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HomeMy WebLinkAboutA8335 - CONNEXION PARTNERSHIPS - PROF SERV AG TO SECURE SECURE SPONSORSHIPS FOR FESTIVAL OF LIGHTS EVENT CONSULTING SERVICES AGREEMENT (ConneXion Partnerships) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on , 2019,- by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and ConneXion Partnerships, Inc. a California Corporation, ("Consultant"). City and Consultant are individually referred to as 'Party"and are collectively referred to as the "Parties". RECITALS A. City requires Sponsorship Solicitation services related to Festival of Lights Events ("Project"). B. Consultant has submitted to City a proposal to provide Sponsorship Solicitation, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Consultant for the Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Sponsorship Solicitation, services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. l Revised 1/31/18 7 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to. the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. - Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement as set forth in Exhibit °A". Consultant shall receive Thirty Thousand Dollars ,($30,000) over the Agreement, if Consultant engages the current sponsor to increase the amount of their sponsorship, then 10% commission is due only on the difference from the 2018 sponsorship fee to the increased 2019 new sponsorship fee, as outlined in Exhibit"A". 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 2 Revised.1.31 r 18 8 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A.° Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be fnal and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of six (6) months, commencing on July 1, 2019, and ending on December 31, 2019, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all .services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt .of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being:the principal and representative'of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Vicki Higgins. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible 3 Revised 1131118 9 during the term of this Agreement for directing all.activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual .or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any" interest may be assigned or transferred, voluntarily or by operation of law,'without the prior written approval of City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any,control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant.. Name: Title: i Vicki Higgins Consultant 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. Ii5�9 I " Revised 1/31/18 10 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold hamlless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to or'death of persons (Consultant's employees included), for damage to property, including property owned by City, from any violation_ of any federal, state, or local law or ordinance, and from errors and omissions committed by Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This "indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended -for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or sub Consultants, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement (".Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub- Consultants, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the 5. Revised 113115 720599 1 11 indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non-design-professional sub-Consultants, used or sub- contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required-by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City'and copies shall be promptly fumished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State 6 Revised.1.31.16 '7i'ii4U I 12 of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. - The terms of this Agreement are'contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California_.,Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed_ as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or- any other provision of this' Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.5 Legal Action. In,addition to_ any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, 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 Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this 7 Revised 1131118 13 I Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this. Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. .10.3 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, and in executing this Agreement, Contractor certifies 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. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall.be in writing and either served personally or sent by pre-paid, first- class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: ConneXion Partnerships Attention: Vicki Higgins PO Box 236 Calimesa, CA 92320 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 8 Revised 1/31Na 14 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by' valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit'of the Parties' successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a,party to this Agreement. 11.7 Recitals. The above-referenced.Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 9 Revised.1131/18 Y)C1i I 15 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "clTr City of Palm Springs Date: 2 4 Z6 I`i By: �s� e avid H. Ready, PhD ity Manager APPROVED AS TO FORM: ATTEST: r B By: e r . Balli er, A-Knthony 'ia City Attorney City Clerk "CONSULTANT" (ConneXion Consulting) Date: By : (Vicki Higgiins Owner/Consultant Date: V�U. A (name) (secretary) APPROVED BY CITY COUNCIL. 10 Revised:1/31118 7?(S$99 1 16 CAUFORNlA A11.4414IMPOSE ACUOWLEDGMENT CnM CODE g 1180 x••rn,� yr v �x �n,r,t r .