HomeMy WebLinkAbout12/5/2012 - STAFF REPORTS - 2.R. PROFESSIONAL SERVICES AGREEMENT
MARKETING AND PROMOTION
This Agreement is entered into this 7th day of November, 2012, by and between the City
of Palm Springs, a municipal corporation and charter city ("City'), and Desert Publications, Inc., a
California corporation ("Desert Publications').
RECITALS:
A. The City requires the services of a marketing and promotion firm to provide event
marketing and promotion services for the City's 75th Anniversary Celebration during calendar
year 2013 ("Event") within the corporate limits of the City of Palm Springs, California ("City").
B. The City requires, amongst other services, marketing, promotion, sponsorship, and
fundraising support within the City and throughout the Coachella Valley and the State of
California, and coordinate programs, promotions, and marketing activities related to various
venues and events within the City as a part of the Event.
C. The City has selected Desert Publications, the publisher of "Palm Springs Life,"
based on its experience in marketing and promoting City-wide events and its knowledge of the
City market and its general qualifications and expertise.
D. Desert Publications has represented itself as appropriately qualified and
experienced to market and promote the Event and to reasonably meet the expectations of the
City.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this
Agreement, Desert Publications and the City agree as follows:
TERMS:
1. RECITALS:The recitals are true and correct and are a part of this Agreement.
2. TERM: The term of this agreement is one (1) year, which shall commence as of the date of
this Agreement.
3. SCOPE OF SERVICE: Desert Publications agrees to provide the Services as specifically
described in Attachment "A" to this Agreement ("Scope of Services'). Desert Publications
represents and warrants to City that: (i) it possesses all qualifications, licenses, and expertise
required for the performance of the Services; (ii) it is not delinquent in the payment of any sums
due City or the City, including payment of permits fees, occupational licenses, etc., nor in the
performance of any obligations to City, (iii) all personnel assigned to perform the Services are and
shall be, at all times during the term hereof, fully qualified and trained to perform the tasks
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assigned to each; and (iv) the Services will be performed in the manner and in the time period
described in Attachment "A". The parties agree that Desert Publications may perform certain
services through other firms or entities, which have been engaged by Desert Publications as
subcontractors to perform said Services. Desert Publications agrees that all additional
subcontractors shall first be approved by the City Manager of the City. Notwithstanding the City
Manager's approval rights hereunder, Desert Publications acknowledges and covenants that it
shall be responsible for all Services performed by its subcontractors to the same extent as Desert
Publications had provided said Services.
4. COMPENSATION: The total amount of compensation payable by City to Desert
Publications shall be no more than One Hundred Thousand Dollars ($100,000) for the Services.
The City shall pay Desert Publications Twenty Five Thousand Dollars ($25,000) by December 1,
2012, Twenty Five Thousand Dollars ($25,000) on March 1, 2013, Twenty Five Thousand Dollars
($25,000)on June 1, 2013, and Twenty Five Thousand Dollars ($25,000) on September 1, 2013.
5. OWNERSHIP OF EVENT: City is the owner of the Event, including without limitation the
name of the Event, any logo, trademark, or any materials, documents, or content produced or
otherwise generated by the City in conjunction with the Event.
6. AUDIT AND INSPECTION RIGHTS:
A. City may, at reasonable times, and for a period of up to three (3) years following
the date of final payment by City to Desert Publications under this Agreement, audit, or cause to
be audited, those books and records of Desert Publications which are related to Desert
Publications' performance under this Agreement. Desert Publications agrees to maintain all such
books and records at its principal place of business for a period of three (3) years after final
payment is made under this Agreement.
B. City may, at reasonable times during the term hereof, inspect Desert Publications'
facilities and perform such tests, as City deems reasonably necessary to determine whether the
goods or Services required to be provided by Desert Publications under this Agreement conform
to the terms hereof, if applicable. Desert Publications shall make available to City all reasonable
facilities and assistance to facilitate the performance of tests or inspections by City
representatives.
7. AWARD OF AGREEMENT: Desert Publications represents and warrants to City
that it has not employed or retained any person or company employed by City to solicit or secure
this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee,
commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection
with,the award of this Agreement.
8, COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: City and Desert Publications
agree to comply with and observe all applicable federal, state, and local laws, rules, regulations,
codes and ordinances, as they may be amended from time to time.
