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c4411:001P CITY COUNCIL STAFF REPORT
DATE: June 6, 2018 NEW BUSINESS
SUBJECT: APPROVAL OF A CONTRACT SERVICES AGREEMENT WITH THE
PALM SPRINGS CHAMBER OF COMMERCE FOR ADMINISTRATION
OF THE PALM SPRINGS WALK OF STARS PROGRAM
FROM: David H. Ready, City Manager
BY: Marcus L. Fuller, Assistant City Manager
SUMMARY
This action will approve a Contract Services Agreement with the Palm Springs Chamber
of Commerce, a California non-profit corporation, to facilitate administration of the Palm
Springs Walk of Stars Program.
RECOMMENDATION:
1. Approve Agreement No. , a Contract Services Agreement between the City of
Palm Springs and the Palm Springs Chamber of Commerce, a California non-profit
corporation, for administration of the Palm Springs Walk of Stars Program, effective
June 5, 2018, for a term of three years, with two, one-year optional extensions,
through June 30, 2023;
2. Authorize the City Manager to reimburse the Palm Springs Chamber of Commerce,
a California non-profit corporation, for certain first-year Palm Springs Walk of Stars
Program expenditures, in an amount not to exceed $25,000;
3. Establish a City Council Walk of Stars Standing Subcommittee to replace the
existing Ad-Hoc Subcommittee, delegated with authority to provide oversight of the
Palm Springs Walk of Stars Program throughout the duration of the Agreement;
4. Accept the irrevocable offer of dedication of the existing "Stars" from the Palm
Springs Walk of Stars, a California nonprofit organization, to the City of Palm
Springs, pursuant to Section 2.3 of that certain License Agreement, Agreement No.
A4891; and
5. Authorize the City Manager to execute all necessary documents.
MEW NO sue=
City Council Staff Report
June 6, 2018 -- Page 2
Palm Springs Walk of Stars Program
BUSINESS PRINCIPAL DISCLOSURE:
A search of records available through the Secretary of State of California shows that the
Palm Springs Chamber of Commerce is a California non-profit corporation, and
pursuant to a Statement of Information filed on July 12, 2017, has the following
corporate officers: Nona Watson, CEO/Secretary, and John Dahlin, CFO. According to
the Palm Springs Chamber of Commerce website, the current President is Steven
Henke, and the current Treasurer is John Dahlin, with the following other Board
Members: Debby Alexander, Ron Bowdin, Jamey Canfield, Mike Czerwinski, Aftab
Dada, Manny de la Rosa, John Fritch, Bruce Gillen, Steve Huffman, Brett Klein, Lance
Levitt, Jenny McLean, Reid Milanovich, Cathy O'Callaghan, Erin Scott, Patrick Service,
and Gabriel Terrado.
BACKGROUND:
The Palm Springs Walk of Stars Program (the "Program") has been operating since
1992 under a License Agreement between the City of Palm Springs and the Palm
Springs Walk of Stars ("PSWOS"), a California nonprofit organization. On May 1, 2013,
the City Council most recently approved the current License Agreement (A4891) with
PSWOS effective June 4, 2013, for a period of one year, with four automatic one-year
extensions, that expired June 4, 2018. A copy of that License Agreement is included as
Attachment 1.
The Program has been administered by PSWOS to facilitate installation and
maintenance of "Stars" within the City's public rights-of-way, and within some privately
owned sidewalk areas, to "honor personalities associated with the City in addition to
show business celebrities who have made an impact worldwide in the area of show
business". In the City Council's May 1, 2013, approval of the current License
Agreement, the Council appointed a member to serve on the PSWOS "Selection
Committee" in evaluating nominees to receive a "Star" pursuant to the Program.
Currently, Mayor Moon has served as the appointee to the Selection Committee.
On December 16, 2015, the Council established a new Ad-Hoc Subcommittee (Mayor
Moon / Mayor Pro Tern Roberts) to coordinate with staff to evaluate renewal options
and review of Walk of Stars recipient criteria. This Ad-Hoc Subcommittee expires on
June 30, 2018.
STAFF ANALYSIS:
The Council Ad-Hoc Subcommittee has met numerous times over the last year to
review the Walk of Stars Program. After careful evaluation, the Council Ad-Hoc
Subcommittee is recommending several changes to the program including modifying
star recipient criteria and adding a new category for corporate sponsorships. Currently
stars require a $10,000 donation, which is recommended to be increased to $15,000.
Donations for corporate stars could range between $60,000 and $100,000.
City Council Staff Report
June 6, 2018 -- Page 3
Palm Springs Walk of Stars Program
Also, the Subcommittee is recommending entering into a new agreement with the Palm
Springs Chamber of Commerce ("PSCOC") for administration of the Program,
concurrent with the expiration of the current License Agreement with PSWOS on June
4, 2018.
This recommendation to coordinate administration of the Program with the PSCOC
relates to a desire to have the Program generate revenue for the City in support of
special events and parades sponsored by the City of Palm Springs, such as the annual
Festival of Lights Parade, Veterans Day Parade, Fourth of July Fireworks, etc.
The Council Ad-Hoc Subcommittee recognize the synergy that can be created through
the PSCOC in administering the Program in ways that are mutually beneficial to the City
through its cooperative efforts with its membership, as well as its relationships with
other Chambers of Commerce and industries.
Moreover, the Council Ad-Hoc Subcommittee has selected the PSCOC to administer
the Program specifically due to its relationship with the Hollywood Chamber of
Commerce ("HCOC"), and an understanding of how to administer the City's Program
similar to the Hollywood Walk of Fame — a program that has been administered by the
HCOC since its inception in the mid 1950's. It is anticipated that the PSCOC can
implement many of the same processes in marketing the Program, evaluating and
selecting nominees to receive "Stars" in the City's Program, as the HCOC has
successfully developed and implemented over the last 60 years for the Hollywood Walk
of Fame.
Staff has prepared a Contract Services Agreement with PSCOC to administer the
Program, with the following general terms and conditions:
1. Scope includes full responsibility for administering and implementing the Program,
with an expectation that the Program will be administered by PSCOC in a similar
fashion as the Hollywood Walk of Fame is administered by the HCOC. PSCOC will
receive a fixed management fee of $2,500 monthly ($30,000 annually) paid through
revenues generated by the Program.
2. PSCOC will establish an Advisory Committee to accept, review, and approve
nominations of honorees to the Program, subject to the criteria established by the
Council.
3. City oversight of the Program will be provided through the new City Council
Subcommittee.
4. PSCOC will endeavor to process a minimum of 6 and not more than 12 new
honorees to the Program on an annual basis.
5. A $15,000 ($10,000 currently) donation will be required for any honoree to the
Program; a $60,000 to $100,000 donation will be required for any corporate
sponsorship to the Program.
6. City continues to own all existing and future Stars and the Program; PSCOC is
expressly not granted a License to the Program.
City Council Staff Report
June 6, 2018-- Page 4
Palm Springs Walk of Stars Program
7. PSCOC will coordinate all activities associated with installation of Stars and hosting
Dedication Ceremonies, estimated to cost not more than $3,000 per Star. PSCOC
will be reimbursed by City for direct costs incurred.
8. City will remain responsible for maintenance of all Stars.
Additionally, PSCOC will incur certain startup costs to purchase materials and supplies
related to hosting the Dedication Ceremonies, as well as website development, and
development/purchase of a cell phone application to be created for public use whereby
a history and background on each existing and future honoree to the Program will be
available. Staff recommends that the Council authorize the City Manager to reimburse
PSCOC separately from the proposed agreement for these Program startup costs,
estimated not to exceed $25,000.
A copy of the proposed agreement is included as Attachment 2.
Program Transition
Pursuant to Section 2.1 of the current License Agreement with the PSWOS, it was
expressly understood that "Upon termination of this License for any reason...all rights to
the Stars shall automatically transfer to City." The Council's prior grant of a License to
PSWOS to administer the Program ensured that the Program remained an asset of the
City upon termination of the License Agreement.
Additionally, pursuant to Section 2.2 of the current License Agreement with the
PSWOS, the City required that PSWWS make "an irrevocable offer to dedicate to City,
as a gift, all Stars now existing and subsequently installed in the public rights-of-way
within the City." Section 2.3 of the current License Agreement with the PSWOS requires
the City, at its sole discretion, upon termination of the License Agreement, to accept or
reject the dedication of the Stars. The City Council Ad-Hoc Subcommittee recommends
the Council accept the PSWOS's irrevocable offer of dedication of all existing Stars, and
relieve the PSWOS from any financial liability for their removal as otherwise provided in
their License Agreement.
On that basis, the Council may continue to administer the Program under the terms of a
new agreement with the PSCOC.
Walk of Stars Recipient Criteria
Additionally, the City Council Ad-Hoc Subcommittee has reviewed the Program's
existing criteria for honorees to the Program, and has recommended certain changes to
the criteria that emphasize the importance of candidates having had significance in their
genre, as follows:
Humanitarian: A Meritorious Star will be considered for applicants who have greatly
distinguished themselves with altruistic deeds and significant contributions to their city,
state & country. The honoree should have received national or international recognition
City Council Staff Report
June 6, 2018-- Page 5
Palm Springs Walk of Stars Program
in the form of honors or awards. The honoree should be widely known by the general
public to have helped alter the lives of people locally or internationally, or have had a
significant positive effect on humankind, or the health and well-being within the
community.
Entertainment: Show business people who have distinguished themselves as actors,
producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio,
Film, and/or Television, as well as people who have otherwise become prominent in the
field of Entertainment. Each applicant in the field of entertainment should have been
recognized by their peers, received significant honors and awards for their
achievements, and be known or recognized internationally in their industry.