• ro ���ea���>; e Y F��.a+E.Sa�a� +� ':is-��+ � - A rotary public or odw dEew oarO=V fin cwt&m verdaa any the story of the inSvidtsvl vfo zow the doanwa to which thin on d sand**and not lira tusti tm cmruy,or vak y of d=dacmarft Woo of C County of�'C�/ yii✓S, ' } el Dd // G Here krsert Nat na dd Trde of#,etft& persormlly sppeared V• �J, I l/ who proved to me on the trails of satiztwfoFy evidence to be the pMWAB)%tow Mmo(a) MAW aubecrbed to the within rmbun d and adanowtedged to me that tWahmWexecuted the came in h0AwwAt% —8Ldh-uad capsa7y(sa).and that by t / etr s�ttatvre(�on the k%*ui scent the persor*). or the entity upon Wag of wtkh the persan(a)acI executed the wabusrwnt. I certify udder PENALTY OF PERJURY!alder the!aura of the Stine of California that the foregoing paragraph :......::::::. ::•::::.: :........::; is true and correct_ / JULIO Rot\-91R,-Z CGmmssior„F 21?QJ75 -f VSfi fllESS niy and of6Cz01 1 Notary Pobiic rnia C y Coromiss on Fx::re_-vq,.JR Y 2,202J Sigra9 f Notary Place Notary Said Above OPTIONAL Though tflis—bon is opliortR4 oarnp80111g the vftturnxbw can deter adoration of the document!or Italyddant uaaftadument of Nrs firm to an umnfwxW docummd Dearxiption of Attaehed Doeunwnt Title or Type of Doarneirtt Document Date: Number of Pagea Sigrmw(c)Other Than Named Aboye: Capocrty(w )Claoned by Signer(a) Signer o Name: Signer's Name: ❑ca P Officer—T6*y ❑Ccrparda Officer—T*kqs): ❑Partner— ❑Lbnftd ❑Ger*nd ❑Pwbwr— ❑lirtdted ❑Genemat ❑indrvid�9 ❑Atfnmsy it Fad D Individual ❑Attnmey in Fed ❑Tnuatee ❑Guardan or Cmmereatar ❑Tn=Lae ❑Guardian or Cex*wwaor ❑Other: ❑Other Signer Is Repnsaerdirtg: Signs►b Repreaarrtal� 62014 Natiallsi Notary Amoeidicri•wwwl abaraDiotary.tag•14MO-LIS NOTARY(f4004i75 %23} ttem#=T i Revised;1/31118 7-10599.i 17 Ac CERTIFICATE OF LIABILITY INSURANCE rt/2212019 jlAM1DDlYYYY) �J THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSUREDS), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ME, NAAME: CHARLES GARRETT CHARLES R.GARRETT,JR INSURANCE AGENCY INC. PHONE 323-692-0090 E t• No: 323-692-0091 4929 WILSHIRE BLVD,SUITE 745 E-MAIL (AIC AD SS: INSURERS AFFORDING COVERAGE NAIC n INSURED LOS ANGELES CA 90010 INSURER A: State Farm Fire and Casualty Company 25143 HIGGINS,VICKIE INSURER B: 74327 CANDLEWOOD ST INSURER C: INSURER D: INSURER E: PALM DESERT CA 92260 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AD L(SWVQ UBR POLICY NUMBER MM(DDI NIW LIMITS LTR TYPE OF INSURANCE I POLICY EFF EFF POLICY]CY EXP COMMERCIAL GENERAL LIABILITY INUMEACH OCCURRENCE 5 1.000.000 CLAIMS-MADE OCCUR DAM ED PREMISES Ea occurrence 5 MED EXP Any one person) $ A ' 92-E&E130-2 02/15/2019 '02/15/2020 PERSONAL&ADV INJURY $ 1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER:POUCY PRO- GENERAL AGGREGATE $ 2,000,000 OTHER: JECT �LOC PRODUCTS- )MPIOP AGG $ AUTOMOBILE LIAB 5 ILITY COMB NED SINGLE LIMIT ANY AUTO Ea accident BODILY INJURY Per OWNED SCHEDULED ( person) S AUTOS ONLY AUTOS BODILY INJURY(Per accident) s HIRED AUTOS ONLY N LY PkOPERTY DAMAGE AUTOS ONLY AUTOS OPJLY (Per accident 5 UMBRELLA L1A87iOCCU7REACH OCCURRENCEE%CESS LIARCLAIM ' AGGREGATE $ ; I RED RETENTION$ WORKERS COMPENSATION $ AND EMPLOYERS'LIABILITY YJ N PER ! ERH ANY PRO PRIETORIPARTNERlEXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ NIA E.L.EACH ACCIDENT S (Mandatory In NH) it OESDyyes,describe under E.L.DISEASE-EA EMPLOYEE S CRIPT(ON OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT S i • DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) A.THE CITY OF PALM SPRINGS,ITS OFFICERS,OFFICIALS,EMPLOYEES AND VOLUNTEERS ARE TO BE COVERED AS ADDITIONAL INSUREDS. B.FOR ANY CLAIMS RELATED TO THIS PROJECT,NAME INSURED'S INSURANCE COVERAGE SHALL BE PRIMARY AND NON-CONTRIBUTORY TO ANY INSURANCE MAINTAINED BY THE CERTIFICATE HOLDER. C.EACH INSURANCE POLICY REQUIRED SHALL BE ENDORSED THAT A THIRTY(30)DAY NOTICE BE GIVEN TO CITY IN THE EVENT OF CANCELLATION OR MODIFICATION TO THE STIPULATED INSURANCE COVERAGE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRX'fj0N TE THEREOF, NOTICE WILL BE DELJVERED IN CITY OF PALM SPRINGS ACCORQANCE WITH T41VOLICY PROVISIONS. PO BOX 2734 PALM SPRINGS,CA 92262 AU ORIZED�RESENTATNE AM CITY CLERK ©19f38-2015 CORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACID D 1001486 132849.12 03-16-2015 �ONpLM sA4 �y r SA0 ,.4 NA c44 1 F°R`'�P CITY COUNCIL STAFF REPORT DATE: July 10, 2019 NEW BUSINESS SUBJECT: Approve a Professional Services Agreement with ConneXion Partnerships, Inc., to solicit and secure sponsorships for Festival of Lights event. FROM: David H. Ready, City Manager BY: Cynthia Alvarado, Director of Parks & Recreation SUMMARY This action will approve a Professional Services Agreement with ConneXion Partnerships, Inc., to solicit and secure sponsorships on behalf of the City of Palm Springs for the Festival of Lights event. RECOMMENDATION: 1. Approve a Professional Services Agreement with ConneXion Partnerships, Inc., (CXP) in the amount of $30,000 plus commissions to solicit and secure sponsorships for the Festival of Lights event; and 2. Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: Since the early 90's the City of Palm Springs has hosted the festival of lights parade on Palm Canyon, always taking place on the first Saturday of December since its inception. In hopes of offering the Coachella Valley an event that would allow residents and visitors to celebrate the spirit and joy of the holiday season while at the same time creating a unique tourism event, which over the years has brought over 100,000 people annually to the downtown area, proving year after year what a loved downtown holiday tradition it's become. Over the past 22 years, the parade has featured a host of marching bands, performing groups, special guests, and the parade's signature floats adorned in thousands of colorful holiday lights and Macy's Thanksgiving Day Parade style balloons. Festival of Lights Parade has been consistently voted one of the best local events in the Coachella Ci�M NM 6abNe.6 5D 1 City Council Staff Report July 10, 2019- Page 2 Approve Agreement with ConneXion Partners, Inc. Valley along with national recognition as one of the top ten holiday parades in the Country. For many years city staff have secured sponsorship dollars for the event with some years bringing in higher revenues than others, as identified below. Year Sponsorship,Revenue 2016 $38,100 2017 $67,750 2018 $26 500 This year staff is recommending working with CXP to elevate the Festival of Lights Parade to the next level of destination events. CXP will provide services for six months (July-December) duration. Those services consist of: First Two Months Sponsorship Support: interview stakeholders, and current sponsors, beginning initial lead research. - Asset Inventory and Valuation: identify strengths and weaknesses assets and account for any missing asset inventory that would add value from a partner's perspective (including digital, social, and content-related assets). - Packaging: customized, multi-tier packaging strategy, pricing structure, and detailed documents that summarize the benefits and terms for each sponsorship package that provides room for flexibility and customization based on partner's objectives. Pricing guidelines: each sponsorship level will look at tangible assets (partner recognition, brand inclusion through prominent positions in signage, website and media), intangible value (the quantitative benefits that a sponsorship delivers, such as borrowed imagery and audience loyalty). Striving to secure those sponsorships