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9. INDEMNIFICATION:
A. The Desert Publications agrees to indemnify, defend and hold harmless City and its
directors, officials, employees and agents (collectively referred to as "Indemnities') and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities"), resulting from, or in
connection with (i) the performance or nonperformance of the Services contemplated by this
Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act,
omission, default or negligence (whether active or passive) of Desert Publications or its
employees, agents or subcontractors (collectively referred to as "Desert Publications"), or (ii) the
failure of the Desert Publications to comply with any of the paragraphs herein or (iii)the failure of
the Desert Publications to conform to statutes, ordinances, or other regulations or requirements
of any governmental authority, federal or state, in connection with the performance of this
Agreement. Desert Publications expressly agrees to indemnify and hold harmless the Indemnities,
or any of them, from and against all liabilities which may be asserted by an employee or former
employee of Desert Publications, or any of its subcontractors, as provided above, for which the
Desert Publications' liability to such employee or former employee would otherwise be limited to
payment under state Workers' Compensation or similar laws.
B. City agrees to indemnify, defend and hold harmless the Desert Publications and its
officials, employees and agents (collectively referred to as "Indemnities") and each of them from
and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees)
or liabilities (collectively referred to as "Liabilities"), resulting from, or in connection with (i) the
performance or non-performance of the Services contemplated by this Agreement which is or is
alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or
negligence (whether active or passive) of the City or its employees, agents or subcontractors, or
(ii)the failure of the City to comply with any of the paragraphs herein or (iii)the failure of the City
to conform to statutes, ordinances, or other regulations or requirements of any governmental
authority, federal or state, in connection with the performance of this Agreement.
10. DEFAULT: If Desert Publications fails to comply with any term or condition of the
Agreement, or fails to perform any of its obligations hereunder, then Desert Publications shall be
in default. Upon the occurrence of a default hereunder, City, in addition to all remedies available
to it by law, may immediately, upon written notice to Desert Publications, terminate this
Agreement whereupon all payments, advances, or other compensation paid by City to Desert
Publications while Desert Publications was in default shall be immediately returned to City.
Desert Publications understands and agrees that termination of this Agreement under this
section shall not release Desert Publications from any obligation accruing prior to the effective
date of termination. Should Desert Publications be unable or unwilling to commence to perform
the Services within the time provided or contemplated herein, then, in addition to the foregoing,
Desert Publications shall be liable to City for all expenses incurred by City in preparation and
negotiation of this Agreement, as well as all costs and expenses incurred by City in the re-
procurement of the Services, including consequential and incidental damages.
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11. TERMINATION AND EXTENSION:
A. City Manager shall have the right to terminate this Agreement, in the City
Manager's sole discretion, at any time, by giving written notice to Desert Publications at least ten
(10) calendar days prior to the effective date of such termination. In such event, City shall pay to
Desert Publications compensation for all Services rendered and expenses incurred by Desert
publications prior to the effective date of termination up to the total compensation amount
provided in Section 4 of this Agreement. Such payment shall be determined on the basis of the
percentage of the total work performed by the Desert Publications up to the time of termination
certified in accordance with the provisions of this Agreement. In the event partial payment has
been made for Services not performed, the Desert Publications shall return such sums to the City
within ten (10) days after receipt of written notice that said sums are due. In no event shall City
be liable to Desert Publications for any additional compensation, other than that expressly
provided in this Agreement, or for any consequential or incidental damages. City shall have the
right to terminate this Agreement, without notice or liability to Desert Publications, upon the
occurrence of an event of default hereunder. In such event, City shall not be obligated to pay
any amounts to Desert Publications and Desert Publications shall reimburse to City all
amounts received while Desert Publications was in default under this Agreement.
B. The City Manager may, in the City Manager's discretion, issue a notice to proceed
to Desert Publications at any time prior to May 1, 2013, authorizing Desert Publications to
complete and perform all Services provided in the Scope of Work as provided in Section 4 of this
Agreement.
12. INSURANCE: Desert Publications shall, at all times during the term hereof, maintain
General Liability Insurance and Professional Liability Insurance in the amount of $1,000,000.
Desert Publications shall ensure that all subcontractors retained by the Desert Publications under
this Agreement also maintain the required insurance coverage. All such insurance, including
renewals, shall be subject to the approval of City for adequacy of protection and evidence of such
coverage shall be furnished to City on Certificates of Insurance indicating such insurance to be in
force and effect and providing that it will not be canceled during the performance of the services
under this contract without thirty (30) calendar days prior written notice to City. Completed
Certificates of Insurance shall be filed with City prior to the performance of services hereunder,
provided, however, that Desert Publications shall at any time upon request file duplicate copies
of the policies of such insurance with City. If, in the judgment of City, prevailing conditions
warrant the provision by Desert Publications of additional liability insurance coverage or coverage
which is different in kind, City reserves the right to require the provision by Desert Publications of
an amount of coverage different form the amounts or kind previously required and shall afford
written notice of such change in requirements thirty (30) days prior to the date on which the
requirements shall take effect. Should the Desert Publications fail or refuse to satisfy the
requirement of changed coverage within thirty (30) days following City written notice, this
Agreement shall be considered terminated on the date the required change in policy coverage
would otherwise take effect.
