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HomeMy WebLinkAbout05657 - THE UCR PALM DESERT GRADUATE CENTER EVENT PROMOTION AGREEMENT Page 1 of 1 Kathie Hart From: Barbara Roberts Sent: April 09, 2009 7:57 AM To: Kathie Hart Subject: RE: A5657-UCR Palm Desert Graduate Center(Sponsorship for UCR Arts & Letters Series) Yes, absolutely. I wonder how we missed that? Thanks Kathie, Barbara From: Kathie Hart Sent: Wednesday, April 08, 2009 6:16 PM To: Barbara Roberts Cc: Jay Thompson Subject: A5657 - UCR Palm Desert Graduate Center(Sponsorship for UCR Arts & Letters Series) Barbara: Ok to close? The event was last year in April. e44r' Kathie Hart, CMC Chief beputy City Clerk City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs,CA 92262 2� (760) 323-8206 1 A (760) 322-8332 ® Kathie.Hart@PalmSpriagsCA.gov 04/09/09 AGREEMENT FOR EVENT PROMOTION AGREEMENT FOR EVENT PROMOTION This Agreement governed by the laws of the State of California is made and en- tered into this 15� day of October, 2007 by and between the City of Palm Springs, a mu- nicipal corporation, hereinafter called "CITY" and The UCR Palm Desert Graduate Center, a California educational institution, 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; WHEREAS, the City Council provides funding assistance to eligible organiza- tions for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; WHEREAS, PROMOTER plans to produce up to (3) lectures with (1) lecture and reception using the whole Library building as part of The UCR Palm Desert Gradu- ate Center Arts & Letters Series as described herein (hereinafter "EVENT"); WHEREAS, the PROMOTER has agreed to make the CITY, through it's Public Library, the Title Sponsorfor this EVENT; WHEREAS PROMOTER is a California Nonprofit Public Benefit Corporation au- thorized to engage in charitable and education activities as well as those activities per- mitted to be carried out by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code and under Section 170(c)(2) of the Internal Revenue Code; NOW, THEREFORE, IT IS AGREED AS FOLLOWS; 1.0 EVENT DATE AND LOCATION AGREEMENT FOR EVENT PROMOTION During the Arts & Letters Series scheduled to occur February - April, 2008 the PRO- MOTER can use the whole Library space, after regular hours of business, for up to (1) lecture and reception to be scheduled by December 2007. PROMOTER shall organize, manage and produce up to (3) lectures, with (1) lec- ture and reception to be held in the Library building as generally described in Exhibit "A" and attached hereto and incorporated herein by this refer- ence. The Event shall be held on a date set by December, 2007 to occur on dates be- tween February—April, 2008. In the event of inclement weather, PRO- MOTER may request an alternate date for the Event. In no event shall an alternate date be set without the express written approval of CITY. 2.0 SPONSORSHIP TERMS FOR THE CITY 2.1 To produce the EVENT, the CITY (via the approval of the Palm Springs Library Board of Trustees will take the funds from the Palm Springs Library Trust Fund) will provide PROMOTER with Twenty Thousand Dollars ($20,000.00) cash sponsor- ship. The City shall disburse funds upon execution of said agreement unless otherwise changed by the City. 2.2 PROMOTER is responsible for raising all funds necessary to produce the EVENT in excess to the CITY's contribution of Twenty Thousand Dollars ($20,000.00). 3.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the EVENT, PROMOTER will provide production services in- cluding but not limited to the following and will accept all financial responsibility for such services, 3.1.1 Securing the necessities for the EVENT and related activities including Volunteers Pre-EVENT Orientation Meeting/Party, Participant's Pre-EVENT Meeting, Post-EVENT Sponsor Appreciation Ceremony, and other possible spe- cial attractions as approved by CITY. 3.1.3 Contracting and paying for all service vendors and technical support not already available at the Library including, but not limited to sound, including a public address system, lighting (if applicable), tables and chairs, and security services at related activities described in Section 3.1.1. 3.1.4 Recruitment, coordination and supervision of any additional volunteers and all their activities. 2 AGREEMENT FOR EVENT PROMOTION 3.1.5 Obtain certificates of insurance and liability release forms from all entries, volunteers and vendors participating in EVENT. 3.1.6 PROMOTER shall be responsible for all promotional activities related to the EVENT including: Arranging and buying advertising space in local newspapers and other publi- cations 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. Preparing press releases and marketing materials to promote the EVENT. Coordinating local and regional public relations including the distribution of press materials to entertainment and travel writers. Coordinating with the CITY's Bureau of Tourism and LIBRARY's PR depart- ment to promote EVENT . Promoting EVENT through personal appearances and/or the distribution of collateral materials. 3.1.8 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 fol- lowing the close of the EVENT. 3.2 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 3.2.1 CITY agrees to provide, at no cost to PROMOTER, access to meeting locations at the Library and associated all public services, including Public Rela- tions contact on site and other public services as may be deemed appropriate by LIBRARY PR dept., to produce EVENT. 3.2.2 CITY agrees to make available, at no cost to PROMOTER, the LIBRARY's portable stage, podium, sound system, chairs and tables. 3.2.3 The CITY will make a concerted effort to promote the EVENT on the CITY's government access channel, the LIBRARY's web site and other advertis- ing and marketing vehicles as deemed appropriate. 4.0 TERM OF AGREEMENT 4.1 AGREEMENT PERIOD. The effective date of this Agreement shall be October, 2007 through April 30, 2008. 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. 3 AGREEMENT FOR EVENT PROMOTION 4.2 BREACH OF AGREEMENT. Any material deviation by PRO- MOTER 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 termina- tion 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. 