for a minimum of three years. Three to six month's - Implementation: creation of pitch presentations, ensure in-house team can activate items in proposed sponsorship, research on key industries, communication with prospective sponsors, and creation of formal of sponsorship legal agreements. Ongoing Sales Support and Sponsorship Counsel: insight on a category or company's marketing objectives, proportional ideas tailored to a specific prospect, strategies recommendations CXP Sponsorship consultant's fee for time and deliverables related to this agreement is $30,000 with a 10% commission on the new or increased gross sales of sponsorships 2 City Council Staff Report July 10, 2019-Page 3 Approve Agreement with ConneXion Partners, Inc. closed. The fee covers all management, deliverables, sales efforts and consulting time in this proposal. Travel will be billed at cost with prior written approval (if travel is required). CXP payment structure is as follows: • $10,000 30 days from start date • $10,000 60 days from start date • $10,000 90 days from start date Commissions are based on the gross sponsorship amount and are due each year for the term of the agreement. Commissions shall be payable within 60 days after the sponsorship agreement is signed. ENVIRONMENTAL IMPACT: The requested City Council action is not a "Project" as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a "Project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonable foreseeable indirect physical change in the environment. The requested action is exempt from CEQA pursuant to Section 15378(b)(5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. FISCAL IMPACT: Sufficient funding will be available in the Festival of Lights Program budget line-item. SUBMITTED: ynthia IvaradPof Marcus Fuller, PE, PLS, MPA Director, epar and Recreation Assistant City Manager/City Engineer David H. Ready, Esq., City Manager Attachments: 1. Public Disclosure Form 2. ConneXion Partnership, Inc., Proposal 3. Agreement 3 t PAtM s,� a PUBLIC INTEGRITY DISCLOSURE V N ,,.•� APPLICANT DISCLOSURE FORM cgt/FpR��P 9. Name of Entity 2. Address of Entity(Principle Place of Business) "T q 3 o- -j .t � �� �o�\m er-� G4, ct 22( o a. Local or California Address(if different than#2) 4. State where Entity Is Registered with Secretary of State If other than Califomia,Is the Entity also registered in Califomia? Yes No 5. Type of Entity KCorporation ❑Limited Liability Company ❑Partnership ❑Trust ❑Other(please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: ff any response Is not a natural person, please identify all olbcers, directors, members,managers and other frduclades for the member, manager, Gust or other entity 1 LUQ 'VL (2 co I k"k WOffcer ❑Director ❑Member ❑Manager [name] ❑General Partner ❑Limited Partner ❑Other [name] [:]Officer []Director ❑Member []Manager ❑General Partner []Limited Partner ❑Other [name] ❑Officer ❑Director ❑Member ❑Manager ❑General Partner ❑Limited Partner ❑Other CITY OF PALM SPRINGS—PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 05/16/19) 4 r 7. Ownerstinvestors with a 5%beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 50%ABC COMPANY, Inc. [name of ownerlinvestor] (percentage of beneficial interest in entity A. ` I ` ` and name of entity) 1C�61�7G [name of ownerlinvestor] [percentage of beneficial interest in entity B. and name of entity] [name of ownerlinvestor] [percentage of beneficial Interest in entity C. and name of entity] [name of ownerlinvestor] [percentage of beneficial interest In entity D. and name of entity] [name of ownerlinvestor] [percentage of beneficial interest in entity E. and name of enti [name of ownerlinvestor] [percentage of beneficial Interest in entity and name of entit 1 DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF , CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Sign Lure of Disc sin Party,Printed Name Title Date \4.\ PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by-the City. CITY OF PALM SPRINGS—PUSUC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 05/16/19) 5 5 Farm WM9 Request for Taxpayer oF--OWe"albsrr 014re4) Identification Number and Certification nKPWW.Do rrot krkrtel Revstue tlaxloe said to him aM 1 Neftte tm tctnwn on ytar ktoortre sax reany.Name to rtsquYfd at fttla tfrtB;eb not leave this 9rn b€artld. j Yldd Higgins N 2 Buekmes nare/d—Umded entfy near,If WW&t from abase ConnaMon Partnemhlps t 0 Check appropriate barn for fecWel tax dwakdkur diets a*orm of the foeorrkg sevfrt boxm 4 ExpT*I M(,,des 10 Q txoprktor or ❑ C Carp__b_ Q s Cavmdw ❑ Panrx�" ❑Tnwatate Cortain R MM-4 nm f dam ElU'm t*M =9ab8ay may,Error the tax cianrcation(C owporsdon,a.S oorporatbm P-pwtmsha)► Exerr"P""code of Wo Nate.For a ik616-member U-C that Is dferwarded.do not dtedr LLC;Check Cte app upsets box In the lk Web,, Et=npdorr ft m FATCA rttp-kip •' the t-dIn, I" rrf thte titf7flltffl1e1S1bef cvffw. code of Irv) ❑odw(fee ktiCtratl7rxt)► Ibd..b•m...r .r.I..0 S Addraea 0ximber,atreet,and epL or Butte no.) Requester's routs utd a¢ftities(o�x� 74327 Candlewood st a City.ewe.end ZIP Code Perim Desert,CA 92260 7 Lbt acwurit nurka*)here(opoonag Tcpayer ldentitleatian Number N Enter your TIN In the appropriate box.The TIN provided must match the name given on fine 1 to avoid 80dW 96=fty'rwrrdM backup wfthhotding.For In&Muala,this is generally your social security number MN).However.for a resident Wien,sole proprietor,or dbregsrded entity.see the Part I Instruutbons on page 3.For other enUtles,it Is your employer idantlfieation number(SN).If you der not have a number,see How to yet a _m _ TW on papa 3. or Note.If the account Is In more than one name,see the Instructions for One 1 and the chart on page 4 for r ra .&M guidelines on whose number to order. Certification Under peraftles of perjury.I cw*that: 1. The number shown on this form Is my correct taxpayer Identification number(or I am wafting for a number to be issued to mte);and 2. 1 tun not sub)ect to backup wlthho(ding because:(41 am exempt from backup WMholding.or(b)I have not been notified by the Internal Fteverue Service(IRS)that 1 am subject to badap withholding as a result of a failure to report all Interest or dividends,or(C)the IRS has notified me ttai I am no longer subject to backup withholding;and 3. 