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HomeMy WebLinkAbout05534 - PALM SPRINGS WALK OF STARS EVENT PROMOTION AGR 711 I�' I File Edit Generate Letters Transactions Reports Maintenance Quit ........... ions. Reports r Gen.Letters Transa Mail Help zxft Prc,5ron, ............. Dorument U: A5534 Gruup: jAorvisTFzPTlON DOCmileril Description: jEvent spmsh?rsh!p-Star!Fair Dec 7-9,2007 Financials Approvall)ate: FOOASM07 Expire.Date:E2��:0�20_U_ Closed", e; II Owed: 25.000.00 Corl Palm Spl furls Walk of Sirlrs XReT. TROY 15UTZLAFF (760)32 1p -3.8202 ,id: 0.00 Contact: ph: Exl; Address: Bill, 525,000.00 F Addresl F_ City. St:F Zip: F_ Country. F= email: Service: In File Insurance Status: lCeffificite and Policies are OK Dutument Tracking Itcm% (Obi click heading to Sort) Nts Ttkmi Me Code Item, I E)UeBy CDmPletPdj Arnt Added Arrit ❑ 0911 MOM Y kdh not more than $25k CM may auth if I f �11 0 1f 25,000.00 0 00 i�Ogfl 312007 kdh st�dtoMarilynnlH IN FILE t7 —— --------- - __j AGREEMENT FOR EVENT PROMOTION This Agreement verned by the laws of the State of California is made and entered into this day of 2007, by and between the City of Palm Springs, a municipal corpo atiioon� hereinafter called "City," and Palm Springs Walk of Stars, a California nonprofit public benefit corporation, 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 organization for the purpose of providing cultural and promotional events and/or activities that generally benefit the community; WHEREAS, Promoter plans to produce the Palm Springs Walk of Stars classic film festival known as "StarFair" as described herein (hereinafter called "Event"); 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; WHEREAS, Promoter needs financial assistance to produce this Event and has requested City sponsorship; WHEREAS, the City Council has determined that sponsorship of this Event would be of public benefit. NOW, THEREFORE, IT IS AGREED AS FOLLOWS. 1. EVENT DATE AND LOCATION 1.1 Promoter shall organize, manage and produce the Event as generally described in Exhibit "A" attached hereto and incorporated herein by this reference. 1.2 The Event shall be held on December 7, 8 and 9, 2007 at the Palm Springs Convention Center. 2, PLATINUM SPONSOR The parties hereby agree that the City shall be named a Platinum Sponsor of the Event. No other municipal agency sponsor shall appear in the title of the Event sponsored under this Agreement. 2.1 The City shall be positioned as Platinum Sponsor in all advertising. Examples of advertising include, but are not limited to: a. Program — City shall receive space to place one (1) full-page four-color advertisement on the inside front the Promoter's official program for marketing and promotion purposes. In addition, City shall receive space to place one (1) "Welcome Lettern from the Mayor within the Official Program. b. Newspaper/Radio/Television advertising — City shall be mentioned as Platinum Sponsor in all newspaper ads, radio spots and television ads relating to the Event. 2.2 The City shall be recognized as the Platinum Sponsor at or near the entrance(s) of the primary venue site. 2.3 Promoter shall provide City twenty (20) screening passes allowing access to all film screenings and seminars as the parties agree is necessary in order for City to fully enjoy its benefits. 2.4 Promoter shall provide two tables accommodating 10 seats each at the Event. Each table will be provided with one hzr4beek copy of StarWalk for autograph purposes. ,{ 2.5 Promoter shall provide a special screening of the classic film Palm Springs Weekend on Friday, December 7. Palm Springs residents shall be offered tickets for this screening at half the regular admission price ($15.00). 2.6 The City shall be identified on a credit line prominently presented on the Promoter's website page which features exhibit information. There shall be a hyperlink from the Promoter's web site to the City's web site at www.pal msprings-ca.aov. The parties agree that said link may be "Framed" whereby material or pages from the linked web site appear in a frame an 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. SPONSORSHIP TERMS FOR THE CITY 3.1 To produce the Event, the City shall provide Promoter with up to Twenty Five Thousand Dollars ($25,000) for promotion and production of the Event. The City shall appropriate funds upon execution of said Agreement unless otherwise changed by the City. 3.2 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 December 30, 2007. City shall have no obligation to make the payment to Promoter due December 30, 2007 if the Event is not held on the date(s) specified in Section 1.2. 3.2 Promoter shall be responsible for raising all funds necessary to produce the Event in excess of the City's contribution of Twenty Five Thousand Dollars ($25,000). 4. PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER As the producer of the Event, Promoter shall provide promotion and production services, including, but not limited to, the following and shall accept all financial responsibility for such services: 4.1 Securing the necessary venues for the Event and related activities and other possible special attractions as approved by City. 4.2 Developing and submitting a schedule of films and related activities for the Event at least twenty (20) days prior to Event to the City's representative. 4.3 Contracting and paying for all service vendors, venue rental costs and technical support. 