HomeMy WebLinkAbout05796 - DESERT CLASSIC CONCOURS D'ELEGANCE EVENT MARCH 1, 2009 AGREEMENT FOR EVENT PROMOTION
Desert Classic Contours D'Elegance
This Agreement goveped by the laws of the State of California is made and
entered into this day of , 2009 by and between the City of Palm Springs,
a municipal corporation, hereinafte ailed "'CITY" and the Desert Classic Contours
D'Elegance, a California Non-Profit o poration, hereinafter called "PROMOTER".
RECITALS
WHEREAS, the CITY COUNCIL recognizes the intrinsic value of cultural,
promotional and educational events and the role they play in enhancing and expanding
the economic vitality and image of the CITY;
WHEREAS, the City Council provides funding assistance to eligible
organizations for the purpose of promoting cultural, promotional and educational events
and/or activities that generally benefit the community;
WHEREAS, Promoter is hosting the 2nd Annual Desert Classic Contours
D'Elegance planning at the O'Donnell Golf Course as described herein (hereinafter
"EVENT");
WHEREAS, the EVENT, which will showcase rare and exotic cars from around
the world will be held in Palm Springs on March 1, 2009;
WHEREAS, PROMOTER needs financial assistance to produce this EVENT and
has requested CITY sponsorship;
WHEREAS, the CITY COUNCIL has determined that this EVENT will generate
economic benefit and name recognition for the CITY;
WHEREAS, the CITY COUNCIL does hereby find that sponsorship of this EVENT
would be of public benefit.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS;
1.0 EVENT DESCRIPTION, DATE AND LOCATION
1.1 PROMOTER shall organize, manage and produce the EVENT as generally
described in Exhibit "A" and attached hereto and incorporated herein by this
reference.
1.2 The EVENT shall be held on Sunday, March 1, 2009 at the O'Donnell
Golf Course in Palm Springs. In no event shall alternate dates be set without the
express written approval of CITY.
2.0 CREDIT LINE
2.1 The City shall be recognized as the exclusive "Presenting Sponsor" in all
advertising related to the EVENT. No other municipal or government agency sponsor
shall appear in the title or promotional materials of the Event. For promotional purposes
the EVENT shall include the following credit line in all paid media (advertising),
publications, and onsite signage: "Presented by the City of Palm Springs."
3.0 SPONSORSHIP TERMS FOR THE CITY
3.1.1 To produce the EVENT, the CITY will provide PROMOTER with Ten
Thousand Dollar ($10,000) cash sponsorship (herein "Contract Sum"). The City
shall disburse funds upon execution of said agreement unless otherwise changed by
the City. PROMOTER is responsible for raising all funds necessary to produce the
EVENT in excess of the City' s Contract Sum.
3.1 .2 Provided PROMOTER is not in default under this Agreement, the
Contract Sum shall be paid as follows: (i) $5,000 at such time as this Agreement
has been fully executed by both parties; (ii) the sum of $5,000 on or before
March 1 , 2009. City shall have no obligation to make the payment to Promoter
due March 1 , 2009 if the EVENT is not held on the date specified in Section 1 .2.
3.2 The Promoter shall provide City Twenty (20) general admission tickets,
twelve (12) VIP Reception Passes.
3.3 The City shall be positioned as the Presenting Sponsor in all advertising.
Examples of advertising include, but are not limited to:
3.3.1 Program — City shall receive space to place one (1) full-page
advertisement in the EVENT's official program for marketing and promotion
purposes, or City shall receive space to place one (1) "Welcome Letter" from the
Mayor and City Council within the Official Program.
3.3.2 Collateral Materials — City shall be prominently position and named
as a Major Sponsor in any additional printed materials that are created to
promote EVENT.
