HomeMy WebLinkAbout05431 - C V SPIN INC DBA TOUR DE PALM SPRINGS EVENT PROMOTION al %Ac-:431
AGREEMENT FOR EVENT PROMOTION
This Agreement, governed by the laws of the State of California, is made
and entered into this 30�h day of January, 2007, by and between the City of Palm
Springs, a municipal corporation, hereinafter called "City," and C.V. Spin, Inc.,
dba the Tour de Palm Springs, 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 Tour de Palm Springs 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.
12 Event dinner and exposition shall be held on Friday, February 9,
2007, at the Palm Springs Pavilion and the bike ride on Saturday,
February 10, 2007, on various streets within the City as described in
Exhibit "A."
2.0 PRESENTING SPONSOR
The parties hereby agree that the City shall be named one of the sponsors
or the Event. No other municipal agency sponsor shall appear in the title of
the Event sponsored under this Agreement or on promotional literature
advertising the Event.
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.tourdepalmsprings.com) 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. Promoter will provide
complimentary VIP entry to the Event for a single nine (9) -member City
team, whose members will be determined by the City.
22 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 To produce the Event, the City will provide Promoter with up to Five
Thousand Dollars ($5,000) for in-kind services for employee support
through the assistance of the City's Special Events Planning Team
(SEPT) in the planning process. The in-kind services will cover staffing
costs for City's police, fire, streets maintenance and parks maintenance
services as determined through the SEPT process. The City shall
appropriate funds upon execution of said Agreement unless otherwise
changed by the City. All amounts in excess of the City contributions will be
paid by Promoter within thirty (30) days of the Event's close and not later
than March 10, 2007.
3.2 Promoter is responsible for raising all funds necessary to produce
the Event in excess of the City's contribution of Five Thousand Dollars
($5,000) of in-kind services.
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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 SEPT at least ten (10) days prior to
the Event; coordinating Event routing, signs, delineation and staging with
SEPT and providing an accurate count to date of registered Event
participants no less than forty-eight (48) hours prior to start of bike event.
4.3 Contracting and paying for all service vendors and technical
support, including, but not limited to, sound, including a public address
system, lighting (if applicable), 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 in excess of
the City's in-kind contribution.
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 regarding the
proposed route 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
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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-five
(65) days following the close of the Event. Final report shall be due not
later than April 16, 2007. 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.
5,0 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY
5.1 City agrees to provide, at no cost to Promoter, up to Five Thousand
Dollars ($5,000) toward public service costs incurred by the City, including
police services, emergency medical services, street maintenance services,
and other public services as may be deemed appropriate by SEPT to
produce the Event.
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 travel of all
Event participants as they travel the designated route through the City. It is
the responsibility of the Promoter and Event participants to follow all traffic
laws of the City and State of California as they ride the designated routes.
Participants not following traffic laws will be cited by the City's Police
Department.
6,0 TERM OF AGREEMENT
6.1 AGREEMENT PERIOD. The effective date of this Agreement shall
be from Thursday, February 8, through Saturday, February 10, 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.
62 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
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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 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 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
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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
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, with coverage and limits of insurance
acceptable to the Risk Manager, not subject to cancellation except upon a
thirty (30) -day 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.
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7.6 NOTICES. Communications among the parties hereto shall be
addressed as follows:
PROMOTER: C.V. Spin, Inc.
TOUR DE PALM SPRINGS,
Tim Esser, Director
P.O. Box 1627
Cathedral City, CA 92235-1627
(760) 770-4626
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.
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
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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]
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IN WITNESS WHEREOF, the parties have executed and entered into this
_AFr em_ent as of the date first written above
CITY OF PALM SPRINGS
ATTEST:= _ a municipal corporation
--- _ -- ty Clerk City Manager
PROMOTER: Check one._Individual-Partnership, APPROVED BY CITY MANAGER
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Exhibit "A"
SCOPE OF SERVICES
Promoter shall organize, manage, and produce the annual Event for the City
in February of each year during the term of this Agreement. 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
February 9 through February 10, 2007, at the Palm Springs
Pavilion and upon designated streets within the City.
2. Promoter is responsible for developing the schedule of activities,
site map and travel routes, traffic delineation and signs, rest
stations, and Event IayouL to the satisfaction and requirement's
of SEPT-
3- All Event bicycle entrants will enter Palm Canyon Drive through
the main entrance at Arenas Road in downtown Palm Springs.
Promoter will provide security for all event participant vehicles
as determined by SEPT.
4. Promoter will begin Lhe setup for the dinner at Palm Springs
Pavilion no earlier than 8:00 a.m. on Friday, February 9, 2007.
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 at the Pavilion and downtown Palm Springs as required
by SEPT review-
5- All electrical and lighting required to stage the Event will be the
responsibility of the Promoter except as provided at the Palm
Springs Pavilion.
6. All amplified sound equipment and lighting is to be directed
away from all adjacent residential housing.
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7. All trash pickup throughout the Event site will be the
responsibility of the Promoter. All marking of concrete walks,
streets and parking lots shall be done with a water-soluble paint
or chalk and shall be removed by Promoter within twenty-four
(24) hours of the conclusion of the Event. Promoter will handle
all cleaning of restrooms to include ample portable toilets as
determined by SEPT except as provided by the Palm Springs
Pavilion on February 9, 2007, for the dinner event.
8. All food vendor applications will be submitted to Riverside
County Department of Environmental Health no later than
February 1 , 2007. 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 seven (7) working days
prior to the Event for non-food vendors.
10. Promoter will provide bike routes as needed and approved by
SEPT. Promoter will coordinate staging and lineup of all
participant entries, pre- and post-stage traffic delineation and
staging as approved by SEPT.
11 . Promoter will provide portable toilets in various locations at the
pre-stage area and other locations as determined by SEPT.
Promoter will be responsible for the delivery, cleaning and
pickup of portable toilets and is required to obtain permission of
the property owners for placement on private property.
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