Civic/Pioneer: A Meritorious Star will be considered for community members who have
been prominently and historically linked to the development of Palm Springs such as
early settlers, tribal members, and civic personalities with significant achievement who
have distinguished themselves in the service of the community. Elected City of Palm
Springs officials must be out of office one year to be eligible for nomination and must
meet the criteria.
Architect/Artist: Those leaders in the field of architecture and art who have helped
shape the look and feel and character of Palm Springs on a national or international
level, and whose works have been recognized on a national or international level. The
nominee must have contributed to creating the unique style that Palm Springs is known
for internationally.
Sports Star: A star will be considered to those who have had a high level of success in
the field of sports and have been recognized by peers in their field. They must have
been honored on a national or international level and received awards and honors from
their peers for their achievements.
Military: A star will be considered for those nominees who have had a distinguished
career in the military. The nominee must have achieved Flag or General Rank in one of
the United States Armed Services. They should also have received significant personal
recognition for their military accomplishments and be the recipient of a Congressional
Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force
Cross; Defense Distinguished Service Medal; and/or The Silver Star.
Literary: A star will be considered for authors, playwrights, screenwriters or persons
who penned literary works of considerable distinction, including those who have
achieved national or international recognition in the field of writing with awards or
special merits. A nominee should be recognized by their peers in their field and must
have received awards for their achievements in the category selected for the application
submitted.
City Council Staff Report
June 6, 2018-- Page 6
Palm Springs Walk of Stars Program
Corporate Sponsorship: This is a new category. The Subcommittee is also
recommending that City Council consider approving corporate sponsorships to the
program, to be evaluated on a case-by-case basis.
ENVIRONMENTAL IMPACT:
Section 21084 of the California Public Resources Code requires Guidelines for
Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines
are required to include a list of classes of projects which have been determined not to
have a significant effect on the environment and which are exempt from the provisions
of CEQA. In response to that mandate, the Secretary for Resources identified classes
of projects that do not have a significant effect on the environment, and are declared to
be categorically exempt from the requirement for the preparation of environmental
documents. In accordance with Section 15301 "Existing Facilities," Class 1 (c) projects
consists of existing sidewalks and similar facilities and is considered exempt from
CEQA. The requested action is to consider approval of an agreement for administration
of the Palm Springs Walk of Stars Program, which will allow for installation of
improvements and maintenance of the City's public sidewalks, and is considered
exempt from CEQA pursuant to Section 15301.
FISCAL IMPACT:
Pursuant to the current License Agreement with the PSWOS, the donation to be an
honoree to the Program is $10,000. Exhibit "C" of the current License Agreement shows
a total cost per Star of$3,748.90, which includes payment to City of $1,000 per installed
Star to be allocated to a City Maintenance Fund for the Program.
Over the last 4 years of the current License Agreement, PSWOC has paid to the City
$1,000 per star for maintenance costs, as follows:
• FY 2013/2014 $16,000
• FY 2014/2015 $14,000
• FY 2015/2016 $11,000
• FY 2016/2017 $21,000
Currently, the available balance in the City Maintenance Fund is $66,580.
The current License Agreement also established a budget of $3,207.99 monthly
($38,495.88 annually) for PSWOS's administration of the Program. PSWOS is entitled
to all revenues generated by the Program, less its incurred expenses and the $1,000
payment to the City Maintenance Fund per Star. All accrued revenues remaining with
PSWOS will be retained by PSWOS for its use in furtherance of and in compliance with
the bylaws of its status as a nonprofit corporation.
The proposed agreement with PSCOC revises this business arrangement for
administering the program, with revenues retained by the City, and at the
recommendation of the Subcommittee, to be earmarked for special events and parades.
City Council Staff Report
June 6, 2018-- Page 7
Palm Springs Walk of Stars Program
Based on a new donation fee of $15,000 for new honorees to the Program, and an
effort to have the PSCOC process at least 6 and not more than 12 new honorees
annually, the following budget can be anticipated for the Program, which varies
dependent upon the actual number of new Stars dedicated annually.
Revenue Revenue
6 Stars @$15,000 EA $ 90,000 12 Stars @$15,000 EA $ 180,000
Expenditures Expenditures
Management Fee $ 30,000 Management Fee $ 30,000
Star Installation; 6 @$2,500 EA $ 15,000 Star Installation; 12 @ $2,500 EA $ 30,000
Dedication Ceremony; 6 @ $500 EA $ 3,000 Dedication Ceremony; 12 @$500 EA $ 6,000
City Maintenance Costs(Estimated) $ 10,000 City Maintenance Costs(Estimated) $ 10,000
Total Costs $ 58,000 Total Costs $ 76,000
Net Operating Revenue $ 32,000 Net Operating Revenue $ 104,000
Staff has included a provision in the proposed Contract Services Agreement allowing for
an evaluation of the Program's revenues and expenses after the first year of its
implementation by the PSCOC. Specifically, the agreement states:
At the conclusion of the first year of this Agreement, the Parties shall review the actual
costs for administering the Program, and negotiate potential adjustment of fees as may
be determined upon mutual agreement of the Parties, as evidenced by an amendment
of this Agreement approved by the City Manager.
This provision will allow the City Council Walk of Stars Standing Subcommittee to
review and approve any changes to the operating revenue and expenditures, including
the management fee paid to PSCOC, on an annual basis, with the Council's delegated
authority to the City Manager to approve subsequent amendments to the Contract
Services Agreement as reviewed and approved by the Council Standing Subcommittee.
The net operating revenue generated by the Program will be utilized by the Council to
offset the City's costs with special events and parades, or other programs desired by
the Council.
Additionally, there will be certain Program start-up costs incurred by the PSCOC,
estimated not to exceed $25,000. Sufficient funds are budgeted and available in the
Special Projects Fund, Account No. 160-4510-60051, to offset these start-up costs.
City Council Staff Report
June 6, 2018-- Page 8
Palm Springs Walk of Stars Program
SUBMITTED:
Marcus Fuller, P.E., M.P.A., P.L.S. David H. Ready, Es
Assistant City Manager City Manager
Attachments:
1. Existing Agreement
2. Proposed Agreement
Attachment 1
LICENSE AGREEMENT
The Palm Springs Walk of Stars
,1 . THIS LICENSE AGREEMENT ("License") is made and entered into this l0' day of
2013, by and between the CITY OF PALM SPRINGS, a California charter city and a
municipal corporation ("City") and THE PALM SPRINGS WALK OF STARS, a California nonprofit
organization ("Licensee"), which together may be referred to as Parties.
RECITALS
A. City is the fee owner of the public rights-of-way within the City of Palm Springs,
California ("Property").
B. The "Walk of Stars Program" ("Program") raises funds to support the installation and
maintenance of "Stars," as defined below, within the public rights-of-way, and within a few private
sidewalk areas, to honor personalities associated with the City in addition to show business celebrities
who have made an impact worldwide in the area of show business.
C. For the past 20 years, the City has allowed the Program to be conducted within the public
rights-of-way of the City's downtown district area.
D. City believes that the City, its citizens, and visitors benefit from such a Program and
desires to continue the Program with Licensee as memorialized in this License.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, promises and conditions set
forth herein, the Parties hereto incorporate the recitals set forth above and further agree as follows:
1.0 LICENSEE'S OBLIGATIONS AND RIGHTS
1.1 Grant of Access. City hereby grants to Licensee, its employees, agents and
guests, a non-exclusive license and permission to enter upon and use a portion of the Property ("License
Area") for the limited purposes of installing and maintaining the Walk of Stars. Subject to the
requirements set forth in Section 3.0, additional. Stars may be installed in the downtown district area
without location approval by the City. However, should Licensee desire to install additional Stars
outside of the downtown district area, Licensee must first obtain written approval from the Contract
Officer. Moreover, to the extent that Licensee has, or desires to add, Stars on a privately-owned
sidewalk, Licensee shall be required to comply with the requirements of Section 1.4 below.
Furthermore, in recognition of the major construction that is forthcoming, Licensee shall not install any
additional stars in the Downtown Revitalization construction project area until further written notice
from the City.
Licensee expressly acknowledges that this License is non-exclusive and that members of the
public may also access the License Area. The License granted herein shall be valid for the term set forth
below only, and can be terminated prior to the expiration of the term without cause upon thirty days
ORIGINAL BIB
AMU AGREEMENT
The Palm Springs Walk of Stars License Agreement - I -
advance written notice to the other party hereto. The granting of this License is a privilege and not a
right, and is revocable by the City at any time. The City may also require the relocation or removal of
the Stars at any time without liability to Licensee.
1.2 Scope of Use. Pursuant to this License, Licensee may use the License Area to
maintain and operate the Program, subject to approval by the City.
1.2.1 Licensee's Responsibilities. The Licensee shall be responsible for all costs
and expenses related to this License including, but not limited to, the installation of the Stars,
procurement of insurance, Star dedication ceremonies, office administration, accounting, cleaning,
friction testing, and maintenance and removal of the Stars when requested by City.
1.3 Description of Stars. Each "Star" shall be a solid sandblasted granite block,
approximately thirty-six inches (36") wide by thirty-six inches (36") long by three inches (3") thick, and
shall be installed flush with the existing sidewalk. The exposed surface of each Star shall be sandblasted
consistent with the requirements in Section 1.5 and shall include a design in the shape of a star, with a
palm tree encircled inside the star, and the words "The Palm Springs Walk of Stars." A copy of the
design is attached to this License and is incorporated herein as Exhibit "A." The failure to install a Star
consistent with Exhibit "A" shall constitute a default of this License.
