HomeMy WebLinkAbout06505 - PALM SPRINGS OPERA GUILD OF THE DESERT 2014 OPERA IN THE PARK AGREEMENT FOR EVENT PROMOTION
This Agreement, governed by the laws of the State of California, is made
and entered into this 20th day of February 2014, by and between the City of
Palm Springs, a municipal corporation, hereinafter called "City," and Palm
Springs Opera Guild., a California nonprofit, hereinafter called "Promoter."
RECITALS
WHEREAS, the City Council recognizes the intrinsic value of cultural and
promotional events and the role they play in enhancing and expanding the
economic vitality and image of the City; and
WHEREAS, the City Council provides funding assistance to eligible
organizations for the purpose of providing cultural and promotional events and/or
activities that generally benefit the community; and
WHEREAS, Promoter plans to produce the Opera in the Park as
described herein (hereinafter "Event"); and
WHEREAS, Promoter is a California nonprofit public benefit corporation
authorized to engage in charitable and educational activities as well as those
activities permitted to be carried out by a corporation exempt from federal income
tax under Section 501(c)(3) of the Internal Revenue Code and under Section
170(b)(1) of the Internal Revenue Code; and
WHEREAS, Promoter requests financial assistance to produce the Event
and has requested City sponsorship; and
WHEREAS, the City Council has determined that sponsorship of the Event
would be of public benefit.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 EVENT DATE AND LOCATION
1.1 Promoter shall organize, manage, and produce the Event generally
described in Exhibit "A" and attached hereto and incorporated herein by this
reference.
1.2 Event on Sunday, April 6, 2014, in Sunrise Park.
-; III
2.0 PRESENTING SPONSOR
The parties hereby agree that the City shall be named one of the sponsors
of Opera in the Park. No other municipal agency sponsor shall appear in
the title of the Event sponsored under this Agreement or on promotional
literature advertising the Opera in the Park.
2.1 Promoter will provide City with recognition in advertising media to
include print, radio, internet and television. Promoter will provide a link on
its website (www.palmspringsoperaguild.org) to the City website. Promoter
will provide a complimentary 10' x 10' booth at the Event exposition for
informational purposes if requested by the City.
2.2 City will provide promotional assistance for the Event through the
Palm Springs Bureau of Tourism (PSBT) and through the City Events
Calendar listed on the City's website.
2.3 The City and Promoter agree that nothing in this Agreement should
be construed as establishing any joint venture or partnership arrangement
of any kind between the parties and that the debts and obligations of the
Promoter are solely the debts and obligations of the Promoter, and the
City shall not be liable for any portion of such debts and obligations.
3.0 SPONSORSHIP TERMS FOR THE CITY
3.1 As provided in Section 5.0 of this agreement, The City will be a
sponsor of the event and provide Promoter with Six Thousand Dollars
($6,000).
3.2 Promoter is responsible for raising all funds necessary to produce
the Event in excess of the City's contribution of Six Thousand Dollars
($6,000).
4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER
As the producer of the Event, Promoter will provide production services,
including, but not limited to, the following and will accept all financial
responsibility for such services:
4.1 Securing the necessary venues for the Event and related activities,
including VIP party, use of parking lots and other possible special
attractions as approved by City.
4.2 Developing and submitting a schedule and list of exhibitors and
sponsors participating in Event to City's Special Events Planning Team
(SEPT) at least ten (10) days prior to the Event.
2
4.3 Contracting and paying for all service vendors and technical
support, including, but not limited to, sound, including a public address
system, lighting, electricity, canopies, tents, bleachers, and security
services at related activities described in Section 4.1, and reimbursing City
for any expenses incurred by the City pursuant to Section 4.2.
4.4 Recruiting, coordinating, and supervising volunteers and all their
activities.
4.5 Obtaining certificates of insurance and liability release forms from all
entries, volunteers and vendors participating in Event.
4.6 Promoter shall be responsible for all promotional activities related
to the Event including:
a) Arranging and buying advertising space in local newspapers
and other publications to promote the Event and the City. Minimum
advertising for the Event shall be provided in a geographical area,
which includes the High Desert, Inland Empire (San Bernardino and
Riverside counties), San Diego County, and the Coachella Valley.
b) Providing a written notification to local residents and hotels
as directed by SEPT.
c) Preparing press releases and marketing materials to promote
the Event. City logo to be included in all printed promotional
materials.
d) Coordinating local and regional public relations, including the
distribution of press materials to entertainment and travel writers.
e) Coordinating with PSBT to promote Event.
f) Promoting Event through personal appearances and/or the
distribution of collateral materials.