3.4 The City shall be identified as the Presenting Sponsor of the EVENT on
the Promoter's website page at www.desertconcours.com for a term of no less than
ninety (90) days. There shall be a hyperlink from the Promoter's web site to the City's
web site at www. alms rin s-ca. ov. The parties agree that said link may be "Framed"
whereby material or pages from the linked web site appear in a frame on the site which
creates the link. The parties expressly recognize their individual obligations and
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responsibilities for the content, quality, accuracy or completeness of materials
contained on their respective web sites and agree to hold each other harmless from any
special, indirect, incidental or consequential damages that may arise from the use of, or
the inability to use, the respective sites and/or the materials contained on either site
whether the materials contained on the site are provided by the City or the Promoter.
3.5 PROMOTER will provide a post EVENT report to the CITY's
representative sixty (60) days following the close of the EVENT. At a minimum, this
report should include, but is not limited to the number of attendees, publicity received
and final costs to produce EVENT.
4.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER
As the producer of the EVENT, PROMOTER will provide production services
including but not limited to the following and will accept all financial responsibility for such
services:
4.1.1 Securing the necessary venues for the EVENT.
4.1.2 Contracting and paying for all service vendors and technical support
including, but not limited to sound, including a public address system, lighting,
catering, and security services at related activities for the EVENT. PROMOTER
will pay costs for any City services such as Police staffing, traffic maintenance.
4.1.3 Recruitment, coordination and supervision of volunteers and all their
activities.
4.1.4 Obtain certificates of insurance and liability release forms from all
volunteers and vendors participating in EVENT.
4.1.5 PROMOTER shall be responsible for all promotional activities related to
the EVENT, including:
a) Arranging and buying advertising space in local newspapers and other
publications to promote the EVENT and the CITY.
b) Preparing press releases and marketing materials to promote the EVENT.
c) Coordinating local and regional public relations including the distribution of
press materials to entertainment and travel writers.
d) Coordinating with the CITY's Bureau of Tourism to promote EVENT if
deemed appropriate.
e) Promoting EVENT through personal appearances and/or the distribution of
collateral materials.
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4.2 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY
4.2.1 City shall make a good faith effort to promote the EVENT on the City's
government access channel and other advertising and marketing vehicles as the
City Manager deems appropriate.
5.0 TERM OF AGREEMENT
5.1 AGREEMENT PERIOD, The effective date of this Agreement shall be
February 1, 2009 through March 30, 2009. Any covenant, term or provision of this
Agreement which in order to be effective must survive the termination of this Agreement
shall survive any such termination.
5.2 BREACH OF AGREEMENT_ Any material deviation by PROMOTER for
any reason from the requirements hereof, or from any other provision of this Agreement,
shall constitute a breach of this agreement and may be cause for termination at the
election of CITY. CITY may terminate this Agreement, for cause, by giving ten (10) days'
notice to PROMOTER. In the event of termination by whatever means, CITY shall have
the option to direct PROMOTER's actions with respect to access to materials or assigning
any rights, such as name, lists, speaker contracts to CITY or its designee. CITY reserves
the right to waive any and all breaches of this Agreement, and any such waiver shall not
be deemed a waiver of all previous or subsequent breaches. In the event CITY chooses
to waive a particular breach of this Agreement, it may condition same on payment by
PROMOTER of actual damages occasioned by such breach of Agreement and shall
make every effort to resolve the same quickly and amicably.
5.3 AGREEMENT TERMINATION. In the event PROMOTER is unable to fulfill
its responsibilities under this Agreement for any reason whatsoever, including
circumstances beyond its control, CITY may terminate this Agreement in whole or in part
in the same manner as for breach hereof and be entitled to the same rights on
termination.