1.4 Stars on Private Property. Should Licensee desire to install a Star on a portion of
sidewalk that is privately owned, before Licensee may install such a Star, Licensee must first provide the
City, to the City's satisfaction, (i) written approval from the owner(s) of the private property, and (ii)
proof of comprehensive liability insurance which covers such property and names the property's owner
as an additional insured.
1.5 Donor Waiver. The Licensee shall obtain a written waiver and release from all
donors or contributors waiving and releasing all rights, title, and interest in the Stars. A copy of the
waiver is attached to this License as Exhibit "B." The Licensee shall also obtain a waiver prior to the
installation of each Star installed after the execution of this License.
1.6 Photographic Inventory. Each year that this License is in effect, on the
anniversary of this License, Licensee shall submit to the City a new photographic inventory, with new
photographs of each Star, depicting the condition of each Star at that time.
L7 Compliance with Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental agency of competent jurisdiction,
1.8 Licenses, Permits, Fees, and Assessments. Licensee shall obtain, at its sole cost
and expense, such licenses, permits, and approvals as may be required by law for the performance of the
sen•,ices required by this License. Licensee shall have the sole obligation to pay for any fees,
assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise
from,or are necessary for, the Licensee's performance of the services required by this License, and shall
indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest
levied, assessed or imposed against City hereunder.
The Palm Springs Walk of Stars License Agreement -2-
1.9 License Not Assipable. This License shall become effective immediately and is
personal to the Licensee and is not assignable_ Any attempt by Licensee to assign this License or to Sell
or otherwise transfer Licensee's assets shall terminate this License immediately.
1.10 Modification of License Area. Any future modification of the License Area
which is required by law shall be undertaken at Licensee's sole expense, subsequent to receipt of written
approval by the City.
1.11 Donation for Star. Licensee shall not require, assess, or suggest an amount in
excess of$10,000.00 for each star without the prior written approval of the City Manager,
2.0 OWNERSHIP OF STARS
2.1 Ownership of Stars. The Parties agree that, during the term of this License,
Licensee is the owner of all of the Stars which are part of the Program within the City as of the date of
this License, as depicted in the photographic inventory required pursuant to Section 1.6. The Parties
also agree that, during the term of this License, Licensee shall be the owner of all additional Stars which
are added to the Walk of Stars Program within the City consistent with the requirements set forth herein.
Upon termination of this License for any reason, subject to Section 2.3, all rights to the Stars shall
automatically transfer to City.
2.2 Irrevocable Offer to Dedicate. Licensee hereby makes an irrevocable offer to
dedicate to City, as a gift, all Stars now existing and subsequently installed in the public rights-of-way
within the City.
2.3 Acceptance Dedication. Within sixty(60)days of the termination of this License,
the City may, at its sole discretion, accept or reject the dedication of all of the Stars located within the
public rights-of-way. Should City refuse to accept the dedication of the Stars, Licensee agrees that it
shall remove all of the Stars within the License Area, at Licensee's sole cost, within a reasonable time
not to exceed one hundred twenty (120)days.
3.0 SELECTION AND DEDICATION OF STARS
3.1 Selection Criteria. Honorees for the Walk of Stars shall be selected by the Palm
Springs Walk of Stars Selection Committee pursuant to selection criteria established by the Committee.
The selection criteria shall not be changed without the written approval of the City. A copy of the
selection criteria is attached to this License and incorporated herein as Exhibit "D." In addition to the
honorees selected by the Committee, one star annually shall be provided to the City at no cost for the
purpose of honoring a Palm Springs International Film Festival Award Winner. Licensee shall
cooperate and work with the City Manager to secure a timely and appropriate placement of each such
star.
3.2 Selection Committee. In consideration for the right to install the Stars in the
public rights-of-way, the Licensee agrees that, the City may, at its election, have its representative
The Palm Springs Walk of Stars License Agreement -3-
participate in the selection of each honoree for the Walk of Stars. The City representative, if any, shall
be selected by the City Council,
3.3 Dedication Ceremonies. Licensee shall provide thirty (30) days prior written
notice of each dedication ceremony for a Star to the Contract Officer and shall obtain any necessary
permits for such ceremony. Costs incurred in connection with dedication ceremonies shall not be
reimbursable from the Fund.
4.0 MAINTENANCE AND CONDITION OF THE PROPERTY
4.1 Removal or Relocation of Stars. Certain events, such as street and sidewalk
construction or construction on adjacent property, may at times require the removal or relocation of a
Star. If such removal or relocation becomes necessary, the City shall meet and confer with the Licensee
to facilitate the relocation of the Star to a mutually agreed upon location. However, if the parties are
unable to agree upon a location, the new location shall be determined in the City's sole discretion. The
cost of relocation shall be borne solely by Licensee and shall be carried out within the timeframes set by
City, but City shall give Licensee at least thirty(30) days notice. If Licensee fails to timely accomplish
the relocation, the City may remove the Star at Licensee's sole expense.
4.2 Maintenance. Licensee shall be responsible for the on-going maintenance, repair
and cleaning of the Stars installed in the public rights-of-way and shall keep the Stars in first class
condition and repair.
4.2.1 Licensee's Maintenance Program. No later than March 1 st of each year
during the term of this License, Licensee shall submit a plan for its annual "Maintenance Program" with
details regarding how and when Licensee shall clean and maintain the Stars. The Maintenance Program
shall be approved by the Contract Officer and may be amended' from time to time as necessary to fulfill
the terns of this License. The Maintenance Program shall include a regular program to test for the
maintenance of a coefficient of friction of at least 0.75 on the sandblasted surface of each Star, as
described in Section 4.2.3. The Licensee shall be responsible for all costs and expenses related to the
Maintenance Program during the term of this License. At a minimum, each Star shall be cleaned at least
two (2) times per year. At Licensee's election, the cleaning may be undertaken in segments of the entire
Program. It is not mandatory that all of the Stars be cleaned at the same time. However, upon Licensee's
receipt of a written request from the City to clean a particular or group of Stars, Licensee shall arrange
for such Star(s) to be cleaned within seven (7) days, even if such Star or group of Stars have already
received their two annual cleanings. Failure to comply with such a request shall constitute a default of
this License.
4.2.2 City Sidewalk Cleaning. The City agrees to use best efforts to coordinate
its periodic sidewalk cleaning with the Licensee's Maintenance Program to maximize efficiency.
Sidewalk cleaning during the Fall season typically occurs during September or October. The City shall
give the Licensee ten (10) days' written notice of the City's Fall sidewalk cleaning, then shall work with
the Licensee to coordinate the cleaning with the Licensee's Maintenance Program.
4.2.3 Coefficient of Friction Testing. Within one hundred eighty (180) days
from the execution of this License, Licensee shall submit to the City a written statement from a qualified
The Palm Springs Walk of Stars License Agreement -4-
contractor demonstrating that the surface of each Star in existence as of such time has been tested in
accordance with the test methods established by the American Society for Testing and Materials
(ASTM) for measuring the coefficient of friction and that the testing demonstrates that each Star has
been sandblasted to achieve an average dry, static coefficient friction of at least 0.75. Upon initial
testing, should any Stars fail to produce a coefficient of friction of at least 0.75, Licensee shall arrange
for such Stars to be sandblasted until retesting demonstrates a coefficient of friction of at least 0,75.
Every second year that this License remains in existence, starting with the third year, Licensee
shall re-test the coefficient of friction for each then-existing Star pursuant to the then applicable ASTM
standards, and shall submit a written statement from a qualified contractor verifying that the coefficient
of friction of each Star is at least 0.75. Should any Stares) fail to produce a coefficient of friction of at
least 0.75, Licensee shall arrange for such Stares) to be sandblasted until retesting demonstrates a
coefficient of friction of at least 0.75.
4.2.4 ASTM Acceptable Test Methods. As of the execution of this License, the
parties agree that there are currently two acceptable ASTM methods for testing the coefficient of friction
of the Stars. These methods are;
(i) C-1028-96: This is the standard test method used to determine the
static coefficient of friction of ceramic tile and other like surfaces by the horizontal dynamometer pull-
meter method and is the most common test used to measure slip resistance in the field. This test method,
which uses a portable horizontal pull meter, may be used under both wet and dry conditions and uses
Neolite heel assemblies.
(ii) F-1677-96: This is the standard test method for portable
inclinable articulated strut slip testers (P1AST). This mechanism measures the slip resistance of footwear
sole, heel or related materials against planar walkway surfaces or walkway surrogates in either the
laboratory or the field under dry, wet or contaminated conditions.
4.3 Maintenance Fund. Currently the prorated annual maintenance expense
(including annual friction testing) of cacti Star is estimated at Seventy Five Dollars ($75.00) while the
expense to remove and replace each Star including patching and restoring the sidewalk is estimated to be
Two Thousand Dollars ($2,000) per star. On average, two stars per year are replaced. Much of the cost
of existing maintenance comes from the sale of new Stars. It is the goal of the parties to create a self-
sustaining fund which will pay for maintenance, or if necessary, removal of the Stars. It is estimated that
the average balance in the Fund should be Twenty Thousand Dollars ($20,000.00) to adequately meet
the Ciq} s needs.
4.3.1 Fund Contributions. Upon the installation of each new Star, Licensee
shall deposit into the Fund the then-current portion of the total cost of each Star, as determined by the
Star Cost Breakdown in Exhibit "C," which has been allocated to the on-going maintenance, repair, and
cleaning of the Star. In addition, at all times during the term of this License, Licensee shall use its best
efforts in fund-raising to supplement the Fund. Licensee shall have the goal to therefore correct the
under-funding of the Fund within three(3) years.