1 am a U.S.dtizen or other U.S.person(defined below);and 4.The FATCA codes)entered on this form(H any)lndicatlng that I am exempt from FATCA reporting is correct, Cathlestion Itatructiam You rrnust cross out Itam 2 above If you have been notified by the IRS that you are currently atrbject to backup wifhttokfing because you have felled to report all Interest and dividends on your tax ream For real estate transactlorm Item 2 does not apply.For mortgage Interest paid,acqulsklon or abardonmtent of secured property,cancellatlon of debt,Contributions to an fixhidual rebromerd arrangement OW and generally,payments other than I tered and dividends,you are not required to sign the catlflcation,but you must provide your correct TIN.See the Instructions on page 3. Mgn Here J tr8 porean l oaaf► 5— —k General instructions @Form lose( m hoemort9BQekttnrestLI099-E(sa,den atl,tiombtwelo9s-T Section refererx=ere to Mte trttemal Pkwwe Code urk a otherwise noted. •Foam Io99-C(ouriceied debt) mb9tadoor iMnnt�we reteaseabotA day lapnw lB itffectlrp Form w-9*x:h •Form 109"(ecquksltion or abendonmaryt of secured property) Purpose of Fofsn a ww to Is at kXgoV1AV9- Lhe Form w��ecct TIM only Ifyou am u.s pesos(k, ins.r�sdent,tfks,> w An kxitrlduid ar entity(Forth W-9 nqueetM who Is required to Me an ittfarrnatlott N jw do not ream Form W-9 to rise requasrer wfrrt a TkX you-Vd be ratt/ecY retu n wah the Mown obtakr you corm)taxpayer kferrftadon number(nN) to badw wfrthok*PgL Sea Wirt is ba*43 t.anfx*W on pope 2. wtk:h may be your social secutty number(xW.trOvidual taxpayer Identification By aigr*V the Med.odd form.yaw rxntber(MR adoalon gays►Uerrtlfl a rxanber(ATiN),or employer 1. ttet the TW you sre ph imp b coned tar you are wettrtp tor.nrrtber Idertnscatioct number(Eifrl,to report an an ttfomation return the amount pelt to to I ) rreiUm ktduxb,txA a m not tknkadd hN the blm*of odw amourrt reportable an an hiormabon raCrn f5rarrplee ofttfarrttatial 2.Certify that You am rho!ua"ect to bar -ftfickfttp,or •Form to99-W(fnperoet as, or paid) 3.Cifkn exemption kom bedarp wfthokArp 9 you are a U.S mwnpt p@V—it •Fam 1099-QN(t9vklfn*kxtx*r9 those from aboda or mfitsl hrx m) appkobbk you am aka ce*ft set BB a LL&person.your alocabis Shen d •Form t OB6 f ftBC(venous lypee of fncar+a ptM awsds.a grm praroeds) wftW K* tsx b%tn pwtr*Wrs bade d � d%cd y*corr»c 1 1% r4 and •Form 109a8(Brock or mrhrd had tales end owtsh ou ar bvtaecoarn by 4.Cert0y tint FATCA Cadets)frtterad art tttk form(bf sry)ktdicaslnp 1hd you■% brokav e+cempth A k oorrsci SonNtaf is FATCA m3a tr,07 an •Farm 1000.8(prooeedf five teal estate he aecdorts) Paco •Farm 10OM(rtterchirtt osd tad dtkd party network traroectian) t:91.Na 1 mix 12-M q ' z 6 EXHIBIT "A" Scope of Services 8� Schedule of Compensation I_' Revised 1/31/18 18 CONNE�gON Scope for Palm Springs Festival of Lights Parade ConneXion Partnerships Sponsorship Consultants Proposes Scope of Work for: Palm Springs Festival of Lights Parade Timing, Deliverables and Process TIMING CXP proposes a 6-month engagement that begins,with an in-depth two-month process identified in deliverables below.Although all deliverables will.be implemented throughout the timeline. In months three through six of the engagement, CXP will provide continued sales and strategic support to ensure successful implementation of the new sponsorship framework and sponsorship sale for the event. From the outset and throughout the project, the CXP team will be available to provide counsel to the Palm Springs Festival of Lights Parade on all current and on-going sponsorship and sponsorship related issues. Start date estimated per City Council approval: July 1, 2019 to December 31, 2019. DELIVERABLES Months 1-2 (July-August) Immediate Sponsorship Support • Immediate sponsorship support—interview key stakeholders&current sponsors, begin initial lead research Asset Inventory&Valuation • Identify strengths and weaknesses assets and account for any missing asset inventory that would add value from a partner's perspective. (Including digital, social, and content-related assets) Packaging • Customized, multi-tier packaging strategy, pricing structure, and detailed document that summarizes the benefits and terms for each sponsorship package that provides room for flexibility and customization based on partners'objectives.CXP will define parameters governing each type of sponsorship, including logo usage,official designations, and scope of exclusivity. CXP Sponsorship Consultants,June 2019. Private and confidential. 1 19 CONNE j/ON Scope for Palm Springs Festival of Lights Parade Pricing • Pricing guidelines for each sponsorship opportunity are created to ensure that the fee paid is reflective of the benefits being offered including the commissions. The Pricing process takes into account several factors: Tangible Assets: the quantitative benefits in a package, both measured and non- measured, such as partner recognition in digital channels and brand inclusion through prominent positions in signage, website and media. Intangible Value: the qualitative benefits that a sponsorship delivers, such as borrowed imagery and audience loyalty. When a company purchases a sponsorship, it is primarily buying access to a property's intangible assets. Three-year recommendation for the sponsorship program and implementation timeframe Months 3-5 (September-November) Implementation • Creation of pitch presentations • Ensure in-house team can activate items in proposed sponsorship • Research on key industries • Outgoing calls and email communications to prospective sponsors • In-person meetings with prospective sponsors • Negotiation tools • Creation of formal legal agreement for sponsorship Ongoing Sales Support and Sponsorship Counsel In light of developing strategies and recommendations, CXP will provide counsel to support discussions with current and potential partners. Ongoing support is designed to ensure that the strategies and tools CXP provides are fully comprehended, integrated, and used in the most effective manner. Examples of support may include: • Insight on a category or company's marketing objectives • Promotional ideas tailored to a specific prospect • Strategic recommendations for both pitching to potential sponsors as well as next steps following the pitch to ensure successful results: CXP Sponsorship Consultants,June 2019. Private and confidential. 