Loading...
HomeMy WebLinkAbout11/1/2006 - STAFF REPORTS - 2.G.MINUTE ORDER NO. APPROVING, IN A FORM ACCEPTABLE TO THE. CITY ATTORNEY, AN EVENT SPONSORSHIP WITH PALM SPRINGS ART MUSEUM FOR THE K.D. LANG CONCERT I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that this Minute Order approving, in a form acceptable to the City Attorney, an event sponsorship with Palm Springs Art Museum for the k.d. lang Concert was adopted by the City Council of the City of Palm Springs, California, in a meeting thereof held on the 25th day of October, 2006. James Thompson, City Clerk Item No. 2. G . AGREEMENT FOR EVENT PROMOTION AN EVENING WITH KD LANG This Agreement governed by the laws of the State of California is made and entered into this 6th day of October, 2006 by and between the City of Palm Springs, a municipal corporation, hereinafter called "CITY" and the Palm Springs Art Museum, a California 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; 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; WHEREAS, Promoter plans to produce an opening night concert benefiting the Annenberg Theater as described herein (hereinafter "EVENT"); WHEREAS, the EVENT will be held at the Palm Springs Pavilion Theatre and will feature multi -Grammy Award winning song writer and female vocalist "k.d lang'; WHEREAS, PROMOTER needs financial assistance to produce this EVENT and has requested CITY sponsorship; WHEREAS, the CITY COUNCIL has determined that this EVENT will generate substantial publicity for the CITY; WHEREAS, the CITY COUNCIL does hereby find that sponsorship of this EVENT would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1.0 EVENT DESCRIPTION, DATE AND LOCATION 1.1 PROMOTER shall organize, manage and produce the EVENT as generally described in Exhibit "A" and attached hereto and incorporated herein by this reference. 1.2 The EVENT shall be held on November 5, 2006 at the Palm Springs Pavilion Theater. In no event shall an alternate date or location be set without the express written approval of CITY, AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT 2.0 CREDIT LINE 2.1 The City shall be recognized as a "Major Sponsor' and "Gold Row Sponsor' in all advertising. For promotional purposes the EVENT shall include the following credit line in all paid media (advertising), publications, and signage: "Major Funding Provided by the City of Palm Springs." 3.0 SPONSORSHIP TERMS FOR THE CITY 3.1.1 To produce the EVENT, the CITY will provide PROMOTER with Thirty Thousand Dollar ($30,000) cash sponsorship (herein "Contract Sum"). The City shall disburse funds upon execution of said agreement unless otherwise changed by the City. PROMOTER is responsible for raising all funds necessary to produce the EVENT in excess of the City's Contract Sum. 3.1.2 Provided PROMOTER is not in default under this Agreement, the Contract Sum shall be paid as follows: (i) $20,000 at such time as this Agreement has been fully executed by both parties; (ii) the sum of $10,000 on or before November 30, 2006. City shall have no obligation to make the payment to Promoter due November 30, 2006 if the EVENT is not held on the date specified in Section 1.2. 3.2 The City shall receive fourteen (14) center section "Gold Roil' seats including valet parking and other benefits as the parties agree necessary for City to fully enjoy the EVENT. 3.3 The Promoter shall provide, at its discretion, an additional six (6) tickets to EVENT. 3.4 The City shall be positioned as a Major Sponsor in all advertising. Examples of advertising include, but are not limited to: a. Program — City shall receive space to place one (1) full -page advertisement in the EVENT's official program for marketing and promotion purposes. In addition, City shall receive space to place one (1) "Welcome Letter' from the Mayor and City Council within the Official Program. b. Collateral Materials — City shall be prominently position and named as a Major Sponsor any additional printed materials that are created to promote EVENT. 3.4 The City shall be identified as a major sponsor on the Promoter's website page at www.osmuseum.om for a term of no less than ninety (90) days. There shall be a hyperlink from the Promoter's web site to the City's web site at www.ci.oalm-sorinas.ca.us. The parties agree that said link may be "Framed" whereby material or pages from the linked web site appear in a frame on the site which creates Revised Draft Agreement - 10/9/2006 Page 2 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT the link. The parties expressly recognize their individual obligations and respCosibilities for the content, quality, accuracy or completeness of materials contained on their respective web sites and agree to hold each other harmless from any special, indirect, incidental or consequential damages that may arise from the use of, or the iflability to use, the respective sites and/or the materials contained on either site whether the materials contained on the site are provided by the City or the Promoter. 3.5 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, but is not limited to the number of attendees, publicity received and final costs to produce EVENT. 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: 4.1.1 Securing the necessary venues for the EVENT and related post -concert reception. 4.1.2 Contracting and paying for all service vendors and technical support including, but not limited to sound, including a public address system, lighting, catering, and security services at related activities described in Section-4.1. 4.1.3 Recruitment, coordination and supervision of volunteers and all their activities. 4.1.4 Obtain certificates of insurance and liability release forms from the Pavilion Theatre, volunteers and vendors participating in EVENT. 