13. NONDISCRIMINATION: Desert Publications represents and warrants to City that Desert
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Publications does not engage and will not engage in discriminatory practices and that there
shall be no discrimination in connection with Desert Publications' performance under this
Agreement on account of race, color, sex, sexual orientation, religion, age, handicap, marital
status or national origin. Desert Publications further covenants that no otherwise qualified
individual shall, solely by reason of his/her race, color, sex, sexual orientation, religion, age,
handicap, marital status or national origin, be excluded from participation in, be denied
services, or be subject to discrimination under any provision of this Agreement.
14. ASSIGNMENT_This Agreement shall not be assigned by Desert Publications, in whole or in
part, without the prior written consent of City Manager, which may be withheld or conditioned,
in City Manager's sole discretion.
15. NOTICES: All notices or other communications required under this Agreement shall be
in writing and shall be given by hand-delivery or by registered or certified U.S. Mail, return
receipt requested, addressed to the other party at the address indicated here in or to such
other address as a party may designate by notice given as herein provided. Notice shall be
deemed given on the day on which personally delivered; or, if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
To City: City of Palm Springs
c/o City Manager
3200 E. Tahquitz Canyon Way
P.O. Box 2743
Palm Springs, CA 92263-2743
To Desert Publications: Milton W. Jones, President
Desert Publications, Inc.
303 N. Indian Canyon Drive
Palm Springs, CA 92262
16. MISCELLANEOUS PROVISIONS:
A. This Agreement is not assignable by either Party without the prior written consent
of the other Party.
B. This Agreement, which constitutes the entire understanding between the Parties
and supersedes all prior agreements, oral or written, between the Parties with respect to the
subject matter hereof, shall be construed according to the laws of the State of California and
cannot be altered, modified or terminated except upon written consent of both Parties.
C. This Agreement shall be governed by the laws of the State of California. If legal
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action is initiated relative to this Agreement or the rights or obligations of any party hereunder,
the Parties hereto stipulate and agree that such action must be initiated, maintained and
continued in Riverside County, California, and the non-prevailing Parties in such action shall pay
reasonable attorneys' fees to the prevailing Parties, with the amount to be determined by the
court in said action. The Parties hereto shall comply with and observe, and this Agreement shall
be subject to, any and all relevant, present and future laws, statutes, regulations and ordinances
of all governmental authorities with appropriate jurisdiction. If any of the provisions of this
Agreement contravene or are invalid under any applicable laws or statute, such contravention or
invalidity shall not invalidate the entire Agreement, but it shall be construed as if not containing
the particular provision or provisions held to be invalid and any rights and obligations or City and
Desert Publications shall be construed accordingly.
D. Either party to this Agreement shall have the right to terminate this Agreement
and to seek its appropriate legal or equitable remedies upon material breach of this Agreement
by the other party provided the party alleging material breach notifies the other party by written
notice pursuant to this Agreement of the exact nature of the material breach and the other party
fails to cure said material breach within five (5) days of its receipt of said notice.
E. Headings are used herein for convenience only, and shall not be referred to in the
interpretation of this Agreement.
F. Each party represents that it has the full right, power and authority to enter into
this Agreement and to effectuate the purposes and intents thereof. Each party further represents
and warrants, respectively,that it is under no obligation or disability which would prevent it from
entering into this Agreement and fully performing all of its obligations hereunder.
G. Time is the essence of this Agreement and all of the terms, covenants and
conditions hereof.
H. This Agreement may be executed in counterparts, each of which shall be deemed
an executed original and all of which together shall constitute one and the same instrument.
I. The Parties hereto shall take any actions necessary on or after the date hereof
which may be required to effectuate the terms of this Agreement.
J. This Agreement shall be binding upon the parties hereto, their heirs, executors,
legal representatives, successors, or assigns.
K. Desert Publications has been procured and is being engaged to provide services
to City as an independent contractor, and not as an agent or employee of City.
L. Funding for this Agreement is contingent on the availability of funds and continued
authorization for program activities, and the Agreement is subject to amendment or termination
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due to lack of funds, reduction of funds and/or change in regulations, upon written notice as
provided in Section 11 A of this Agreement.
M. This instrument and its attachments constitute the sole and only agreement of the
parties relating to the subject matter hereof and correctly set forth the rights, duties, and
obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of no force or effect.