The palm Springs Walk of Stars License Agreement -5-
Licensee shall have the goal of making contributions of at least Fifteen Thousand Dollars
($15,000) per year to the Fund. The parties shall meet annually, on or about May 1, to determine the
sufficiency of the Fund for the long-term maintenance, repair and cleaning of the Stars, and shall
determine if it is necessary to increase the amount allocated from the cost of a new Star to long-term
maintenance, repair and cleaning.
4.3.2 Permitted Fund Expenditures. Use of the Fund is limited to expenditures
incurred in connection with the maintenance, cleaning, and repair of the Stars, as described in the
Maintenance Program, which has been approved by the City, and this Section. Licensee shall submit
invoices for all eligible expenditures of the Fund to the City's Director of Finance in a form approved by
the City along with a letter requesting the amount to be released from the Fund. City agrees to use the
Fund, to the extent that monies are available, to pay Licensee from the Fund for all eligible expenses
within thirty(30)days of its receipt of an invoice and request from Licensee.
4.3.3 Ownership of Fund on Termination. Upon tennination of this License, if
the City agrees to continue the Program, the City shall retain the Fund; or, if the City elects to
discontinue the Program and requests that the Stars be removed, the Fund shall be used to remove the
Stars and the remaining balance of the Fund, if any, shall be returned to Licensee.
4.4 Coefficient of Friction. The surface of each Star shall be sandblasted to achieve
an average dry static coefficient of friction of at least 0.75. Due to the City's concerns regarding liability
for slipping, the City retains the right to require the Licensee to periodically test the coefficient of
friction of any or all Stars. If the coefficient of friction falls below 0.75 for any Star, such Star shall be
sandblasted or othenvise treated to achieve a coefficient of at least 0.75, or, at the sole option of City,
shall be removed.
4.5 Damage or Destruction of Stars. if more than fifty percent (50%) of the Stars are
destroyed or damaged as a result of a catastrophic event to the extent that, in City's reasonable
discretion, Licensee may no longer use the License Area for the intended purposes, Licensee may elect
to either: (i) submit a written request for termination of this License to the City which shall be effective
thirty (30) days after the date of the damage or destruction; or (ii) upon consent of the City, use that
portion of the License Area specified by the City on a temporary basis until such time as the Stars can be
repaired or reconstructed. Any such repair or reconstruction shall be completed at the sole expense of
Licensee and in an expeditious manner.
4.6 Failure to Comply with Performance Standards. Should Licensee fail to comply
with the performance standards set forth in this License including, but not limited to, the maintenance
standards described in Section 4.2 and the coefficient of friction described in Section 4.4, the City may
elect to: (i) impose liquidated damages pursuant to Section 7.4, (ii) abate the pertormance failure and
seek reimbursement of its costs from Licensee,or(iii)terminate the License pursuant to Section 7.3.
5.0 COORDINATION OF WORK
i
5.1 Representative of Licensee. Robert Alexander, President of The Palm Springs
Walk of Stars, is hereby designated as being the principal and representative of Licensee to act in its
The Palm Springs Walk of Stars Licensc Agreement .6.
behalf with respect to the work and services specified herein and make all decisions in connection
therewith.
5.2 Contract Officer. The City 'Manager of the City, or his or her designee, is hereby
designated as being the representative of the City authorized to act in its behalf with respect to the work
and services specified herein and make all decisions in connection therewith ("Contract Officer"),
5.3 Independent Contractor. Neither the City nor any of its employees shall have any
control over the manner, mode or means by which Licensee, its agents or employees, perform the
services required herein, except as otherwise set forth herein. Licensee shall perform all services
required herein as an independent contractor of City and shall remain under only such obligations as are
consistent with that role. Licensee 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.
6.0 INSURANCE AND INDEMNIFICATION
6.1 Insurance. The Licensee shall procure and maintain, at its sole cost and expense,
in a form and content satisfactory to City, during the entire term of this License including any extension
thereof, the following policies of insurance:
6.1.1 Comprehensive General Liability Insurance. A policy of comprehensive
general liability insurance written on a per occurrence basis in an amount not less than either (i) a
combined single limit of S1,000,000.00 or (ii) bodily injury limits of $500,000.00 per person,
$1,000,000.00 per occurrence and $500,000.00 products and completed operations and property damage
limits of$1,000,000.00 per occurrence and $1,000,000.00 in the aggregate.
6.1.2 Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which shall
indemnify, insure and provide legal defense for both the Licensee and the City against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by or any
persons retained by the Licensee in the course of carrying out the work or services contemplated in this
License.
All of the above policies of insurance shall be primary insurance and shall name the City, its
officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation
and contribution it may have against the City, its officers, employees, and agents and their respective
insurers. All of said policies of insurance shall provide that said insurance may not be amended or
canceled without providing thirty (30) days prior written notice by registered mail to the City. In the
event any of said policies of insurance are canceled, the Licensee shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Section 6.1 to the Contract Officer. No work
or services under this License shall commence until the Licensee has provided the City with Certificates
of Insurance or appropriate insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City.
The Licensee agrees that the provisions of this Section 6.1 shall not be construed as limiting in
any way the extent to which the Licensee may be held responsible for the payment of damages to any
The Palm Springs Walk of Stan License Agreement 7-
persons or property resulting from the Licensee's activities or the activities of any person or persons for
which the Licensee is otherwise responsible.
6.2 Sufficiency of Insurer or Surety. Insurance required by this License shall be
satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the
most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if
they are of a financial category Class V11 or better, unless such requirements are waived by the City's
Risk Manager due to unique circumstances. In the event that the City's Risk Manager determines that the
work or services to be performed under this License creates an increased or decreased risk of loss to the
City, the Licensee agrees that the minimum limits of the insurance policies may be changed accordingly
upon receipt of written notice from the City's Risk Manager; provided that the Licensee shall have the
right to appeal it determination of increased coverage to the City Council of City within ten (10) days of
receipt of notice from the City's Risk Manager.
6.3 Indemnification. Licensee agrees to indemnify the City, its officers, agents and
employees against, and will hold and save them and each of them harmless from, any and all actions,
suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities, including paying any legal costs, attorneys' fees, or paying any judgment (herein "claims and
liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection
with (i) the performance of, or failure to perform, any obligation by Licensee to be performed under the
terms of this License, (ii) Licensee's use of the License Area, or (iii) the conduct of Licensee's business
or any activity, work or things done, permitted or suffered by Licensee in or about the License Area or
adjacent property. The obligations of Licensee under this Article 6 shall survive expiration or earlier
termination of this License.
6A Assumption of All Risks and Liabilities. Licensee, as a material part of the
consideration to City, hereby assumes all risk of damage to the License Area, including, without
limitation, injury to persons in, upon or about the License Area during Licensee's use of the License
Area or other activities of Licensee or Licensee's officers, agents, employees or invitees on the License
Area. Licensee hereby waives all claims with respect thereof against City. City shall not be liable for
any injury to the License Area, a Star, or injury to or death of Licensee or its officers, agents, employees
or invitees, or injury to or death of any other person in or about the License Area from any cause except
to the extent caused by the negligence or willful misconduct of the City or its officers, agents,
employees or invitees.
7.0 TERM, TERMINATION AND LIQUIDATED DAMAGES
7.1 Temi. Unless earlier terminated in accordance with Section 7.2 below, this
License shall continue in full force and effect for one (1) year commencing from the date of execution.
The term shall be automatically extended for four (4) additional one-year tenns ("Renewal Term")
unless City notifies Licensee in writing at least thirty(30) days prior to expiration of a tern that the City
has elected not to renew this License. Any Renewal Term shall be on the same terms and conditions set
forth in this License.
7.2 Termination Prior to Expiration of Term. Either party may terminate this License
at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt
The Palm Springs Walk of Stars License Agreement -8-
of the notice of termination, the Licensee shall immediately cease all work or services hereunder except
as may be specifically approved by the Contract Officer.
7.3 Tennination for Default. if termination is due to the failure of Licensee to fulfill
its obligations under this License, City may give Licensee thirty (30) days' written notice of the
termination and the reasons therefor to Licensee. Licensee may be found to be in default for Licensee's
failure to comply with any tens or condition of this License, to acquire and maintain all required
insurance policies, bonds, licenses, and permits, or failure to make satisfactory progress in performing
the License. Upon termination under this provision, all goods, materials, documents, data and reports
prepared by Licensee under this License shall become the property and be delivered to the City on
m City may, u on termination of this License procure, on terms and in the manner that it
demand, The } p , p ,
deems appropriate, materials or services to replace those under this License.
7.4 Liquidated Damages. Since the determination of actual damages for any failure
to comply with the performance standards, as referenced in Section 4.6, or for the failure of Licensee to
surrender the License Area in an undamaged condition, as requited by Section 7.5, would be extremely
difficult or impractical to determine in the event of a breach of this License, Licensee agrees that it shall
be liable for and shall pay to the City the sum of Two Hundred Dollars (5200) as liquidated damages for
each day, or portion thereof, that Licensee allows such failure to continue. If necessary, the City may
withdraw any monies payable as liquidated damages from the Fund.
7.5 Waste, Damage or Destruction: Surrender of Property. The Licensee shall not
allow any waste, damage or destruction to occur in or to the License Area or within a reasonable
adjacent perimeter thereto. When this License terminates, upon such termination, Licensee, at its sole
expense, shall repair any waste, damage or destruction and shall restore the License Area to that
condition existing prior to Licensee's use of the License Area. Should Licensee fail to vacate the License
Area in an undamaged condition, City may arrange for the cleaning and/or repair of the License Area,
the cost of which will be immediately reimbursed by Licensee, and Licensee will be additionally
penalized pursuant to Section 7.4, regarding liquidated damages.