5.4 REIMBURSEMENT. All amounts paid to PROMOTER pursuant to this
Agreement shall be subject to reimbursement upon the occurrence of any of the
following events:
(a) The dissolution of PROMOTER; or
(b) PROMOTER terminates or attempts to terminate this Agreement for any
reason other than City's failure to make payments as provided hereunder;
or
(c) PROMOTER fails to fulfill the responsibilities, duties, and obligations set
forth herein,
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6.0 INSURANCE, INDEMNIFICATION AND BONDS
6.1 INSURANCE. PROMOTER shall procure and maintain, at its sole cost
and expense, in a form and content satisfactory to City, during the entire term of
this Agreement including any extension thereof, policies of insurance as set forth in
Exhibit "B", which is attached hereto and is incorporated herein by reference.
6.2 INDEMNITY. Promoter and City agree that City, (its officers, employees
and agents) should, to the maximum extent permitted by law, be fully protected from
any loss, injury, damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs,
defense costs, court costs or any other cost arising out of or in any way related to the
performance of this agreement. Accordingly, the provisions of this indemnity provision
are intended by the parties to be interpreted and construed to provide the fullest
protection possible under the law to the City. Promoter acknowledges that City would
not permit the EVENT described herein in the absence of this commitment from
Promoter to indemnify and protect City as set forth here.
To the full extent permitted by law, Promoter shall defend, indemnify and hold harmless
City, its officers, agents, employees, and volunteers from all loss, cost, and expense
arising out of any liability or claim of liability for personal injury, bodily injury to persons,
contractual liability and damage to property sustained or claimed to have been
sustained arising out of activities of the Promoter or those of any of its officers, agents,
or employees, whether such act is authorized by this Agreement or not; and Promoter
shall pay for any and all damage to the property of the City, or loss or theft of such
property, done or caused by such persons. City assumes no responsibility whatsoever
for any property placed on the premises. Promoter further agrees to waive all rights of
subrogation against City. The provisions of this Section do not apply to any damage or
loss caused solely by the negligence of the City or any of its agents or employees.
In the event Promoter fails to obtain such indemnity obligations from others as required
here, Promoter agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns, or heirs of Promoter and shall survive the termination of this Agreement or this
section.
6.3 INSPECTION OF RECORDS, CITY shall have the right to monitor and
inspect all work or records under this Agreement.
6.3 COMPLETE AGREEMENT. This Agreement contains all the terms and
conditions agreed upon by the parties. No other understandings, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind any of
the parties hereto. This Agreement supersedes all previous agreements, if any, between
the parties.
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6.4 AMENDMENTS. Any alterations, variations, modifications or waivers of
provisions to this Agreement shall be valid only when reduced to writing duly signed and
attached to the original of this Agreement.
6.5 NOTICES. Communications among the parties hereto shall be addressed
as follows:
PROMOTER: Desert Classic Contours D'Elegeance
Paul Merrigan, President
78-366 Highway 111, #258
La Quinta, CA 92253
(760) 766-2824 CELL (925) 788-0921
CITY: CITY OF PALM SPRINGS
David H. Ready, City Manager
P.O. Box 2743
Palm Springs, CA 92262
(760) 323-8202 FAX (760) 323-8207
6.6 CITY REPRESENTATION, The City Manager and or his designee shall be
designated the "Liaison Representative of City." PROMOTER shall work closely with
the Liaison Representative of City to keep the CITY currently advised on the status of
EVENT.
6.7 COMPLIANCE WITH LAWS. PROMOTER shall comply with all applicable
federal, state, and local laws, ordinances and regulations.
6.8 STANDARD OF CARE. CITY relies upon the professional ability of
PROMOTER as a material inducement to entering into this Agreement. PROMOTER
agrees to use reasonable care and diligence in rendering services under this
Agreement. PROMOTER agrees that the acceptance of its work by CITY shall not
operate as a waiver or release of said obligation of PROMOTER. The absence,
omission, or failure to include items in this Agreement which are normally considered to
be a part of generally accepted professional procedure or which Involve professional
judgment shall not be used as a basis for submission of inadequate work or incomplete
performance.
6.9 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes
the obligation that the others 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
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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.
6.10 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement
shall be construed to create and the parties do not intend to create any rights in third
parties.