4.7 Promoter will provide a post-event report summarizing the specific
revenues and expenses associated with the production of the Event. The
post-event report shall be delivered to the City's representative sixty (60)
days following the close of the Event. Final report shall be due no later
than June 6, 2014. Failure to do so will jeopardize future funding of the
Event. In addition to the above, the report shall include the following:
a) Documentation showing the economic impact the Event has
on the Transient Occupancy Tax and the sales tax for the City;
b) The post-event report shall summarize the specific revenues
and expenses or a profit-and-loss statement for the Event; and
c) Documentation showing any and all contributions made to
local charities inclusive of the amount donated and the appropriate
contact person for the agency involved.
3
5.0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY
5.1 City shall provide public service for the event, including police
services, emergency medical services, park maintenance services, and
other public services as may be deemed appropriate by SEPT to produce
the Event, as outlined in attached Exhibit "B".
5.2 City will make a concerted effort to promote the Event on the City's
government access channel and other advertising and marketing vehicles
as deemed appropriate.
5.3 City will provide police services to provide for the safe environment
for all guests.
5.4 Promoter shall be responsible for and shall pay the City for all
City costs of services.
6.0 TERM OF AGREEMENT
6.1 AGREEMENT PERIOD. The effective date of this Agreement shall
be from Saturday, April 5, through Sunday, April 6, 2014. Any covenant,
term or provision of this Agreement, which, in order to be effective must
survive the termination of this Agreement, shall survive any such
termination.
6.2 BREACH OF AGREEMENT. Any material deviation by Promoter for
any reason from the requirements hereof or from any other provision of this
Agreement shall constitute a breach of this Agreement and may be cause
for termination at the election of City. City may terminate this Agreement for
cause by giving ten (10) days' notice to Promoter. In the event of
termination by whatever means, City shall have the option to direct
Promoter's actions with respect to access to materials or assigning any
rights, such as name, lists, speaker contracts to City or its designee. City
reserves the right to waive any and all breaches of this Agreement, and any
such waiver shall not be deemed a waiver of all previous or subsequent
breaches. In the event City chooses to waive a particular breach of this
Agreement, it may condition same on payment by Promoter of actual
damages occasioned by such breach of Agreement and shall make every
effort to resolve the same quickly and amicably.
6.3 AGREEMENT TERMINATION. In the event Promoter is unable to
fulfill its responsibilities under this Agreement for any reason whatsoever,
including circumstances beyond its control, City may terminate this
Agreement in whole or in part in the same manner as for breach hereof and
be entitled to the same rights on termination.
4
6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred
by City in excess of the amount specified in Section 3.1 of this Agreement
shall be subject to reimbursement upon the occurrence of any of the
following events:
a) Promoter loses its tax-exempt status under Section 501 (c)
(4) and 170 (c) (2) of the Internal Revenue Code; or
b) The dissolution of Promoter; or
c) Promoter terminates or attempts to terminate this Agreement
for any reason other than City's failure to make payments as
provided hereunder; or
d) Promoter fails to fulfill the responsibilities, duties, and
obligations set forth herein.
7.0 GENERAL
7.1 INDEMNITY. Promoter shall indemnify and save harmless City and
its officers, agents, and employees from and, if requested, shall defend
them against any and all loss, cost, damage, injury, liability, and claims
thereof for injury to or death of a person, including employees of Promoter
or loss of or damage to property, arising directly or indirectly from
Promoter's perforrnance of this Agreement, including, but not limited to,
Promoter's use of facilities or equipment provided by City or others,
regardless of the negligence of, and regardless of whether liability without
fault is imposed or sought to be imposed on City, except to the extent that
such indemnity is void or otherwise unenforceable under applicable law in
effect on or validly retroactive to the date of this Agreement, and except
where such loss, damage, injury, liability or claim is the result of the active
negligence or willful misconduct of City and is not contributed to by any act
of or by any omission to perform some duty imposed by law or agreement
on Promoter, its subcontractors, or either's agent or employee. The
foregoing indemnity shall include, without limitation, reasonable fees of
attorneys, consultants, and experts and related costs and City's costs of
investigating any claims against the City.
In addition to Promoter's obligation to indemnify City, Promoter specifically
acknowledges and agrees that it has an immediate and independent
obligation to defend City from any claim which actually or potentially falls
within this indemnification provision, even if the allegations are or may be
groundless, false or fraudulent, which obligation arises at the time such
claim is tendered to Promoter by City and continues at all times thereafter.
Promoter shall indemnify and hold City harmless from all loss and liability,
including attorneys' fees, court costs and all other litigation expenses for
any infringement of the patent rights, copyright, trade secret or any other
proprietary right or trademark, and all other intellectual property claims of
any person or persons in consequence of the use by City, or any of its
5
officers or agents, of articles or services to be supplied in the performance
of this Agreement.