8.0 REPORTS AND RECORDS
8.1 Reports. The Licensee shall issue quarterly reports regarding the Fund, Fund
balance, the annual goal, contribution amounts, fundraising efforts, and all efforts to clean, repair and
maintain Stars within the License Area. Each report shall be in a format acceptable to the Contract
Officer and shall be delivered to the City on the fifteenth day of each April, July, October, and January
during the term of the License. The parties shall meet annually to determine the sufficiency of the Fund
for the long-term maintenance, repair, and cleaning of the Stars, and shall determine if increases in the
amount of the contributions are necessary to meet the annual goal.
8.2 Records. Upon receipt of written notice from the City, Licensee shall use
reasonable business efforts to provide City or City's designees with copies of books and records
pertaining to Licensee's operations. Licensee shall use reasonable business efforts to promptly provide
the City with any additional information relevant hereto which is not specified in this Section.
The Palm Springs Walk of Stars Liecnsc Agreement -9-
8.3 Ownership of Documents. All reports, records, documents and other materials
prepared by Licensee, its employees, subcontractors, and agents in the performance of this License shall
be reviewable by the City and copies of such materials shall be delivered to City upon request of the
Contract Officer or upon the termination of this License, and Licensee shall have no claim for
compensation as a result of the exercise by City of its full rights of ownership of the documents and
materials hereunder.
9.0 MISCELLANEOUS
U Covenant Against_Discrimination. Licensee covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons on account of race, color, creed,
religion, sex, marital status, national origin, or ancestry in the performance of this License. Licensee
shall take affirmative action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex, marital status, national origin
or ancestry.
9.2 Non-liability of Officers and Employees. No officer or employee of the City shall
be personally liable to the Licensee, or any successor in interest, in the event of any default or breach by
the City or for any amount which may become due to the Licensee or to its successor, or for breach of
any obligation of the terms of this License.
No officer, director or board member of the Licensee shall be personally liable to the City in the
event of any default or breach by the Licensee or for any amount which may become due to the City, or
for breach of any obligation of the terms of this License.
9.3 Conflict of Interest. No officer or employee of the City shall have any financial
interest, direct or indirect, in this License nor shall any such officer or employee participate in any
decision relating to the License which affects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested, in violation of
any State statute or regulation. The Licensee warrants that it has not paid or given and will not pay or
give any third party any money or other consideration for obtaining this License.
9.4 Notice. Any notice, demand, request, document, consent, approval, or
communication 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 prepaid, first-class mail, in the case of the City, to the
City Manager and to the attention of the Contract Officer, C[TY OF PALM SPR NGS, P.O. Box 2743,
Palm Springs, California 92263, and in the case of the Licensee, to the address designated on the
execution page of this License.
9,5 Interpretation. The terms of this License shall be construed in accordance with
the meaning of the, language used and shall not be construed for or against either party by reason of the
authorship of this License or any other rule of construction which might otherwise apply.
9.6 Integration:__Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this License and this License supersedes and cancels any and all
The Palm Springs Walk of Stars License Agrement - 10-
previous negotiations, arrangements, agreements and understandings, if any, between the parties, acid
none shall be used to interpret this License. This License may be amended at any time by the mutual
consent of the parties by an instrument in writing.
M Severability. In the event that part of this License shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining portions of this License which are hereby declared
as severable and be in interpreted to carry out the intent of the parties unless the invalid provision is so
material that its invalidity deprives either party of the basic benefit of their bargain or renders this
License meaningless.
9.8 Waiver. No delay or omission in the exercise of any right or remedy by a non-
defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's
consent to, or approval of any act by the other party requiring the party's consent or approval, shall not
be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this License.
9.9 Attorneys' Fees. If either party to this License is required to initiate or defend or
made a party to any action or proceeding in any way connected with this License, the prevailing party in
such action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorneys fees, whether or not the matter proceeds to judgment.
9.10 Governing Law/Venue. This License shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California. Legal actions concerning
any dispute, claim or matter arising out of or in relation to this License shall be instituted in the Superior
Court of the County of Riverside, State of Califomia, or any other appropriate court in such county.
9.11 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal,
State or local governmental agency having jurisdiction in effect at the time service is rendered.
9.12 Rights and Remedies are Cumulative. Except with respect to rights and remedies
expressly declared to be exclusive in this License, the rights and remedies of the parties are cumulative
and 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.
9.13 Corporate Authority. The persons executing this License on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this License on behalf of said party, (iii)by so executing this License, such party is formally
bound to the provisions of this License, and (iv) the entering into this License does not violate any
provision of any other agreement to which said party is bound.
The Palm Springs Walk of Srars License Agreement - I I -
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
"CITY"
CITY" OF PALM SPRINGS,
a California charter city and a
municipal corporation
r
DAVID H. READY, hD.
City Manager
ATTEST: APPROVED BY CITY COUNCIL
AA
ES THOMPSON
City Clerk
APPROV S TO FORM:
DOUGLAS C. HOLLAND, ESQ.
City Attorney
"LICENSEE"
THE PALM SPRINGS WALK OF STARS,
a California non-profit organization
V��K M,5��
ROBERT ALEXANDER
Authorized Agent
The Palm Springs Walk of Stars Licensc Agreement E2-
EXHIBIT "A"
Star Design
r
r
r.
HEMET VALLEY
ONUMENTS
W Y✓1:0.wd 51 and MEMORK ADVISORS (post a4�.ar,a•r
oTaull CA 022,'. (800)244.3eU _ rw(809)78 N34
tlarrh'•t ItMi:
L:11'Unm It ALn•runrern
"t %latdrlal used for Palm$pfiugt Walk of Stnrs
Tht n,eterisl is or natural vitinie.reddish in Color 'fhe ji2gis 36.06-!2 5',
%011 t110 fop M&1145hed
Put a1N the prv"ss of making the pies of granite look like a star;apart 40 o
of Ilh pcdl$h to rott roved in the area alrrounding the star _
Thu%leacnte ahtvtr GU°/n of the 360.06,Polished
Front View Side View
36"
3611
36"
• ,t.u.1e1,
J1�ui/,tit
llcutell'allcw�4ptntuteut9
The Palm Springs Walk of Stars License Agreement 13-
c w h ]
6, a e rT t 3 1 M 3 T
<a r
}+r1 t�R�y�F+ Y`� pit �, ca<Yi rrTA+ 3 i Zz fr4� e,c }2 ¢ i
ti- Y{;,. �$rg♦ n "t+ion jRr !' , �' ;yalid
�,'..� f � F � i� i 5 ' :+ '1 tgyy�•Yr4;KQ >i; x
4 'Z ti5s K
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� c
EXHIBIT rB"
Donor Waiver
THE PALM SPRINGS WALK OF STARS
PROGRAM
WAIVER OF DONOR
W r5 1.PALM SPRINGS WALK OF$TARS PROGRAM Palm Springs.a
corporation(herein'County)and PALM SPRINGS WALK OF STARS(hereln••!'SINS")
have agreed that the Contractor shall install solid sandblasted granite blocks(Ihe'Stars'7
in the public right of way to honor pominerd personalities associated with Palm Springs.
lu)tan at'113n r:(.Tcnf.G However,Palm Springs is catoenend with Ik6Nty to pedestrians and must retefn the right
to require proper rare of the Steas and the fight to require remaral ardor relocation of the
rltfitil DF.\r Stars if nerrvery,without inCurtYg liability to the donors.Therefore.Palm Springs
A(cra•rd3. approval of the Stars has been based on receiving:(a)An irrevocable offer to dedicate to
Palm Springs es a gift all Stars Irked in the"ke right of way,and(b)The written
rxi:PFF:ru)r�T waiver and release of any and all donors or corrfdbtdws of any this,title orinterestN
/l.!rosro-t the Stare.11 should be e)pressly udeastood,however,that the Slag are the property of
Itru1 r•+xi'I,nc•ica PSYS and net the Canty until theofferto dedicate Is accepted.
stcgrr.uor 2.WAIVER WITH RESPECT TO MODIFICATION OR
KollFl�n 2va,a!(PAW
1f,J,+iK;•r,Jd:lt4l"., REMOVAL The Donor,its agents,heirs.successors and assigns hereby waive any
and all rights,title,causes of action erinlerest in the Star towards which the midfibotion
IMMU'lu:A "a made.Donor understands#ad PSWS andrw the County have ate right to after,
swer S wd relocate or remove the Star A any Urns,and Donor waives any and all causes of action,
Fla.x damages.rights to receive any voice andlw compensation,or to object to Ste alteration,
,Wu,•+fr•A.tnM relocation,removal or daetruction of the Star.
nu¢u:ro¢s
Aymrly."1 3.IDEMNIFICATION OF DONOR PSWS agrees to indemny the donor,
Its agents,hefts,successors and assigns against and will hold and save them and each
r of them hamless from,any and all artuma,suite,claims,damages to persons or
F".'rp,rer"N I:V'mrhl
Property,losses,costs,penalties,obligations,errors,ormssioas or liabilities.inducing .