2 20 CONNE)�ON Scope for Palm Springs Festival of lights Parade Guidance on any issues that may arise from implementation of the new strategy Transition recommendations related to individual current sponsors Month 6 (December) Follow Up • Thank sponsors in available public platforms—digital, social media,website, email • Work with City Team to develop recap reports and create.a custom element for each individual sponsor • Set individual meetings with sponsors to review the event, go through recap report and discuss deliverables, obtain their feedback, and engage for future Work Process CXP's work process combines insights from our analysis of the sponsorship strategies of comparable organizations and other properties; takeaways from interviews with staff and stakeholders; best- practices from other CXP projects; and intelligence from industry trends that CXP tracks on an ongoing basis. The process is likely to be more circular than the neat and linear direction described in the timeline, but CXP will involve staff throughout the process and the progression will be fully transparent. During the information gathering phase (mostly during weeks 1-4), the CXP team will work to ensure a simple and efficient process, and we will not require you to re-work data CXP will take all information and data in its current state. WEEKS 1-4 — INFORMATION GATHERING — 360° ASSESSMENT OF EVENT ACTIVITIES • Host a kick-off meeting • Provide initial and ongoing counsel,where appropriate, on managing potential relationships in light of new strategies and recommendations that may be made during the project • Carry out phone calls or meetings with staff regarding information requirements and gathering the requested data • Analyze submitted information • Conduct interviews(by phone and/or in person at the site visit)with designated key staff and other stakeholders(i.e., board members and current sponsors)involved with and impacted by corporate sponsorship sales and servicing • Identify existing and planned assets(including digital and social assets)and account for any missing inventory that would add value CXP Sponsorship Consultants,June 2019. Private and confidential. 3 21 CONNEX"ON Scope for Palm Springs Festival of Lights Parade • Identify strengths and weaknesses of assets from a partner's perspective • Explore current relationships and spheres of influence for opportunities to create, borrow, or buy inventory that would yield added value • Where appropriate, review and critique current/proposed sponsorship strategies, proposals, and contracts • Analyze category-relevant best practices from CXP's multiple intelligence sources • If available, research sponsorship strategies, partners, and revenue of other rightsholders selling access to similar audiences and benefits WEEKS 5-8 -- DETERMINE MOST MARKETABLE AND MOST VALUABLE PACKAGES ACTIVITIES • Analyze methods of combining assets(owned and borrowed)to maximize revenue • Identify which benefits can and cannot be sold separately • Create a customized packaging model that delivers solutions to the most-targeted prospects on various levels and optimizes the value to partners • Run packages through Pricing Methodology, which accounts for both tangible and intangible benefits, to establish an independent third-party fair market value ■ Project annual sponsorship revenue based upon the new sponsorship strategy • Establish internal revenue share recommendations base on final benefits to,be delivered related to each department housing the respective benefits • Development of pitch materials, presentations, documentation and allow for freedom of customization for industry specific sponsors •. Lead development and research for potential sponsors • Outgoing calls, email communications and in person meetings with potential sponsors • Negotiation tools to implement for mutually beneficial partnership • Agreement development for final contracts MONTHS 4-6 --- SALES &SPONSORSHIP COUNSEL AND FOLLOW UP A primary challenge to implementing an innovative corporate relationship architecture is integrating the new initiative into the existing structure in a timely and efficient manner. To ensure the new skills become second nature, CXP will provide with on-going support and strategic counsel. Resources include: 1. Sales Efforts and Sponsorship Counsel (During months 4-6, CXP will provide 10 hours per month of support and counsel beyond time for presentations mentioned above) Related to final strategies and recommendations, CXP will provide counsel to support all ongoing discussions with current and potential partners. Ongoing support is designed to ensure that the strategies and tools CXP provided are fully comprehended, integrated, and used in the most effective manner. Examples of support may include: • Insight on a category or company's marketing objectives and suggested promotional ideas • Strategic recommendations for both pitching to potential sponsors as well as next steps following the pitch to ensure successful results • Sales support, including communications and sales materials creation if needed CXP Sponsorship Consultants,June 2019 Private and confidential. q 22 CONNEAON Scope for Palm Springs Festival of Lights Parade • Guidance and strategy adjustments on any issues that may arise from implementation of the new strategy • Transition recommendation related to individual current sponsors 2. Follow Up Efforts (During month 6, CXP will provide special support to follow up with sponsors) CXP will provide counsel and support for follow up materials to provide to sponsors.This is designed to ensure the sponsor is aware of the deliverables and return on investment that was provided by the Palm Springs Festival of Lights Parade for their sponsorship. Examples of support may include: • Work with team to thank sponsors in public platforms such as digital marketing efforts, social media channels,website and email communications Collaborate with City to provide guidance on development of recap reports and assist to customize those reports for each sponsor • Set individual meetings with sponsors to review the event, go through recap report and discuss deliverables, obtain their feedback, and engage for future Resource Allocation CXP Sponsorship Consultants To ensure a collaborative process and successful project outcome, CXP will do the following: • Provide immediate and ongoing counsel staff related to sponsorship, including sales and negotiation counsel,providing sponsorship-related perspectives for strategic planning and communication planning (as applicable) • Fully support the information gathering process to ensure a seamless transfer of information • Have regular communications with your team, including weekly or bi-weekly standing calls and regular e-mail communication • Commit to fostering an open dialogue and collaboration with staff and pledge to identify potential stumbling blocks or other issues in a tactful, yet direct manner Palm Springs Festival of Lights Parade Palm Springs Festival of Lights Parade is committed to do the following: • Provide a point person to assist CXP in gathering/coordinating all necessary information required to gain an in-depth understanding of assets, both tangible and intangible • Ensure availability of primary person responsible for generating the sponsorship revenue for regular(e.g., weekly or bi-weekly)project status updates • Be available to answer questions related to the organization throughout the project • Foster an open dialogue and collaboration with CXP and provide timely and deliberate feedback Professional Arrangements CXP Professional Arrangements includes a Sponsorship Consultants'fee and commission on secured sponsorships. CXP Sponsorship Consultants,June 2019. Private and confidential. 