needed to man and stage the Event at the Pavilion and downtown Palm Springs as required by SEPT review. 5. All electrical and lighting required to stage the Event will be the responsibility of the Promoter except as provided at the Palm Springs Convention Center. 6. All amplified sound equipment and lighting is to be directed away from all adjacent residential housing. 7. All trash pickup throughout the Event site will be the responsibility of the Promoter. All marking of concrete walks, streets and parking lots shall be done with a water-soluble paint or chalk and shall be removed by Promoter within twenty-four (24) hours of the conclusion of the Event. Promoter will handle all cleaning of restrooms to include ample portable toilets as determined by SEPT except as provided by the Palm Springs Convention Center on February 13, 2009, for the dinner event. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than January 29, �7 2009. All food vendors will be required to comply with Riverside County Environmental Health Codes for the Event. 9. All vendors will be required to have the appropriate City business licenses as determined through the SEPT review process. Business licenses must be displayed on or within vendor booths throughout the Event. VillageFest licenses are not considered acceptable as a City business license. All vendor permits must be submitted no later than January 29, 2009. 10. Promoter will provide bike routes as needed and approved by SEPT. Promoter will coordinate staging and lineup of all participant entries, pre- and post -stage traffic delineation and staging as approved by SEPT. 11. Promoter will provide portable toilets in various locations at the pre - stage area and other locations as determined by SEPT. Promoter will be responsible for the delivery, cleaning and pickup of portable toilets and is required to obtain permission of the property owners for placement on private property. 12. Twenty Four (24) City police officers shall be required at the Event site on Saturday, February 13 from 6:30 a.m. to 5:00 p.m. City's Police Department shall coordinate required staffing for the parade, consisting of motor officers, marked units and foot beat officers. 10 Exhibit "B" SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY SERVICE COSTS Saturday, February 14, 2009 PSPD (24 Officers/ 204Total Hours) PSFD (1 Deputy Fire Marshall/4 Hours) Downtown Cleanup Crew (4 Workers/ 40 Total Hours) Streets Maintenance (8 Workers/ 112 Total Hours) Barricade/Traffic Control Rentals TOTAL ESTIMATED COST: $ 14A84 $ 364 $ 1,600 $ 5,600 $ 2,700 $ 24,748 City Sponsorship: $ 26,000 11 Exhibit C Insurance Requirements Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in an amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000,000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements, or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section.