" paying any legal coats,adwneys fees.or paying any Judgment("rein'clants or
I•" '.�u•i"'"' liabilities')that ma be asserted ar claimed
oc ar. y by any personShere hereunder.
arising ad of or
F;NMtiunu"n fuwiir,, in connection with(he negfgenl ads w txnisaions of PSWS hereunder. I
' �iv"o CcGba
ynyin,r�t«r(:°'mlro' 4.WAIVER OF RIGHT TO SUE Donor,Its hews,sixxxssors and assigns
Ireroby We We any right to etia PSWS or Palm Spnngs for bream of any written w oral
hawMa"vltndu+
representation with respect to the Walk of Stars Prograrn including,bit not limited to,MG
Isnaorr rt:un,,n•nrur Revocable License and Maintenance Agreement except mat Dwior shall not waive any
fa40 s right to enforce the indemnification covenant of PSWS contained in Section 3above.
h '"#�Ow Name of Star:
2wx
Date: By:
(Donor Name)
. Itxrw'r{J<rnlJJidrr
to.MMII.S Address:
r,t"s..c�i:twn
. ;wr(lfaaill
- r�.xarsmaln
lmr,IWle.,rb''.uJ..r State ZIP:City,
r,wnl':1w.S3"F�,sIV'�4151auas r '
i
The Palm Springs Walk of Stars License Agreement 15-
I
EXHIBIT "C"
Star Cost Breakdown
PALM SPRINGS WALK OF STARS EXPENSES (PAGE I OF 3)
PER STAR COST EXPENSE INCOME FROM
STAR SALES
Sound $200.00
Star Mfg. $948.90
Star Installation $1,000.00
City Maintenance Acct. $1,000.00
City Proclamation $100.00
Flowers for the ladies $100.00
Plaque $200.00
Loading & Unloading $100.00
Charlie Chaplin $100,00
TOTAL COST PER STAR $3,748.90
Based on an average of 10 starsl $37,489.00 $100,00.00
Based on an average of 15 star $56,233.50 $150,000.00
Based on an average of 20 star $74,978.00 $200,000.0
i
The Palm Springs Walk of Stars License Agreement - 16-
EXHIBIT "C"
Star Cost Breakdown
PALM SPRINGS WALK OF STARS ANNUAL EXPENSES (PAGE 2 OF 3)
DESCRIPTION ONGOING MONTHLY
EXPENSES
Electricity for booth $25.00
Booth Rental for cleaning machine _ _ _ $200.00
Storage for Books $83.00
Telephone $130.00
Office-Computers, phone, fax $500.00
Office Supplies and Postage $100.00
Bob Alexander-Public Relations $1,200.00
(Interacts with all star recipients and sponsors and
hosts all ceremonies, supplies van and gas for all
dedications
Star Pins $50.00
AOL $16.99
Web Server $26.00
Secretary/Bookkeeper $886.000
I TEX $11.00
TOTAL MONTHLY $3,207.99
TOTAL ANNUAL $38,495.88
I
i
The Palm Springs Walk of Stars License Agreement 17-
EXHIBIT "C"
Star Cost Breakdown
PALM SPRINGS WALK OF STARS EXPENSES (PAGE 3 OF 3)
ANNUAL
DESCRIPTION_ EXPENSES
Star replacement 2 stars at $1,948.90 ea. $3,897.80
Star cleaning $1 ,000.00
Scholarships $1,000,00
Accounting $1,300.00
Liability Insurance $1,160.16
State Filing $20.00
Co-efficient of friction test $2,000,00
Chamber of Commerce $220.00
Star paint $213.04
Star pqinfing $4,000.00
Star repairs $2,400.00
Contingency $6,000.00
Total $23,211.00
GRAND TOTAL-EXPENSES
PER STAR COST $3,748 STARS X 10 STARS (AVG) $37,489.00
MONTHLY COSTS $38,735,88
ANNUAL COSTS $23,211.00
TOTAL EXPENSES $99,435.88
INCOME FROM SALE OF 10 STARS $100,000.00
i
I
The Palm Springs Walk of Stars License Agreement - 18-
EXHIBIT "D"
Selection Criteria
I
I
EXHIBIT"D"
SELECTION CRITERIA
1. Celebrities that perform and appear in the Coachella Valley who may:
a. Impact the economy by their appearances and performances-
b. Who are recognized worldwide by their peers.
C. An artist and/or performer who makes a contribution to the Coachella
Valley culturally.
d. An artist and/or performer who has received award for their oontribudons
as an artist.
2. Artist and/or celebrity who is a recipient of an award or recognized at the Palm
Springs International Film Festival.
3. Persons that meet the criteria will be considered as candidates. The inscriptions
on the stars are relevant to the honoree's field of achievement and are shown in bold
for each category.
a. Show Business. Stago,Radio, Film,TV.
Persons who have distinguished themselves worldwide as actors,
producers, directors, playwrights, cinematographers,musicians,either on Stage,
Radio, Film, and/or Television.as well as persons who have otherwise become
prominent in the field of Entertainment.
b. Literary. Authors, Playwrights, Screen Writers.
Persons who have penned literary works of considerable distinction and
have achieved national and international recognition in the field of entertainment_
Special merits are given to literary works produced into films or television
specials.
C. Pioneers/Civic.
Mayor, Civic Personally, Community Leader, Distinguished Tribal
Personality, Chief, or other similar designations. A Meritorious Star may be
awarded to local persons prominently and historically linked to the development
of Greater Palm Springs, such as, early settlers, tribal members, civic
personalities and significant historical achievement who have distinguished
themselves in the service to the community_
d. Humanitarians.
A Meritorious Star may be awarded to persons who have greatly
distinguished themselves In the service to their fellow man by enduring and
selfless contributions to charitable causes,and by their altruistic deeds achieved
exulted recognition within the community.
Additional Materials
Item 05.B. 0510112013
The Palm Springs Walk of Stars License Agreement -19-
I
EXHIBIT "D"
Selection Criteria
I
Walk or Stars"Exhibit D"
May 1.2013
Page 2
e. Sports.
Athletes who have excelled in their respective field of sports and have
greatly contributed to the worldwide prominence of Greater Palm Springs.
f. Military.
Congressional Medal awardees only.
g. The Palm Springs International Film Festival's Annual Special
Honoree pursuant to Section 3.1 of the License Agreement.
The Palm Springs Walk of Stars License Agreement -20-
S
Attachment 2
CONTRACT SERVICES AGREEMENT
Palm Springs Walk of Stars Program Administration
THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement') is made and
entered into on May , 2018, by and between the City of Palm Springs, a California
charter city and municipal corporation ("City"), and the Palm Springs Chamber of
Commerce, a California non-profit corporation, ("Contractor"). City and Contractor are
individually referred to as "Party" and are collectively referred to as the "Parties".
RECITALS
A. The City has established a program to honor certain artists and celebrities
from stage, radio, film, television; to honor literary artists, including authors, playwrights,
and screenwriters; to honor local residents considered "Pioneers" or civic community
leaders; to honor certain humanitarians who have contributed to charitable causes; to
honor certain sports athletes; to honor certain distinguished members of the military;
and to otherwise honor such persons as the City desires to recognize in accordance
with criteria developed and approved by the City. This recognition program has been
previously identified as the "Palm Springs Walk of Stars," and includes installation and
maintenance of "Stars" designating the honorees located in the City's sidewalk within
public rights-of-way and on certain private property, hereinafter to be referred to as the
"Program."
B. The City has determined that there is a need to assign administration of
the Program to the Palm Springs Chamber of Commerce, whereby the Program will be
administered similar to the Hollywood Walk of Fame that is administered by the
Hollywood Chamber of Commerce.
C. Contractor has submitted to City a proposal to administer the Program for
the City under the terms of this Agreement.
D. Based on its experience, education, training, and reputation, Contractor is
qualified and desires to provide the necessary services to City for administering the
Program.
E. City believes that the City, its citizens and visitors benefit from the
Program, and desires to continue the Program under this Agreement providing for
administration of the Program by the Contractor.
Page 1 of 11
NOW THEREFORE, in consideration of the mutual covenants, promises, and
conditions set forth herein, the Parties hereto incorporate the recitals set forth above,
and further agree as follows:
AGREEMENT
1. CONTRACTOR SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contractor shall administer the Program as described in the Scope of
Services attached to this Agreement as Exhibit "A" and incorporated by reference (the
"Services"). Exhibit "A" includes the agreed upon schedule of performance and the
schedule of fees. Contractor 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 and the terms set forth in this Agreement, the terms set forth in this
Agreement shall govern.
1.2 Compliance with Law. Contractor 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. Contractor 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.
1.4 Familiarity with Work. By executing this Agreement, Contractor 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 Contractor is an
essential condition of this Agreement. Contractor shall prosecute regularly and
diligently the work of this Agreement according to the agreed upon schedule of
performance set forth in Exhibit "A." Contractor 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 Contractor. Delays shall not entitle Contractor to any additional
compensation regardless of the party responsible for the delay.
3. COMPENSATION OF CONTRACTOR
3.1 Compensation of Contractor. Contractor shall be compensated and
reimbursed for the services rendered under this Agreement as set forth in Exhibit "A".
Contractor shall receive a management fee for administering the Program not to exceed
Two Thousand Five Hundred Dollars ($2,500) per month, or Thirty Thousand Dollars
($30,000) per year, in addition to any such direct expenses in administering the
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Program which shall be reimbursed by City as further identified on Exhibit "A". At the
conclusion of the first year of this Agreement, the Parties shall review the actual costs
for administering the Program, and negotiate potential adjustment of fees as may be
determined upon mutual agreement of the Parties, as evidenced by an amendment of
this Agreement approved by the City Manager.
3.2 Method of Payment. In any month in which Contractor wishes to receive
payment, Contractor 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 Contractor for all
expenses stated in the invoice that are approved by City and consistent with this
Agreement, within thirty (30) days of receipt of Contractor'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 Contractor'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.
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 Contractor, if
Contractor 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 Contractor notification, the Contract Officer shall investigate the facts and the
Page 3 of 11
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 final 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 three
years, commencing on June 5, 2018, and ending on June 30, 2021. Upon mutual
agreement of the Parties, this Agreement may be extended for two (2), optional one (1)
year extensions, through June 30, 2023. This Agreement may be further amended to
extend the term 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
Contractor. Where termination is due to the fault of Contractor 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, Contractor shall immediately cease all services except such as may be
specifically approved by the Contract Officer. Contractor 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. Contractor may
terminate this Agreement, with or without cause, upon thirty (30) days written notice to
City.