5 23 CONNE��ON Scope for Palm Springs Festival of Lights Parade Sponsorship Consultants'fee for time and deliverables related to this assignment is$30,000 with a 10% commission on the gross sales of sponsorships closed.The fee covers all management, deliverables, sales efforts and consulting time in this proposal. CXP's payment structure is as follows: $30,000, payable as follows; $10,000 is due upon execution of the Agreement; a second payment of$10,000 is due 60 days from the Start Date, a third payment of $10,000 is due 90 days from the Start Date. Commissions are based on the gross sponsorship amount and are due each year for the term of the agreement. Commissions shall be payable within 60 days after agreement is provided to Palm Springs Festival of Lights Parade. Note all sponsorship agreements request payment within 30 days of the signed agreement. Companies that are current sponsors of the Palm Springs Festival of Lights Parade are not available for commissions at the current 2018 sponsorship fee. If CXP engages the current sponsor to increase the amount of their sponsorship, then 10% commission is due only on the difference from the 2018 sponsorship fee to the increased 2019 new sponsorship fee. Commissions will be deemed earned by CXP as contracts are fully executed with signatures from both the City and the Sponsor. Commissions will be due within 30 days of the invoice date following receipt of the fully executed agreement. Commissions will be due at a 5% renewal amount for each year thereafter for the length of sponsor's agreement for multi-year agreements. Any new sponsorship agreements secured within six(6)months after the CXP's term are also commissionable only if the opportunity was targeted by CXP during the term of the agreement. In the unlikely event that a sponsor cancels, terminates or reduces the original contract value, then commissions to CXP shall be adjusted in accordance with said reduction. If travel is necessary or expenses are incurred, they will be billed at cost with prior written approval of the City. Acceptance of Scope of Work & Professional Arrangements ConneXion Partnerships City of Palm Springs VICKI HIGGINS Name: Founder&Chief Connector Title: 760.808.5015 Phone: vicki(a)Con neXionPartnerships.com Email: Conn eXionPartnerships.com Signature: Date: Following acceptance of Scope of Work and Professional Arrangements, a formal agreement will be provided with W9 and Proof of Insurance. CXP Sponsorship Consultants,June 2019. Private and confidential. 6 24 CONNE)NION Scope for Palm Springs Festival of Lights Parade ConneXion Partnerships Summary of Scope of Work Palm Springs Festival of Lights Parade Timing & Deliverables TIMING Start date estimated per City Council approval: July 1, 2019 to December 31, 2019. DELIVERABLES Preparation • Immediate Sponsorship Support • Asset Inventory&Valuation • Packaging • Fair Market Value Pricing of Sponsorship Packages Implementation • Creation of pitch presentations • Ensure in-house team can activate items in proposed sponsorship • Research on key industries • Outgoing calls • Outgoing email communications to prospective sponsors • In-person meetings with prospective.sponsors • Negotiation tools • Creation of formal legal agreement for sponsorship Ongoing Support • Promotional and activation ideas tailored to a specific prospect to enhance guest experience • Strategic recommendations to ensure successful results: Post Event Follow Up • Thank sponsors in available public platforms—digital, social media,website, email • Develop recap reports and create a custom element for each individual sponsor • Meet with sponsors to review recap report Professional Arrangements Sponsorship Consultants'fee for time and deliverables related to this assignment is$30,000 to be paid in three (3)installments with a 10%commission on the gross sales of sponsorships closed.The fee covers all management, deliverables, sales efforts and consulting time in this proposal. CXP Sponsorship Consultants,June 2019. Private and confidential 1 25 CONNE��ON Scope for Palm Springs Festival of Lights Parade ConneXion Partnerships Sponsorship Consultants Proposes Scope of Work for; Palm Springs Festival of Lights Parade Timing, Deliverables and Process TIMING CXP proposes a 6-month engagement that begins with an in-depth two-month process identified in deliverables below. Although all deliverables will be implemented throughout the timeline. In months three through six of the engagement, CXP will provide continued sales and strategic support to ensure successful implementation of the new sponsorship framework and sponsorship sale for the event. From the outset and throughout the project, the CXP team will be available to provide counsel to the Palm Springs Festival of Lights Parade on all current and on-going sponsorship and sponsorship related issues. Start date estimated per City Council approval: July 1, 2019 to December 31, 2019. DELIVERABLES Months 1-2 (July-August) Immediate Sponsorship Support • Immediate sponsorship support—interview key stakeholders&current sponsors, begin initial lead research Asset Inventory&Valuation • Identify strengths and weaknesses assets and account for any missing asset inventory that would add value from a partner's perspective. (Including digital, social, and content-related assets) Packaging • Customized, multi-tier packaging strategy, pricing structure, and detailed document that summarizes the benefits and terms for each sponsorship package that provides room for flexibility and customization based on partners' objectives. CXP will define parameters governing each type of sponsorship, including logo usage, official designations, and scope of exclusivity. CXP Sponsorship Consultants,June 2019. Private and confidential. 