7.2 INSURANCE. Promoter will deliver to City not less than thirty (30)
days prior to the first scheduled date of the Event a Certificate of Insurance
and additional insured policy endorsements showing the City as an
additional insured in a policy or policies issued by a company approved by
the Risk Manager for the City as outlined in attached Exhibit "C".
7.3 INSPECTION OF RECORDS. City shall have the right to monitor
and inspect all work or records under this Agreement.
7.4 COMPLETE AGREEMENT. This Agreement contains all the terms
and conditions agreed upon by the parties. No other understandings, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed
to exist or to bind any of the parties hereto. This Agreement supersedes all
previous agreements, if any, between the parties.
7.5 AMENDMENTS. Any alterations, variations, modifications or waivers
of provisions to this Agreement shall be valid only when reduced to writing
duly signed and attached to the original of this Agreement.
7.6 NOTICES. Communications among the parties hereto shall be
addressed as follows:
PROMOTER: Palm Springs Opera Guild
OPERA IN THE PARK,
Terry Hendrix, President
2150 E. Tahquitz Canyon Suite 6
Palm Springs, CA 92262
(760) 325-6107
CITY: CITY OF PALM SPRINGS
David H. Ready, City Manager
P.O. Box 2743
Palm Springs, CA 92262
(760) 322-8336 FAX(760) 323-8207
7.7 CITY REPRESENTATION. Promoter shall work closely with the
City's Special Events Coordinator, who shall be designated the "Liaison
Representative of City." Promoter's principals shall provide regular
updates to the Liaison Representative of City to keep the City currently
advised on the status of the Event.
7.8 COMPLIANCE WITH LAWS. Promoter shall comply with all
applicable federal, state, and local laws, ordinances and regulations.
6
7.9 STANDARD OF CARE. City relies upon the professional ability of
Promoter as a material inducement to entering into this Agreement.
Promoter agrees to use reasonable care and diligence in rendering
services under this Agreement. Promoter agrees that the acceptance of its
work by City shall not operate as a waiver or release of said obligation of
Promoter. The absence, omission, or failure to include in this Agreement
items that are normally considered to be a part of generally accepted
professional procedure or that involve professional judgment shall not be
used as a basis for submission of inadequate work or incomplete
performance.
7.10 DEMAND FOR ASSURANCE. Each party to this Agreement
undertakes the obligation that the other's expectation of receiving due
performance will not be impaired. When reasonable grounds for insecurity
arise with respect to the performance of either party, the other may in
writing demand adequate assurance of due performance and until he/she
receives such assurance may, if commercially reasonable, suspend any
performance for which the agreed return has not been received.
"Commercially reasonable" includes not only the conduct of a party with
respect to performance under this Agreement but also conduct with
respect to other agreements with parties to this Agreement or others.
After receipt of a justified demand, failure to provide within a reasonable
time, but not exceeding ten (10) days, such assurance of due performance
as is adequate under the circumstances of the particular case is a
repudiation of this Agreement. Acceptance of any improper delivery,
service, or payment does not prejudice the aggrieved party's right to
demand adequate assurance of future performance.
7.11 THIRD PARTY BENEFICIARIES. Nothing contained in this
Agreement shall be construed to create and the parties do not intend to
create any rights in third parties.
[SIGNATURE BLOCK NEXT PAGE]
7
[SIGNATURE BLOCK NEXT PAGE]
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By a� By. i
ity Clerks z > y City Manager
AgqPPR �VB")Y CITY COU IN�nCIIL'y/r�'/
PRO OTER: Check one:_Individual_Partnership_Corporation
By: By:
` 1 !Siiiggnrat re (nottcrrized) ` cQ Signature (notarized)
Nart'fe�-�v'l�J`/ , Crime ,.71J ���' nc Name: _Egg PA) f<'- _! a,aNb E S
Title: V P Title:
(This Agreement must be signed in the above space by This Agreement must be signed in the above space by
one of the following:Chairman of the Board,President one of the following:Secretary,Chief Financial Officer or
or any Vice President) any Assistant Treasurer)
State of State of H i N -
County of WILL)"Sk'a< Bas County of \V
peh n. aot4
On �e� � before me, On deb --�i ;1O1�t before
f eNCNLL W++•.1�NL W1.� me,_13 Ytht W1 -141AL AS ,
personally_%Vkti tajtrUL.L. �M ��,�,\ appeared personally appeared
personally do le • K a GY S personally
known to me (or proved to me on the basis of satisfactory known to me (or proved to me on the basis of satisfactory
evidence)to be the person(s)•whose name(s)o subscribed evidence)to be the person(.))c hose name(1i aresubscribed
to the within instrument and acknowledged to me that to the within instrument and acknowledged to me that
re rey executed the sa e her/kheir authorized he�ey executed the same in hi�heh authorized
capacity(iae), and that by is h m eir signature(• on the capacrty(iea), and that by his�heir signature(s)-on the
instrument the person(s)7or sentity upon behalf of which the instrument the person(9)7or the entity upon behalf of which the
persons}acted,executed the instrument. person(s)acted,executed the instrument.