5. COORDINATION OF WORK
5.1 Representative of Contractor. The following principal of Contractor is
designated as being the principal and representative of Contractor authorized to act and
make all decisions in its behalf with respect to the specified services and work: Nona
Watson, Chief Executive Officer. 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 during the term of this Agreement for directing all activities
of Contractor and devoting sufficient time to personally supervise the services under this
Agreement. The foregoing principal may not be changed by Contractor 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"). Contractor shall be responsible for keeping the
Contract Officer fully informed of the progress of the performance of the services.
Contractor 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 Contractor, its principals and
employees, were a substantial inducement for City to enter into this Agreement.
Page 4 of 11
Therefore, Contractor 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 Contractor. Neither City nor any of its employees shall
have any control over the manner, mode, or means by which Contractor, its agents or
employees, perform the services required, except as otherwise specified. Contractor
shall perform all required services as an independent contractor of City and shall not be
an employee of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role; however, City shall
have the right to review Contractor's work product, result, and advice. Contractor 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. Contractor agrees to assign the following individuals to
perform the services in this Agreement. Contractor 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 Contractor by providing written notice to Contractor.
Name: Title:
Nona Watson Chief Executive Officer
6. INSURANCE
Contractor 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.
7. INDEMNIFICATION.
7.1 Indemnification. To the fullest extent permitted by law, Contractor shall
defend (at Contractor's sole cost and expense), indemnify, protect, and hold harmless
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 (Contractor'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 Contractor, its officers,
employees, representatives, and agents, that arise out of or relate to Contractor'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
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Contractor's indemnification obligation or other liability under this Agreement.
Contractor'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
Contractor is a "design professional" under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by law, Contractor shall indemnify,
defend (at Contractor'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
(Contractor'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
Contractor, its agents, employees, or subcontractors, or arise from Contractor's
negligent, reckless or willful performance of or failure to perform any term, provision,
covenant or condition of this Agreement ("Indemnified Claims"), but Contractor'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 Contractor shall require all non-design-professional sub-
contractors, used or sub-contracted by Contractor to perform the Services or Work
required under this Agreement, to execute an Indemnification Agreement adopting the
indemnity provisions in sub-section 7.1 in favor of the Indemnified Parties. In addition,
Contractor shall require all non-design-professional sub-contractors, used or sub-
contracted by Contractor 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. Contractor 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. Contractor shall keep complete, accurate, and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this
Agreement. Contractor shall keep such books and records as shall be necessary to
properly perform the services required by this Agreement and enable the Contract
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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 Contractor in the performance of this
Agreement shall be the property of City. Contractor shall deliver all above-referenced
documents to City upon request of the Contract Officer or upon the termination of this
Agreement. Contractor 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. Contractor may retain copies of such documents for
Contractor's own use. Contractor 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 Contractor 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. Contractor shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
incurred while performing under this Agreement. Contractor 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 furnished 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
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
Contractor 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.
Page 7 of 11
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 Contractor. 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
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,
Page 8 of 11
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 Contractor: Palm Springs Chamber of Commerce
Attention: Nona Watson
190 W. Amado Road
Palm Springs, California 92262
11.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and supersedes all other written agreements.
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
Page 9 of 11
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.
[ SIGNATURES ON NEXT PAGE]
Page 10 of 11
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
dates stated below.
"CITY"
City of Palm Springs
Date: By:
David H. Ready, PhD
City Manager
APPROVED AS TO FORM: ATTEST
By: By:
Edward Z. Kotkin, Anthony Mejia
City Attorney City Clerk
"CONTRACTOR"
Palm Springs Chamber of Commerce
Date: By :
Nona Watson
Chief Executive Officer
Date:
Board Member
Page 11 of 11
I
CALIFORNIA ALL- PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of that document.
State of California }
County of }
On before me,
t n nun wnc e n
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s)whose
name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in hislher/their authorized capacity(ies), and that by
his/heritheir signature(s)on the instrument the person(s), or the entity upon behalf of
which the person(s)acted,executed the Instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal-
Notary tary u is Signaboe Prudery Puealc Sean
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EXHIBIT "A"
SCOPE OF SERVICES
Including,
Schedule of Fees
And
Schedule of Performance
Task 1: Program Administration
General Management
Contractor shall provide all required management and administration services required
to implement the Program on an annual basis. To that end, the City sets forth an
expectation that the Program will be administered by Contractor in a similar fashion as
the Hollywood Walk of Fame is administered by the Hollywood Chamber of Commerce.
Contractor shall establish such application forms, documents, and processes as
deemed reasonably necessary to administer the Program, including implementation
through social networks, websites and other platforms. Contractor shall coordinate with
the City's Public Information Officer or such other staff as may be required to market the
Program to the general public. Contractor shall be responsible to coordinate and
provide all services necessary to develop and implement the Program.
Advisory Committee
Contractor shall establish an Advisory Committee to accept and review nominations of
honorees to the Program, who will receive recognition through the installation of a "Star"
within the City's public sidewalk, or on private property with the written approval of the
property owner, at locations recommended by the Contractor and approved by the City.
Contractor shall be responsible for administering to the Advisory Committee as required
to ensure the Advisory Committee is fully engaged and empowered to solicit, receive,
review, and approve nominations of honorees to the Program. All nominees to the
Program shall comply with criteria established by the City, as may be revised from time
to time. The currently approved criteria is included as Attachment 1 to this Exhibit "A",
and shall not be changed without the written approval of the City. Contractor shall
ensure that the Advisory Committee applies the City's approved criteria, and no other
criteria, in evaluating nominees to the Program. Contractor shall convene meetings of
the Advisory Committee at least twice annually, or at such other times as deemed
necessary by Contractor or City.
City Oversight
Oversight of the Program shall be provided by City through its City Council
Subcommittee appointed by the City Council for the Program, (the "City Council
Subcommittee"). Contractor shall meet with the City Council Subcommittee and
appropriate City staff as reasonably necessary to review and discuss Contractor's
administration of the Program. All management, administration, and implementation of
the Program is subject to the review and approval of the City Council Subcommittee,
under such regulations as the City Council Subcommittee may determine from time to
time.
Exhibit A— Page 1
Star Honorees
Contractor shall endeavor to process a minimum of six (6) to a maximum of twelve (12)
new honorees to the Program, through installation of a "Star" and Dedication Ceremony
for each honoree, on an annual basis. The City reserves the right to adjust the number
of required new honorees as it may require from time to time, in consultation with
Contractor.
The City hereby establishes a fee of Fifteen Thousand Dollars ($15,000) as the cost to
be included as an honoree to the Program, (the "Fee"). The City reserves the right to
adjust the Fee as it may require from time to time, in consultation with Contractor.
Corporate Honorees
City hereby establishes a new corporate honoree to the Program, in consultation with
the Consultant a process and criteria for evaluating corporate nominees shall be
established. All corporate honorees shall require City Council approval. The Parties
shall determine the frequency of Contractor's approval of corporate honorees. The City.
hereby establishes a fee of One Hundred Thousand Dollars ($100,000) as the cost to
be included as a corporate honoree to the Program, (the "Corporate Fee"). The City
reserves the right to adjust the Corporate Fee as it may require from time to time, in
consultation with Contractor.
Donor/Contributor Releases
Contractor shall obtain a written waiver and release from all donors or contributors
paying the Fee or Corporate Fee, thereby waiving and releasing all rights, title, and
interest to a "Star" for which they are paying the Fee or Corporate Fee. Contractor and
City shall develop the waiver and release form to be used for this purpose.
City Ownership of Stars
Contractor acknowledges and understands that, during the term of this Agreement, City
shall remain the sole owner of all of the Stars which are part of the Program as of the
date of this Agreement, and that, during the term of this Agreement, City shall be the
sole owner of all additional Stars which are added to the Program. City does not grant to
Contractor any license or ownership rights to the Stars or the Program.
Exhibit A— Page 2
Task 2: Program Implementation
General Implementation
Contractor shall be responsible for coordinating all activities related to installation of
"Stars" and Dedication Ceremonies for new honorees to the Program as further
identified herein. By this Agreement, City hereby grants to Contractor, its employees,
agents and guests, permission to enter upon and use such portions of the City's public
rights-of-way where installation of "Stars" will occur and Dedication Ceremonies will be
held. Contractor may propose installation of "Stars" anywhere in the City's
Uptown/Downtown District Area. At City's sole discretion, relocation of any new "Star'
may be requested by City in consultation with Contractor.
Photographic Inventory
Contractor shall develop and maintain a photographic inventory and an overall map of
the City's existing Program, and as further expanded under Contractor's administration
of the Program pursuant to this Agreement.
Star Design
For each "Star' to be installed for new honorees to the Program, Contractor shall
continue to order, furnish and install a "Star" identical to those existing as of the
effective date of this Agreement, manufactured by Hemet Valley Monuments, 506
Wellwood St., Beaumont, CA 92223, (951) 845-4627, as further described herein.
Contractor may solicit other vendors for fabrication of Stars, provided that the Star
meets the product specifications as required herein.
Each "Star" shall be a solid sand-blasted granite block, approximately thirty-six inches
(36") wide by thirty-six inches (36") long by three inches (3") thick, and shall be installed
flush with the existing sidewalk. The exposed surface of each Star shall be sand-blasted
consistent with the requirements further specified herein, and shall include a design in
the shape of a star, with a palm tree encircled inside the star; a photograph of the
design is included as Attachment 2 to this Exhibit "A". Any new "Star" shall be sand-
blasted to ensure that the surface of the "Star' has an average, dry, static coefficient
friction of at least 0.75 in accordance with applicable American Society for Testing and
Materials (ASTM) standards.