1 26 CONNED<ON Scope for Palrn Springs Festival of Lights Parade Pricing • Pricing guidelines for each sponsorship opportunity are created to ensure that the fee paid is reflective of the benefits being offered including the commissions, The Pricing process takes into account several factors: Tangible Assets: the quantitative benefits in a package, both measured and non- measured, such as partner recognition in digital channels and brand inclusion through prominent positions in signage, website and media. Intangible Value: the qualitative benefits that a sponsorship delivers, such as borrowed imagery and audience loyalty. When a company purchases a sponsorship, it is primarily buying access to a property's intangible assets. Three-year recommendation for the sponsorship program and implementation timeframe Months 3-5 (September-November) Implementation • Creation of pitch presentations • Ensure in-house team can activate items in proposed sponsorship • Research on key industries • Outgoing calls and email communications to prospective sponsors • In-person meetings with prospective sponsors • Negotiation tools • Creation of formal legal agreement for sponsorship Ongoing Sales Support and Sponsorship Counsel In light of developing strategies and recommendations, CXP will provide counsel to support discussions with current and potential partners. Ongoing support is designed to ensure that the strategies and tools CXP provides are fully comprehended, integrated, and used in the most effective manner. Examples of support may include: • Insight on a category or company's marketing objectives • Promotional ideas tailored to a specific prospect • Strategic recommendations for both pitching to potential sponsors as well as next steps following the pitch to ensure successful results: CXP Sponsorship Consultants,June 2019. Private and confidential 2 27 CONNED ON Scope for Palm Springs Festival of Lights Parade Guidance on any issues that may arise from implementation of the new strategy Transition recommendations related to individual current sponsors Month 6(December) Follow Up • Thank sponsors in available public platforms—digital, social media,website, email • Work with City Team to develop recap reports and create a custom element for each individual sponsor • Set individual meetings with sponsors to review the event, go through recap report and discuss deliverables, obtain their feedback, and engage for future Work Process CXP's work process combines insights from our analysis of the sponsorship strategies of comparable organizations and other properties; takeaways from interviews with staff and stakeholders; best- practices from other CXP projects; and intelligence from industry trends that CXP tracks on an ongoing basis. The process is likely to be more circular than the neat and linear direction described in the timeline, but CXP will involve staff throughout the process and the progression will be fully transparent. During the information gathering phase (mostly during weeks 1-4), the CXP team will work to ensure a simple and efficient process, and we will not require you to re-work data. CXP will take all information and data in its current state. WEEKS 1-4 — INFORMATION GATHERING — 3600 ASSESSMENT OF EVENT ACTIVITIES • Host a kick-off meeting • Provide initial and ongoing counsel, where appropriate, on managing potential relationships in light of new strategies and recommendations that may be made during the project • Carry out phone calls or meetings with staff regarding information requirements and gathering the requested data • Analyze submitted information • Conduct interviews(by phone and/or in person at the site visit)with designated key staff and other stakeholders(i.e., board members and current sponsors) involved with and impacted by corporate sponsorship sales and servicing • Identify existing and planned assets(including digital and social assets) and account for any missing inventory that would add value CXP Sponsorship Consultants,June 2019. Private and confidential. 3 28 CONNEAON Scope for Palm Springs Festival of Lights Parade • Identify strengths and weaknesses of assets from a partner's perspective • Explore current relationships and spheres of influence for opportunities to create, borrow, or buy inventory that would yield added value • Where appropriate, review and critique current/proposed sponsorship strategies, proposals, and contracts • Analyze category-relevant best practices from CXP's multiple intelligence sources • If available, research sponsorship strategies, partners, and revenue of other rightsholders selling access to similar audiences and benefits WEEKS 5-8 — DETERMINE MOST MARKETABLE AND MOST VALUABLE PACKAGES ACTIVITIES • Analyze methods of combining assets (owned and borrowed) to maximize revenue • Identify which benefits can and cannot be sold separately • Create a customized packaging model that delivers solutions to the most-targeted prospects on various levels and optimizes the value to partners • Run packages through Pricing Methodology, which accounts for both tangible and intangible benefits, to establish an independent third-party fair market value • Project annual sponsorship revenue based upon the new sponsorship strategy • Establish internal revenue share recommendations base on final benefits to be delivered related to each department housing the respective benefits • Development of pitch materials, presentations, documentation and allow for freedom of customization for industry specific sponsors • Lead development and research for potential sponsors • Outgoing calls, email communications and in person meetings with potential sponsors • Negotiation tools to implement for mutually beneficial partnership • Agreement development for final contracts MONTHS 4-6 -- SALES &SPONSORSHIP COUNSEL AND FOLLOW UP A primary challenge to implementing an innovative corporate relationship architecture is integrating the new initiative into the existing structure in a timely and efficient manner. To ensure the new skills become second nature, CXP will provide with on-going support and strategic counsel. Resources include: 1. Sales Efforts and Sponsorship Counsel (During months 4-6, CXP will provide 10 hours per month of support and counsel beyond time for presentations mentioned above) Related to final strategies and recommendations. CXP will provide counsel to support all ongoing discussions with current and potential partners. Ongoing support is designed to ensure that the strategies and tools CXP provided are fully comprehended, integrated, and used in the most effective manner. Examples of support may include: • Insight on a category or company's marketing objectives and suggested promotional ideas • Strategic recommendations for both pitching to potential sponsors as well as next steps following the pitch to ensure successful results • Sales support, including communications and sales materials creation If needed CXP Sponsorship Consultants,June 2019. Private and confidential. 