HomeMy WebLinkAbout5/3/2017 - STAFF REPORTS - 5.C. LICENSE AGREEMENT
The Palm Springs Walk of Stars
``...• THIS LICENSE AGREEMENT ("License") is made and entered into this 0day of
MC , 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:
L0 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.
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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 BID
AMOR AGREEMENT
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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 waiNing 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.
1.7 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
services 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.
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1.9 License Not Assignable. 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
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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
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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 bome 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 1st 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 terms 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.
42.2 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
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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-I028-96: 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.
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(ii) F-1677-96: This is the standard test method for portable
inclinable articulated strut slip testers (PIAST). 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 each 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 ($20,000.00) to adequately meet
the City's needs.
4.3.1 Fund Contributions. Upon the installation of each new Star, Licensee
shall deposit into the Fund the then-current portion of the total cost of each Star, as determined by the
Star Cost Breakdown in Exhibit "C," which has been allocated to the on-going maintenance, repair, and
cleaning of the Star. In addition, at all times during the term of this License, Licensee shall use its best
efforts in fund-raising to supplement the Fund. Licensee shall have the goal to therefore correct the
under-funding of the Fund within three(3) years.
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Licensee shall have the goal of making contributions of at least Fifteen Thousand Dollars
($I5,000) 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-tern
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 termination 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 fails below 0.75 for any Star, such Star shall be
sandblasted or otherwise treated to achieve a coefficient of at least 0.75, or, at the sole option of City,
shall be removed.
4.5 Damao 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 performance failure and
seek reimbursement of its costs from Licensee,or(iii) terminate the License pursuant to Section 7.3.
5.0 COORDINATION OF WORK
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
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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 $1,000,000.00 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
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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 VII 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.
6.4 Assumntion 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
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or invitees orinj
ury to or death of any other person in or about the License Area from any except
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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 Term. 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 terms ("Renewal Term")
unless City notifies Licensee in writing at least thirty (30)days prior to expiration of a term 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
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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 Termination 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 term 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
demand. The City may, upon termination of this License, procure, on terms and in the manner that it
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 (S200)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 RR orts. 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.
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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
9.1 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, CITY OF PALM SPRINGS, 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
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previous negotiations, arrangements, agreements and understandings, if any, between the parties, and
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.
9.7 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 attorney's 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 California, 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 CoEpQrate 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 Stars License Agreement - I t -
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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
ES THOMPSON p�/t
City Clerk
APPROV S TO FORM:
DOUGLAS C. HOLLAND, ESQ.
City Attorney
"LICENSEE"
THE PALM SPRINGS WALK OF STARS,
a California non-profit organization
ROBERT ALEXANDER
Authorized Agent
The Palm Springs Walk of Stars License Agreement - 12-
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EXHIBIT "A"
Star Design
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f.
HEMET VALLEY
ONUMENTS
and MEMORIAL ADVISORS 18,91 {xea'r
o'lau.inHa CA 022,1 .(BOD]n4+.3M 'raa(90)M-0604 _
'ln"eh!4 lot+ j
To Wl"In It M.o.roaeem
Re %low al used for urn Spdap Walk of Stars
Tl:e materiel isof mwal graniie.reddish in color The iLkis 36'06's3 5',
tslduhc top stne pollshod
put tap the prvem ofmBking the plea of granite look like h slar;ahan 46%
of tln polish is rowwtd in the area surrounding the star
Tuns lexcinp ahmit 6( 4 of the 36m.06'polished
Front View Side View
36't
36"
. l
3 6"
Ilenwt Valle.Ntamattetns
The Palm Springs Walk of Stars License Agreement - 13-
sx 2 �pp
5:1 34x a Yy Fr wl
skttS i4i y�j��� �
ER�o, 1 W,/l MA,�y
ft �F YfS k�.0'4 �M
t
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EXHIBIT "B"
Donor Waiver
THE PALM SPRINGS WALK OF STARS
PROGRAM
WAIVER OF DONOR
W 1.PALM SPRINGS WALK OF STARS PROGRAM Pain Spn pa,a
mrMratlan gNmn'Cornty`)entl PALM SPRINp$WALK OF STARS Memin-Ps e J
lays agmad tre[tle(:artlrapor am mist aeid sa dblisled smile Mocks M,-Stme)
in to plrbie right Of my b honor Wonenerd paamalaa associated wish Paln Spmy.