[SIGNATURE BLOCK NEXT PAGE]
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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: B �
City Clerk 0z1Z-1jg W9 C
APPR¢,VED:
By. APPROVED BY CITY MANAGER
C y A orne r:hz a� p��
nk� \OODO,
Desert
�C,,l�assic1Conco�uyrss�D�'(Ele`g/ance � �� o�e
ic
By:
(j Signature (notarized)
Name:
Title:
This Agreement must be signed in the above space by
one of the following Executive Director,Secretary, Chief
Financial Officer or any Assistant Treasurer)
State of n
Notary Signature:
County of ❑ss
Notary Seat
On before mo,
parr nally appeared ,
"personally known to me (or 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 acknowladgod to me that
he/ahelthey executed the Same In hislhorllhoir authorized
capacity(los), and that by hlslhedthair slgnature(s) on the
Instrument the person(s), or the antit9 upon behalf of which the
person(s)actod•executed the Instrument.
WITNESS my hand and offloial seal.
8 _
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above
CI OF PALM SPRINGS
ATTEST: unicipal corporation
By: By:
City Clerk City Manager
APPROVED:
V)
By:
City Attorney
Desert pllassic Concours/D'Elegance
By:
a qr�e(noth wed) \`
Name: >`.
Title: 0,
This Agreement must be signed in the above space by
one of the following: Executive Director, Secretary, Chief
Financial Officer or any Assistant Treasurer)
State of ❑ Notary signature:
County of nss
Notary Seal:
On before me,
personally appeared
personally known to me (or 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
helshelthey executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s)acted,executed the instrument.
WITNESS my hand and official seal.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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State of California 1
County of P JIi �y
On 0zkz-I before me /L
Da y �r ar r Namc acd Till 119 011lcer
personally appeared
Namebi of si,&(::)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) isles subscribed to the
within instrument and acknowledged to me that
Xshe/;bey executed the same in)ki9her tf eirauthorized
capacity(ies), and that buklfs/her/lheir signature(s) on the
NAYAN P.GWELANI Instrument the person(s), or the entity upon behalf of
L COMM.41825490 which the person(s) acted, executed the instrument.
NLRIVERSIDE
lic-Callfornla
''r�° I certi under PENALTY OF PERJURY under the laws
My i95i 87.?Ai
of the State of California that the foregoing paragraph is
true and-correct.
WITNESS my hand an fficial al.
Place Nalary Signature Scat Above Si ,+I o•+ry dbllc
OPTIONAL V If
Though the information below Is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: _ 1� y V
L Document Date:4- o�l�o C� Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: _ _ Signer's Name:
❑ Individual ❑ Individual
❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General
❑ Attorney in Fact tlm - ❑Attorney in Fact -
❑ Trustee Top of th6 horc ❑Trustee Top of thumb hGrc
❑ Guardian or Conservator ❑Guardian or Conservator
❑ Other: ❑Other:
Signer Is Representing: Signer Is Representing:
d'200]National Notary hc:ocisllon-B350 be 3oty Ave.P0 Box 2402•Chat,onh,CA 91313-2402•wrvw NalionalNataryoM Ihm 95907 Rccao+:Call Toll•Frcc bB00-8]6882]
EXHIBIT "A"
Description of Event
Desert Classic Contours D'Elegance is a one day world class exhibition, featuring the
finest examples of automobile excellence. Only cars that meet the exacting criteria of
the Selection Committee are invited to attend. The beautiful setting allows visitors to
enjoy rarely displayed automobiles, many from private collections and museums. The
event, which will be held on March 1, 2009 will feature an awards presentation
concluding with Best of Show.
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EXHIBIT "B"
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 $1 ,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 a Certificate of Insurance, endorsements, or appropriate
insurance binders evidencing the above insurance coverages and said Certificate of
Insurance, endorsements, or binders are approved by the City.
The Contractor agrees that the provisions 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.
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