4 29 CONNEjCION Scope for Palm Springs Festival of Lights Parade • Guidance and strategy adjustments on any issues that may arise from implementation of the new strategy • Transition recommendation related to individual current sponsors 2. Follow Up Efforts (During month 6, CXP will provide special support to follow up with sponsors) CXP will provide counsel and support for follow up materials to provide to sponsors.This is designed to ensure the sponsor is aware of the deliverables and return on investment that was provided by the Palm Springs Festival of Lights Parade for their sponsorship. Examples of support may include: • Work with team to thank sponsors in public platforms such as digital marketing efforts, social media channels,website and email communications • Collaborate with City to provide guidance on development of recap reports and assist to customize those reports for each sponsor • Set individual meetings with sponsors to review the event, go through recap report and discuss deliverables, obtain their feedback, and engage for future Resource Allocation CXP Sponsorship Consultants To ensure a collaborative process and successful project outcome, CXP will do the following: • Provide immediate and ongoing counsel staff related to sponsorship, including sales and negotiation counsel, providing sponsorship-related perspectives for strategic planning and communication planning (as applicable) • Fully support the information gathering process to ensure a seamless transfer of information • Have regular communications with your team, including weekly or bi-weekly standing calls and regular e-mail communication • Commit to fostering an open dialogue and collaboration with staff and pledge to identify potential stumbling blocks or other issues in a tactful, yet direct manner Palm Springs Festival of Lights Parade Palm Springs Festival of Lights Parade is committed to do the following: • Provide a point person to assist CXP in gathering/coordinating all necessary information required to gain an in-depth understanding of assets, both tangible and intangible • Ensure availability of primary person responsible for generating the sponsorship revenue for regular(e.g.,weekly or bi-weekly)project status updates • Be available to answer questions related to the organization throughout the project Foster an open dialogue and collaboration with CXP and provide timely and deliberate feedback Professional Arrangements CXP Professional Arrangements includes a Sponsorship Consultants'fee and commission on secured sponsorships. CXP Sponsorship Consultants,June 2029. Private and confidential. 5 30 CONNEAON Scope for Palm Springs Festival of Lights Parade Sponsorship Consultants' fee for time and deliverables related to this assignment is$30,000 with a 10% commission on the gross sales of sponsorships closed, The fee covers all management, deliverables, sales efforts and consulting time in this proposal. CXP's payment structure is as follows: $30,000, payable as follows; $10,000 is due upon execution of the Agreement; a second payment of$10,000 is due 60 days from the Start Date, a third payment of $10,000 is due 90 days from the Start Date.Commissions are based on the gross sponsorship amount and are due each year for the term of the agreement. Commissions shall be payable within 60 days after agreement is provided to Palm Springs Festival of Lights Parade. Note all sponsorship agreements request payment within 30 days of the signed agreement. Companies that are current sponsors of the Palm Springs Festival of Lights Parade are not available for commissions at the current 2018 sponsorship fee. If CXP engages the current sponsor to increase the amount of their sponsorship, then 10%commission is due only on the difference from the 2018 sponsorship fee to the increased 2019 new sponsorship fee. Commissions will be deemed earned by CXP as contracts are fully executed with signatures from both the City and the Sponsor. Commissions will be due within.30 days of the invoice date following receipt of the fully executed agreement. Commissions will be due at a 5% renewal amount for each year thereafter for the length of sponsor's agreement for multi-year agreements. Any new sponsorship agreements secured within six(6)months after the CXP's term are also commissionable only if the opportunity was targeted by CXP during the term of the agreement. In the unlikely event that a sponsor cancels, terminates or reduces the original contract value, then commissions to CXP shall be adjusted in accordance with said reduction. If travel is necessary or expenses are incurred, they will be billed at cost with prior written approval of the City. Acceptance of Scope of Work & Professional Arrangements ConneXion Partnerships City of Palm Springs VICKI HIGGINS Name: Founder&Chief Connector Title: 760.808.5015 Phone: vicki(a)-ConneXionPartnershios.com Email. ConneXionPartnerships.com Signature.- Date: Following acceptance of Scope of Work and Professional Arrangements,a formal agreement wi11 be provided with W9 and Proof of Insurance. CXP Sponsorship Consultants,June 2019, Private and confidential 6 31 EXHIBIT"B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and . Severability of Interests (Separation of Insureds) 13 Revised 1/31118 32 INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant 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. Consultant shall also cant' 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 Consultant'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 one million dollars ($1,000,000.00) combined single limit coverage per occurrence _ and two million dollars ($2,000,000) general aggregate; 2. Automobile' liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required is not required; 4. 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 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant'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, 14 Revised 1.31A B ?2U5yu f 33 employees, agents, and volunteers shall be in excess of Consultant'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. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing.either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. 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 VI I, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant 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 Consultant'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. It 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 15 Revised:1131/18 7_p549 � 34 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 Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City prior to commencing any 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) Consultant 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. Consultant guarantees payment of all deductibles and self-insured retentions. S. 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. 16 Revised 1131118 �ii�gy I 35