4.1.5 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. b) Preparing press releases and marketing materials to promote the EVENT. c) Coordinating local and regional public relations including the distribution of press materials to entertainment and travel writers. d) Coordinating with the CITY's Bureau of Tourism to promote EVENT if deemed appropriate. e) Promoting EVENT through personal appearances and/or the distribution of collateral materials. Revised Draft Agreement--10/9/2006 Page 3 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT 4.2 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 4.2.1 The CITY will make a concerted effort to promote the EVENT on the CITY's government access channel and other advertising and marketing vehicles if deemed appropriate by Promoter. 5.0 TERM OF AGREEMENT 5.1 AGREEMENT PERIOD. The effective date of this Agreement shall be September 6, 2006 through December 31, 2006. 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. 5.2 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. 5.3 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. 5.4 REIMBURSEMENT. All amounts paid to PROMOTER pursuant to this Agreement shall be subject to reimbursement upon the occurrence of any of the following events: (a) The dissolution of PROMOTER; or (b) PROMOTER terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or (c) PROMOTER fails to fulfill the responsibilities, duties, and obligations set forth herein. Revised Draft Agreement--10/9/2006 Page 4 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT M. rlLFI:10110;17-111 6.1 INDEMNITY. Promoter and City agree that City, (its officers, employees and agents) should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs, court costs or any other cost arising out of or in any way related to the performance of this agreement. Accordingly, the provisions of this indemnity provision are intended by the parties to be interpreted and construed to provide the fullest protection possible under the law to the City. Promoter acknowledges that City would not permit the EVENT described herein in the absence of this commitment from Promoter to indemnify and protect City as set forth here. To the full extent permitted by law, Promoter shall defend, indemnify and hold harmless City, its officers, agents, employees, and volunteers from all loss, cost, and expense arising out of any liability or claim of liability for personal injury, bodily injury to persons, contractual liability and damage to property sustained or claimed to have been sustained arising out of activities of the Promoter or those of any of its officers, agents, or employees, whether such act is authorized by this Agreement or not; and Promoter shall pay for any and all damage to the property of the City, or loss or theft of such property, done or caused by such persons. City assumes no responsibility whatsoever for any property placed on the premises. Promoter further agrees to waive all rights of subrogation against City. The provisions of the Article do not apply to any damage or loss caused solely by the negligence of the City or any of its agents or employees. In the event Promoter fails to obtain such indemnity obligations from others as required here, Promoter agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns, or heirs of Promoter and shall survive the termination of this Agreement or this section. 6.2 INSPECTION OF RECORDS. CITY shall have the right to monitor and inspect all work or records under this Agreement. 6.3 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. 6.4 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. Revised Draft Agreement--10/9/2006 Page 5 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT 6.5 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: PALM SPRINGS ART MUSEUM Janice Lyle, Executive Director P.O. Box 2310 Palm Springs, CA 92263-2310 (760)325-7186 FAX (760)327-5060 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 6.6 CITY REPRESENTATION. The City Manager and or his designee shall be designated the "Liaison Representative of City." PROMOTER shall work closely with the Liaison Representative of City to keep the CITY currently advised on the status of EVENT. 6.7 COMPLIANCE WITH LAWS. PROMOTER shall comply with all applicable federal, state, and local laws, ordinances and regulations. 6.8 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. 6.9 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 Revised Draft Agreement--10/9/2006 Page 6 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 6.10 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] Revised Draft Agreement--1019/2006 Page 7 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT 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 City Manager CONTRACTOR: Bv' Signature (nolorizedl / Name,' f Title: This Agreement must be signed in the above space by one of the following: Executive Director, Secretary, Chief ]Financial Officer or any Assistant Treasurer) state of County of _Ss On before personally appeared -_- personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose namc(s) is/are subscribed in the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorised capacily(ics), and that by his/her/their signalure(s) on the instrument the person(s), orthe entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Signature: Notary Seal= Revised Draft Agreement--10/9/2006 Page 8 of 9 AGREEMENT FOR EVENT PROMOTION ANNENBERG THEATRE OPENING NIGHT Description of Event The Palm Springs Art Museum will present "An Evening With k_d. lang" on Sunday, November 5, 2006 at 6:00 pm in the Palm Springs Pavilion Theatre to be immediately followed by an apres-concert reception at the Museum. All funds raised from this concert, which kicks off the Annenberg Theater's 2006-2007 season, will go directly towards funding Annenberg programs. Revised Draft Agreement—10/9/2006 Page 9 of 9