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- Document N: A5530 Group; J ADNIINISTRATIONDoc
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AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
This Agre ent governed by the laws of the State of California is made and
entered into this I7 day of 006rlbr 2007 by and between the City of Palm Springs,
a municipal corporation, hereinafter called "CITY" and the Desert AIDS Project, a
California Non-Profit Corporation, 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 plans to host a series of events related to the 2007 United
States Conference on AIDS as described herein (hereinafter "EVENT");
WHEREAS, the EVENT, which is the largest AIDS-related gathering in the
United States, will be held at the Palm Springs Convention Center November 7-10,
2007;
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
substantial publicity 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 from November 7-10, 2007 at the Palm Springs
Convention Center. In no event shall an alternate date or location be set without
the express written approval of CITY.
ORGU\IAL C-0
AND1CC' Gr%F-E•a CvT
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
2.0 CREDIT LINE
2.1 The City shall be recognized as the exclusive "Host City" 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
signage: "Major funding forthis Conference provided 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
Twenty Five Thousand Dollar ($25,000) 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) $20,000 at such time as -this Agreement
has been fully executed by both parties; (ii) the sum of $5,000 on or before
November 30, 2007. City shall have no obligation to make the payment to
Promoter due November 30, 2007 if the EVENT is not held on the date specified in
Section 1 .2.
3.2 The City shall receive five (5) sponsor credentials allowing access to
the EVENT as the parties agree is necessary in order for City to fully enjoy its
benefits.
3.3 The Promoter shall host a Mayors' Reception on the opening evening of
the EVENT. The Mayor's Reception shall be free and open to all conference attendees,
invited guests and other elected officials from the Coachella Valley. Promoter shall
make every effort to provide the Mayor or a designated member of the City Council an
opportunity to make a welcoming statement during the Mayors' Reception.
3.4 The Promoter shall provide a reception area, known as the POZ Lounge,
during the conference. The City shall be recognized as the sponsor of the reception
area which will feature wellness programs, including yoga classes, art therapy and
relaxation sessions, Internet access and refreshments for conference attendees.
3.5 The City shall be positioned as the Host City in all advertising. Examples
of advertising include, but are not limited to:
3.5.1 Program -- City shall receive space to place one (1) full-page
advertisement in the EVENT's official program for marketing and promotion purposes_
In addition, City shall receive space to place one (1) "Welcome Letter" from the Mayor
and City Council within the Official Program.
Final Agreement --9112/2007 Page 2 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
3.5.2 Collateral Materials — City shall be prominently position and named as a
Major Sponsor any additional printed materials that are created to promote EVENT.
3.6 The City shall be identified as the Host City on the EVENT on the
Promoter's website page at www.desertaidsproiectorg 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 wvvw.palm-sprtngs.ca.gov. 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
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.
3.7 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.
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 focal 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_
Final Agreement --9/1212007 Page 3 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
d) Coordinating with the CITY's Bureau of Tourism to promote WENT if
deemed appropriate.
e) Promoting EVENT through personal appearances and/or the distribution of
collateral materials.
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 September 12, 2007 through November 30, 2007. 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
Final Agreement --9/12/2007 Page 4 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
(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.
6.0 GENERAL.
6.1 INDEMNITY. Promoter and City agree that City, (its officers, employees
and agents) should, to the 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 the Article 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.
6.2 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
Final Agreement --9/12/2007 Page 5 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
the parties hereto. This Agreement supersedes all previous agreements, if any, between
the parties.
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 AIDS PROJECT
Peter DeMartino, Ph.D.
Public Policy Coordinator
1695 N. Sunrise Way
Palm Springs, CA 92262
(760) 323-2118 FAX (760) 325-4402
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 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
Final Agreement --9/12/2007 Page 6 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
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.
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]
Final Agreement --9/12/2007 Page 7 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above
CITY OF PALM SPRINGS
— - A a municipal corporation
City Clerk Lz�(n IV7o e7 City ager
fI�"ROVIED By CITY COUNCIL
CONTRACTOR:
M L7 o
QtN��Z�-By. APPROVEDAS TO FORM:
ature(notarized)
Name:_. RVID J�rIYlI\lYlavi � � �44:;
Title `CJle• Title:
This Agrecmenc must be signed in Lhe above space by one of
the following:h Assistant
Treasurer)
Secretary,Chief Financial /� ���
Officer or any Assistant Treasurer) � �n/ p
State nl� / % �I}
County of / �",/• f 155
on9 efercInc.
personally appuxnud ✓i
cronally known ro me (pt prvvcd to me on the basis of satisfactoryemdcnec w c dlc pceson(LI w6nc nnonto)WDX,•subscribed to the
within instmmcnt and acknowledged to vu that he/sft�/tl�ry executed
the attic m hts/hfF/dwfr authorized eapaeiry(4, and that by
his/l/i/dt"r signaturcV on the uutrunacnE du parsan(o or the
entity upon behalf of which the person(svf aerad, executed the
Inswumem.
WIT'NMS my lrand and official seal.
Notary Signature:
Notary Scal!
@ALEXANDRA CHRI57ENSEN
COMM.01596364 x
NOTARY PUBLIC•CALIFORNIA�
RIVERSIDE COUNTY
LnNK Commisstan Ex Tres AUG 19,2999
Draft Agreement --9/4/2007 Page 8 of 9
AGREEMENT FOR EVENT PROMOTION
2007 United States Conference on AIDS
EXHIBIT "A"
Description of Event
The United States Conference on AIDS is holding their 21't Annual Conference on AIDS at the
Palm Springs Convention Center, November 7-10, 2007. The United States Conference on
AIDS is the largest AIDS-related gathering in the United States with over 3,000 workers from all
fronts of the HIV/AIDS epidemic—from case managers and physicians, to public health workers
and advocates — coming together to build national support networks, exchange the latest
information and learn cutting-edge techniques to address the challenges of AIDS/HIV.
In consideration of City sponsorship, The Desert AIDS Project, which is the local organizer for
the conference, will host, on the City's behalf, an opening event featuring welcoming remarks
from the Mayor or designated City Council Member and a reception area that conference
participants can use during the conference,
Draft Agreement --9/4/2007 Page 9 of 9