WITNESS my band and official seal. WITNESS my hand and official seal.
Notary Notary
Signatur ' C Signature:
Notary Seal: Notary Seal:
FLORENCE M.JENKINS
FLORENCE M. JENKINS Commission # 1960278
Commission# 1960278 Notary Public- California i
z • � Notary Public-California i Riverside County9
3
Riverside County � M Comm.Expires Nov 12.2016
My eomm.Expires Nov 12,2016
8
Exhibit "A"
SCOPE OF SERVICES
Promoter shall organize, manage, and produce the 2014 Opera in the Park scheduled
April 6, 2014. Production of the Event will include, but is not limited to, the following:
1. Promoter is responsible for organizing, planning, managing, coordinating,
staging and otherwise producing the Event on April 6, 2014 in Sunrise
Park.
2. Promoter is responsible for developing the schedule of activities, site map
and timeline to the satisfaction and requirements of SEPT.
3. Promoter is responsible for all onsite security through the use of a
qualified security company approved by the City, and all volunteer and/or
paid staff as needed to man and stage the Event as required by SEPT.
4. All electrical and lighting required to stage the Event will be the
responsibility of the Promoter.
5. All amplified sound equipment and lighting is to be directed away from all
adjacent residential and business housing.
6. All trash pickup throughout the Event site will be the responsibility of the
Promoter with support from paid city staff.
7. City will provide staff with use of city stage at expense to promoter.
8. All food vendor applications will be submitted to Riverside County
Department of Environmental Health no later than March 20, 2014. All
food vendors will be required to comply with Riverside County
Environmental Health Codes for the Event.
9. All vendors will be required to have the appropriate City business licenses
as determined through the SEPT review process. Business licenses must
be displayed on or within vendor booths throughout the Event. VillageFest
licenses are not considered acceptable as a City business license. All
vendor permits must be submitted no later than March 20, 2014.
10. City police officers shall be required at the Event site on Sunday, April 6
beginning at 11:00 a.m. until 6:00 p.m., approximately. City's Police
Department shall coordinate required staffing for the event, consisting of
marked units and foot beat officers.
11. SEPT will assign additional staffing as needed.
9
Exhibit "B"
ESTIMATE SCHEDULE OF COMPENSATION AND DESCRIPTION OF CITY
SERVICE COSTS
Saturday& Sunday April 5 & 6. 2014
Palm Springs Police Department $ 1,278.00
PSFD Deputy Fire Marshall $ 184.00
Park Maintenance Department $ 1,000.00
Park Rental $ 280.00
Public Work $ 200.00
TOTAL ESTIMATED COST: $ 2,942.00
Total Due to City: $ 2.942.00
10
Exhibit "C"
INSURANCE REQUIREMENTS
INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense,
in a form and content satisfactory to City, during the entire term of the Agreement,
including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined
single limit of at least $2,000,000 bodily injury and property damage,
including coverages for contractual liability, personal injury, independent
contractors, broad form property damage, products and completed
operations. The Commercial General Liability Insurance shall name the
City, its officers, employees and agents as additional insured.
(b) Workers' Compensation Insurance. A policy of workers' compensation
insurance in any amount which fully complies with the statutory
requirements of the State of California and which includes $1,000,000
employer's liability. The insurer shall waive all rights of subrogation and
contribution it may have against the City, its officers, employees and
agents, and their respective insurers.
(c) Business Automobile Insurance: A policy of business automobile liability
insurance written on a per occurrence basis with a single limit liability in
the amount of $1,000,000 bodily injury and property damage. The
Business Automobile Insurance shall name the City, its officers,
employees, and agents as additional insured.
No work or services under this Agreement shall commence until the Contractor
has provided the City with Certificates of Insurance, endorsements or appropriate
insurance binders evidencing the above insurance coverages and said
Certificates of Insurance, endorsements or binders are approved by the City.
The contractor agrees that the provisions of contained herein shall not be
construed as limiting in any way the extent to which the Contractor may be held
responsible for the payment of damages to any persons or property resulting
from the Contractor's activities or the activities of any person or persons for
which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance
with this Agreement the contract between the Contractor and such subcontractor
shall require the subcontractor to maintain the same policies of insurance that the
Contractor is required to maintain pursuant to this Section.
11