4.3 AGREEMENT TERMINATION. In the event PROMOTER is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, in- cluding 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. 4.4 REIMBURSEMENT. All amounts paid to PROMOTER pursuant to this Agreement shall be subject to reimbursement upon the occurrence of any of the follow- ing events: PROMOTER loses its tax-exempt status under Section 501 (c) (4) and 170 (c) (2) of the Internal Revenue Code; or The dissolution of PROMOTER; or PROMOTER terminates or attempts to terminate this Agreement for any reason other than City's failure to make payments as provided hereunder; or PROMOTER fails to fulfill the responsibilities, duties, and obligations set forth herein. 5.0 GENERAL 5.1 INDEMNITY. PROMOTER will indemnify, defend and hold harmless the CITY and its officers, employees and agents, of and from any and all claims arising out of or related to the PROMOTER which is the subject of this Agreement, including without limitation, claims of the follow nature: 5.1.1 Breach of Contract. 5.1.2 Tortious interference with contractual obligation. 5.1.3 Tortious interference with prospective economic advantage. 5.1.4 Service Mark or Copyright infringement and/or dilution. 4 AGREEMENT FOR EVENT PROMOTION 5.1.5 Property damage and/or loss. 5.1.6 Negligence. 5.1.7 Bodily injury. 5.1.8 Personal damage/injury (libel and slander). The parties hereto acknowledge with respect to the warranties and representations of the indemnity section of the AGREEMENT that there shall be no personal liability at- tached to or directed towards the officers, directors, employees or independent con- tractor of the corporation. Accordingly, the parties hereto agree and acknowledge that the covenants of the indemnification section of the AGREEMENT only apply to the PROMOTER. 5.2 INSURANCE. PROMOTER will deliver to the CITY not less than thirty (30) days prior to the first scheduled date of the EVENT, a certificate of insurance show- ing the CITY as an additional insured in a policy or policies issued by a company ap- proved by the Risk Manager for the CITY, with coverages and limits of insurance accept- able to the Risk Manager, not subject to cancellation except upon thirty (30) day written notice to the CITY. 5.3 INSPECTION OF RECORDS. CITY shall have the right to monitor and inspect all work or records under this Agreement. 5.4 COMPLETE AGREEMENT. This Agreement contains all the terms and conditions agreed upon by the parties_ No other understandings, oral or otherwise, re- garding 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, be- tween the parties. 5.5 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. 5.6 NOTICES. Communications among the parties hereto shall be addressed as follows: PROMOTER: The UCR Palm Desert Graduate Center Ron Willison, Senior Events Manager 75-080 Frank Sinatra Drive Palm Desert, CA 92211 760-834-0585 FAX 760-834-0796 CITY: CITY OF PALM SPRINGS Barbara Roberts, Director of Library Services Palm Springs Public Library 300 S. Sunrise Way 5 AGREEMENT FOR EVENT PROMOTION Palm Springs, CA 92262 (760) 322-8375 FAX(760) A 16-5680 5.7 CITY REPRESENTATION.PROMOTER shall work closely with the CITY's Public Library's Public Relations Manager, Julie Warren, who shall be desig- nated the "Liaison Representative of City." PROMOTER principals shall provide regu- lar updates to the Liaison Representative of City to keep the CITY currently advised on the status of the EVENT. 5.8 COMPLIANCE WITH LAWS. PROMOTER shall comply with all applica- ble federal, state, and local laws, ordinances and regulations. 5.9 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 Agree- ment. 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 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 perform- ance. 5.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes the obligation that the other's expectation of receiving due performance will not be im- paired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due perform- ance and until he/she receives such assurance may, if commercially reasonable, sus- pend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of a party with respect to per- formance 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 pro- vide 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 repu- diation 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. 5.11 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] 6 l � AGREEMENT FOR EVENT PROMOTION 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:- By: Z- Aamfe5 Thompson�s O� 2008 ' David H. Read City Clerk City Manage CONTRACTOR: Check one:—Individual—Partnership-XCorporation APPROVED By CITY MANAGER THE REGE TS OF THE UNIVERSITY OF CALIFORNIA By: i ! _ By: Signature (notarized) Signature (notarized) Name: Russell A. Lewis, Director Name: Title: Materiel Management Title: ("this Agreement must be signed in the above space by one of the This Agreement must be signed m die above space by one of the following:Chairman of the Board,President or any Vice Presi- following:Secretary,Chief Financial Officer or any Assistant dent) ➢irecror of Materiel Management Treasurer) Slate L a-�'/- _ ..w u� Stare of u� County of �( OQss � / x� County Of Qa ss OnUli. b beforeme, �f.0 LR�U Cry NU�E.���Ul��j��C On before me, personally appeared �(ss:cL�.P�'_ .G+/fq person- personally appeared person- ally known to me(ol proved To me on ilia basis of salisfaulory,evidence) ally known to me(or ptvvcd ro me on the basis of sunsfactory evidence) to be ilia pmon(s)whose names)is/are subscribed to the within mstru- to be the person(s)whose name(s) is/are subscribed to the within msn u, mein and acknowledged to me that hJshJthey ex=uted the same in his/ ment and acknowledged To me that he/she/they executed the same in his/ liar/their authorized capaciry(ies),and that by his/her/their signature(s)on her/their authorized capaciry(ies),and that by his/her/their signature(s)on ilia Insirumem the person(s),or the entity upon behalf of which the per- the mstrumcm the person(s),or the entity upon bchall of which the pcison son(s)acted,executed ilia msmymeni (s)acted,executed the mstrumenL WITNESS my hand and official seal. WITNESS my hand and official seal Notary Signature: Notary Signature: VALERIE BUCHER Notary Seal: r'•=^�, Commission 8 1543457 Notary Seal: Notary Public-California Riverside County 7