Installation on Private Property
Any "Star" installed on private property shall require prior approval by the City, subject
to Contractor's receipt of written approval from the owner(s) of the property on which the
"Star" is to be installed, on a form approved by the City Attorney, including
comprehensive liability insurance which covers such private property and lists the City,
the Palm Springs Chamber of Commerce, and the Program, as an additional insured.
Contractor and City shall develop all such forms and insurance requirements to be used
for this purpose.
Exhibit A—Page 3
Star Installation
Contractor shall be responsible for soliciting, reviewing and approving any contract for
the physical installation of a new "Star', requiring removal of existing sidewalk,
installation of the new "Star', and associated work as necessary to fully and completely
install the "Star' within the existing sidewalk. Contractor shall provide notice to City of
the firm selected by Contractor for this work, who shall be a licensed California
contractor (Class A — General, or Class C-8 — Concrete). Contractor's selected
contractor shall obtain an encroachment permit from City prior to installation of a new
"Star', with such fees to be waived by City. Contractor shall coordinate payment of any
costs associated with installation of a new "Star', with such cost to be reimbursed to
Contractor by the City on the subsequent monthly invoice submitted by Contractor.
Copies of all contracts, invoices and proof of payment shall be included with any such
invoice on which Contractor requests reimbursement for this direct cost. City anticipates
the cost for furnishing and installing a new "Star" shall not exceed $2,500. Contractor
shall advise City at any time the cost to furnish and install a new "Star' exceeds $2,500.
Dedication Ceremonies
Contractor shall be responsible for coordinating all activities associated with Dedication
Ceremonies for the installation of a new "Star' for recognized honorees to the Program,
including set up and take down (loadfunload) of audio or visual equipment, seating and
chairs, preparation and framing of any proclamation, entertainment, flowers, pins,
plaques, and other items reasonably required for the Dedication Ceremony. Contractor
shall coordinate payment of any costs associated with Dedication Ceremonies, with
such cost to be reimbursed to Contractor by the City on the subsequent monthly invoice
submitted by Contractor. Copies of all contracts, invoices and proof of payment shall be
included with any such invoice on which Contractor requests reimbursement for this
direct cost. City anticipates the cost for planning and holding Dedication Ceremonies
shall not exceed $500. Contractor shall advise City at any time the cost for Dedication
Ceremonies exceeds $500.
Exhibit A— Page 4
Program Costs and Fees
City shall compensate Contractor a fixed management fee of $2,500 per month, paid in
monthly installments, not to exceed $30,000 annually, as compensation for all
management services associated with administering the Program.
City shall reimburse Contractor all direct costs incurred with implementation of the
Program related to the furnishing and installation of a new "Star", and with the planning
and execution of a Dedication Ceremony for an honoree to the Program. Contractor
shall endeavor to ensure that its total direct costs associated with any new honoree do
not exceed $3,000.
In its approval of any new honoree to the Program, Contractor shall coordinate payment
of the Fee or Corporate Fee pursuant to the Program, with such payment made payable
to the City of Palm Springs. City shall receive all such revenue generated by the
Program through payment of the Fee or Corporate Fee. Pursuant to this Agreement,
Contractor shall receive no benefit or payment associated with the Fee or Corporate
Fee, other than payment of the fixed management fee and reimbursement of direct
costs as specified herein.
City Program Responsibilities
City shall be solely responsible for maintenance of the Stars, including removal and
replacement as may be required. Contractor shall identify any existing Stars that require
removal and replacement, and provide notification to City.
City shall be responsible for annual testing of the Stars to ensure the surface of the
Stars has an average, dry, static coefficient friction of at least 0.75 in accordance with
applicable American Society for Testing and Materials (ASTM) standards. City shall be
responsible for repairing any Stars that fail the ASTM test with regard to the static
coefficient of friction.
Start Up Fees/Costs
City acknowledges that it shall provide Contractor funding for acquisition of certain
materials and supplies directly related to the Dedication Ceremonies; for development
of a website for the Program; and for development of an application for use by the
public in marketing the Program. The Parties shall mutually agree on the list of
materials, supplies, and items related to Contractor's initiation of the Program and a
budget therefore, which shall be negotiated separately from this Agreement.
Exhibit A—Page 5
Attachment 1 to Exhibit "A"
SELECTION CRITERIA FOR PROGRAM HONOREES
Humanitarian: A Meritorious Star will be considered for applicants who have greatly
distinguished themselves with altruistic deeds and significant contributions to their city,
state & country. The honoree should have received national or international recognition
in the form of honors or awards. The honoree should be widely known by the general
public to have helped alter the lives of people locally or internationally, or have had a
significant positive effect on mankind, or the health and well-being within the
community.
Examples: Jackie Lee Houston, Harold Matzner
Entertainment: Show business people who have distinguished themselves as actors,
producers, directors, playwrights, cinematographers, musicians, either on Stage, Radio,
Film, and/or Television, as well as people who have otherwise become prominent in the
field of Entertainment. Each applicant in the field of entertainment should have been
recognized by their peers, received significant honors and awards for their
achievements, and be known or recognized internationally in their industry.
Examples: Frank Sinatra, Trini Lopez, Sophia Loren, Marilyn Monroe, Elvis Presley
Civic/Pioneer: A Meritorious Star will be considered for community members who have
been prominently and historically linked to the development of Palm Springs such as
early settlers, tribal members, and civic personalities with significant achievement who
have distinguished themselves in the service of the community. Elected City of Palm
Springs officials must be out of office one year to be eligible for nomination and must
meet the criteria.
Examples: Richard Milanovich, Frank Bogart, Nellie Coffman
Architect/Artist: Those leaders in the field of architecture and art who have helped
shape the look and feel and character of Palm Springs on a national or international
level, and whose works have been recognized on a national or international level. The
nominee must have contributed to creatingthe unique style that Palm Springs is known
q Y
for internationally.
Sports Star: A star will be considered to those who have had a high level of success in
the field of sports and have been recognized by peers in their field. They must have
been honored on a national or international level and received awards and honors from
their peers for their achievements.
Examples: Timothy Bradley Jr, Arnold Palmer
Attachment 1 - Exhibit A
Military: A star will be considered for those nominees who have had a distinguished
career in the military. The nominee must have achieved Flag or General Rank in one of
the United States Armed Services. They should also have received significant personal
recognition for their military accomplishments and be the recipient of a Congressional
Medal of Honor; the Army Distinguished Service Cross; the Navy Cross; the Air Force
Cross; Defense Distinguished Service Medal; and/or The Silver Star.
Examples: General Patton, General/President Eisenhower
Literary: A star will be considered for authors, playwrights, screen writers or persons
who penned literary works of considerable distinction, including those who have
achieved national or international recognition in the field of writing with awards or
special merits. A nominee should be recognized by their peers in their field and must
have received awards for their achievements in the category selected for the application
submitted.
Examples: Daryl Ponicsan, Truman Capote.
Special Category
Corporate Sponsorship Star: $100,000
All Corporate Sponsorships must be approved by City Council.
Attachment 1 - Exhibit A
Attachment 2 to Exhibit "A"
PHOTOGRAPHIC EXAMPLE OF STAR TO BE USED IN THE PROGRAM
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Attachment 2 - Exhibit A
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)
Exhibit B
INSURANCE
1. Procurement and Maintenance of Insurance. Contractor shall
procure and maintain public liability and property damage insurance against all claims
for injuries against persons or damages to property resulting from Contractor's
performance under this Agreement. Contractor 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. Contractor shall also carry workers'
compensation insurance in accordance with California workers' compensation laws.
Such insurance shall be kept in full force and effect during the term of this Agreement,
including any extensions. Such insurance shall not be cancelable without thirty (30)
days advance written notice to City of any proposed cancellation. Certificates of
insurance evidencing the foregoing and designating the City, its elected officials,
officers, employees, agents, and volunteers as additional named insureds by original
endorsement shall be delivered to and approved by City prior to commencement of
services. The procuring of such insurance and the delivery of policies, certificates, and
endorsements evidencing the same shall not be construed as a limitation of
Contractor'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
X 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 Contractor has no employees,
Contractor shall complete the City's Request for Waiver of Workers' Compensation
Insurance Requirement form.
3. Primary Insurance. For any claims related to this Agreement,
Contractor'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,
Exhibit B
employees, agents, and volunteers shall be in excess of Contractor'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 Contractor provides claims made professional liability insurance,
Contractor 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
Contractor'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 Contractor's services under this Agreement.
Contractor 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 VII, or better, unless otherwise acceptable to the City.
6. Verification of Coverage. Contractor 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 Contractor's insurers to provide
complete, certified copies of all required insurance policies at any time. Additional
insured endorsements are not required for Errors and Omissions and Workers'
Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General
and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an
acceptable Certificate of Liability Insurance Coverage with an approved Additional
Insured Endorsement with the following endorsements stated on the certificate:
1. "The City of Palm Springs, its officials, employees, and agents are named
as an additional insured..." ("as respects City of Palm Springs Contract No. "or "for
any and all work performed with the City"may be included in this statement).
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the City may have..." ("as respects City of Palm Springs Contract No._" or
"for any and all work performed with the City' may be included in this statement).
3. "Should any of the above described policies be canceled before the
expiration date thereof, the issuing company will mail 30 days written notice to the
Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail
Exhibit B
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 Contractor'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)
Contractor 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. Contractor guarantees payment of all deductibles and self-insured
retentions.
a. 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.
Exhibit B