4A 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. Preparing press releases and marketing materials to promote the Event. City logo to be included in all printed promotional materials. c. Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. d. Coordinating with the Palm Springs Bureau of Tourism to promote Event. e. Promoting Event through personal appearances and/or the distribution of collateral materials. 4.7 Promoter shall 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. 6. DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY 5.1 City shall make a concerted effort to promote the Event on the City's government access channel and other advertising and marketing vehicles as deemed appropriate. 6. TERM OF AGREEMENT 6.1 AGREEMENT PERIOD. The effective date of this Agreement shall be December 1 through December 31, 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. 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. 6.4 REIMBURSEMENT. All amounts paid to Promoter or costs incurred by City in excess of the amount specified in Section 6.1 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 b01 (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. GENERAL 7.1 INDEMNITY. Promoter shall indemnify and save harmless the 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 performance 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 obligations 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 officers or agents, of articles or services to be supplied in the performance of this Agreement. 7.2 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 showing the City as an additional insured in a policy or policies issued by a company approved by the Risk Manager for the City, with coverage and limits of insurance acceptable to the Risk Manager, not subject to cancellation except upon thirty (30) days' written notice to the City_ 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 WALK OF STARS Robert Alexander, President P.O. Box 1156 Palm Springs, CA 92263 Tel: (760) 416-5811 - FAX (760) 320-3129 CITY: CITY OF PALM SPRINGS David H. Ready, City Manager P.O. Box 2743 Palm Springs, CA 92262 Tel: (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 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. 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 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. 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] Not To Exceed Without The Exp ss liar,gtten Authorization Of 7hp, City IN WITNESS WHEREOF, the parties have executed and entermothis Agreement as of the date first written above - --- CITY OF PALM SPRINGS - - pityTEle'r�k : a municipal corporation City Manager APPROVED By CITY MANAGER CONTRACTOR: Check one:_Individual_Partnership_Corporation r--ti `C By: ( NN By. 'Ll)l��l Si�nature not Sig rized) natu�r"e )notarised) Name: rtle' f�-E � \ rile: \, C•Vr�i�GtY (This Agreement must be signed in the above space by Ibis 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 ofL-�ic z. /d,� = State of C �L(i_ r7r}'u2 County of ,_'pr- n�.'6 =ass County of ss On Z�-(,151, .2L190y'`` before7 me, On before / • 1 personally appeared perso all / appeared personally /J.7 '/�/iU/�/• /G,�e�r�/tt'-- personally known to me (or proved to me on the basis of satisfactory k own to me (or proved to me on the basis of satisfactory evidence)to be the peraogWwhose name•W is/nresubseribed evidence)to be the pemon(s)whose name(s)is/are subscribed to the 'within instnuent and acknowledged to me that to the within instrument and acknowledged to me that hSjs1W/they executed the same in bis/1�r'/lhe*r authorized he/she/they executed the same in his/her/their authorized capacityfW, and that by hisLher/t)teir-signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person,or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the persoo)mcted,executed the instrument. person(s)acted,executed the instrument. WrtNFS`S my hand and official seal. WITNESS my hand and official seal- / /J � Notary \ , Notary Signature: - �-��i.�7F•r!� . •_- r--�- r' Notary Seal: Notary Seal: 4 PO a," MTNTINER Cm1MtIN"0 18,O" ComrtYrl*163aW6 N*W haft-Ca omia NCWty title-CWft tb RIrM . - qi 6 ovem �cow* NNCarob.6VWJW7.101 My Comm, Jon7,701 VFW �r• Tiller Exhibit "A" SCOPE OF SERVICES Palm Springs Walk of Stars shall organize, manage, and produce the Palm Springs Classic Film Festival for the City of Palm Springs from December 7 through December 9, 2007 during the term of this Agreement. Production of the Event will include, but is not limited to, the following: 1. Promoter shall be responsible for organizing, planning, managing, coordinating, staging and otherwise producing the Event at the Palm Springs Convention Center. 2. Promoter shall be responsible for developing the schedule of classic films and related activities. 3. All Event entrants will enter through the Convention Center. Admission prices will be Thirty Dollars ($30) per day or Fifty Dollars ($50) per weekend. Palm Springs residents will be offered a fifty percent (50%) discount on admission for the Friday evening screening of Palm Springs Weekend at the cost of Fifteen Dollars ($15) per person. 4. All vendors shall be required to have the appropriate City business licenses as determined by the City. 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 ten (10) working days prior to the Event.