adxap nh'nIW:ITlXS However,Palm Sprily is mltpw"W wdh liability in Peawbiene and moat retain uN dgM
Imt:Rio¢�T to mquhe proper oem of fhe Sire and UN rights,require wtmg gew,nnmtlm afire
lb6a(.Plera da: Sim t—fY wdlroul mmnirg sattry N to donors.Tnemfom,Pain Spray'
mdxn,IMrsw,., aPPWM Of the Sim has been bawd on receiog:(a)An irevocaNe Uderto dedkate to
Pain Springs a e slit a Sim"WW In Ue Pslbic rigNfof way.and(b)Th,w*" I
\m.4.'M IIW,:%I waiver eM releaeofary air a dwmm or owrMWim of any iglus,title winsrael In
ac.A"n tra Sim.ll shm"be eXpre"y undergteod,hoseva,tW rm Sore am is properly d
1W E.ixrym P56VS and Ural tN Cqa Unit tra CAN to dedicate 4wceplad-
c �dAWZ.WAIVER WITH RESPECT TO MODIFICATION no
M�Rw'IV4k niw,„, REMOVAL The Donor,a aganw,has,successors ad assign Mmbywom wry
and an 1111W ads.CBMm of adjon or NNaMf in it,Star lowards waXCh also ml*kdwl
iX¢451'W:R wa-Oft-DQmM uldaSirrditlfl PEWS mQM TO Cmnty have the rigor to Ma.
9eean$do6(od mbcmtb nr rffi a ON SWretarryema,air Dorlorwarles any ad ancauasofaean,
¢n,:mlwnnl dsmsgaa,note la reGhB any rlaW and/or compalWion.or to d,,,i to tN Wamim.
,Uxi.,�4a,Mar nrNoalan,namovel or da111sclon of the Star.
111XF'l9YNn
. Ahulyx Udl 3.!5 NffICATION OF DONOR PSW9agorae W kW@ udytN dwla.
nwin..•anri+^,.°°"' as spent,INis,uratesscri arid amps against said nit hold and save teem and e,&
k6/fea 3as1 ufmarn hiamMs from.any and all emum,sups,claws.da negas to Persons;a
F.nwn'w,n yveMtn INW86Y.tcwea,mats,
R+les. par eP ebilbn iaaons,Q any aNi ii d b sin'ca,NQ#ay
nndx,,.alm un pay*g slry legal mat.aomoys d w peYng y Pa a m.arm o(bus in arising
s w
Aso p IMcorrecin wMV wmadad ors,Mwi lom; person,rnmormay erialg at of or
¢wa.ria¢N..In• w mnllBpbn usi�negfpeM ape w wmutam of PS1MS heremdm.
�aoe(lase.
wraxn, 0.WAIVER OF RIGHT TO SUE Donor,Rs nets,wcoeesamaM migm
ura...Nvbi hereby ache any right lu was PSWS or Pam Spay for onwonnaf arty wdt4n ororA
resnowni4onWith respect b ate Was a Stan Pmaan irdlding.bat not NM*W W.me
a,adx uslmx+r RMo®bb Wantsir a Maintenance Agreanmt olaept ihd oonar was not waive arty
right to wnfnnce tN nderm Nmeon wrenant of PEWS ca i and n Section 3 a cmw.
- Name of Star:
Chdn.Daw '.
Date: By:
ttiw�.ry. X. (Donor Name)
as wallas Address:
grin sp:p,cta>;a,T
Y,nlaG.i111 '
fx TiXIT,OaIh,
.:. IW ti,nwxah(wn.m r+'ly,Slate,Zip:
I
The Palm Springs Walk of Stars License Agreement - I5-
EXHIBIT "C"
Star Cost Breakdown
PALM SPRINGS WALK OF STARS EXPENSES (PAGE 1 OF 3)
PER STAR COST EXPENSE INCOME FROM
TAR 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
Pla ue $200.00
Loadin & Unloadin $100.00
harlie Chaplin $100.00
OTAL COST PER STAR $3,748.90
Based on an average of 10 stars $37,489.00 $100,00.00
Based on an average of 15 stars $56,233.50 $150,000.00
Based on an average of 20 stars $74,978.00 $200,000.0
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7'Iie 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 Alexand er-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
ITEX $11.00
TOTAL MONTHLY $3,207.99
TOTAL ANNUAL $38,495.88
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The Palm Springs Walk of Stars License Agreement - 17- r/ /
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
Accountinq $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 painting $4,000,00
Star repairs $2,400.00
Contin enc $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
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The Palm Springs Walk of Stars License Agreement - l8- /p
EXHIBIT "D"
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Selection Criteria
I EXHIBIT"B"
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 contributlons
as an anlst.
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 Busirass. Stage,Radio, Film,TV.
Persona 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 fleld 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
personalitles 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 9S.B. 05/01/2013
The Palm Springs Walk of Stars License Agreement - I9- ,q
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EXHIBIT "D"
Selection Criteria
I
' Walk of Stars'ExMbll V
May 1.2013
Page 2
G. 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 awatdees only.
9 The Palm Springs International Film Festival's Annual Special
Honoree pursuant 10 Section 3.1 of the License Agreement. i
The Palm Springs Walk of Stars License Agreement -20- ZO