N. Any specific task related service described in Attachment "A" shall commence
upon execution of this document by both parties.
(Signatures on Following Page)
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their respective officials thereunto duly authorized, this the day and year
above written.
DESERT PUBLICATIONS, INC.
A California corporation
By:
Title:
CITY OF PALM SPRINGS
A California municipal corporation and charter city
By:
Title:
ATTEST:
City Clerk
APPROVED AS
TO LEGAL FORM:
City Attorney
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ATTACHMENT"A"
SCOPE OF SERVICES
OVERVIEW
The Parties envision a yearlong, multidimensional celebration of the City of Palm Springs'
75th anniversary, showcasing the history and culture through branded print and digital
media, including without limitation, Palm Springs Life. Desert Publications will incorporate
and promote existing city events into this campaign, and will cause all event promoters and
sponsors to apply the 75th anniversary logo to their promotional efforts, including reciprocal
website links.
EDITORIAL
Beginning in January 2013, Palm Springs Life will feature a yearlong, 12-part editorial series
commemorating 75 years of the City of Palm Springs. Each installment will focus on a specific
aspect that has made the city a legendary destination known throughout the world. Some
pieces will be timed coincide with events. For example, in January, the editorial focus will be
celebrities, coinciding with the Palm Springs International Film Festival. The length of the
editorials will be at least 8 to 16 pages in length and employ the finest experts, researchers,
writers, and photographers. A combination of archival and contemporary photography will
demonstrate the city's rich heritage and bright future. The editorial will encourage readers
to go online for a complete listing of city events in 2013. A calendar listing of city events will
be featured in the Desert Guide each month to compliment this effort.
The months and subjects will appear as follows:
(Actual and contents subject to change with
approval of the City Manager)
JANUARY: The celebrities who made us famous. From Bob Hope and Charlie Farrell to
Suzanne Somers and Barry Manilow, we show you how they lived and made Palm Springs a
playground for the stars. Plus: Sonny Bono launches the Palm Springs International Film
Festival and opens the gate for a world of stars to converge on the resort town.
FEBRUARY: How an innovative school of architects made Palm Springs the Mecca for
micicentury modern architecture. Plus:The soaring success of Modernism Week and the new
Edwards Harris Center for Architecture and Design in downtown Palm Springs
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MARCH:A look into the rich life, culture, land, and legacy of Palm Springs' first residents: the
Native American. Plus: A preview of the Festival of Native American Film &Culture
APRIL: 75 great moments that made Palm Springs shine brightly — from presidents landing
at Palm Springs International Airport to Rat Pack parties to spring break to the unveiling of
"Marilyn Forever,"signaling a new era in Palm Springs
MAY: Legendary Palm Canyon Drive: the restaurants, clubs, retailers, and entertainment that
propelled the identity of Palm Springs. Plus:The Fabulous Palm Springs Follies and the rise of
the Uptown Design District
JUNE: A slice of paradise: the natural beauty of the Indian Canyons and San Jacintos
(canyons, snow, summer, wildflowers)
JULY: Great events that shape the town — from Desert Circus to Evening Under the Stars,
including important socials, fundraising galas, and tourism magnets, such as the film festival
and Modernism Week
AUGUST: An illustrated history of Palm Springs Aerial Tramway. Plus: other Palm Springs
tourism attractions
SEPTEMBER: Palm Springs through the lens of time:a wide-spanning photo essay with rich,
thoughtful captions showcasing the lifestyle and legends that helped shape the city
OCTOBER:Trailblazers and innovators: the people behind businesses that have stood the test
of time, innovations from the design of the Avanti to Bird Corporation, and the creative
people who found their inspiration in Palm Springs
NOVEMBER: Golf, tennis, auto races, horseback riding, hiking and climbing, and other sports
and outdoor pursuits
DECEMBER: Our cultural genres: Palm Springs Fine Art Museum, Agua Caliente Cultural
Museum, public art, and the Palm Springs Historical Society
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MARKETING
Desert Productions will promote the City of Palm Springs 75th anniversary as follows:
• Run full page complimentary ads in Palm Springs Life in the January, February, March
and April 2013 editions.
• Run complimentary banner ads on the Palm Springs Life web site from January 2013
through December 2013.
• Assist in designing a "branding" logo representing Palm Springs and its 751h
anniversary.
CONTESTS
To support the promotion of the monthly city events, participation and engagement contests
will be offered throughout the year. Desert Publications will promote these contests
through the following media outlets:
• PalmSpringsLife.com — 81,000 unique users per month
• Desert Guide— 85,000 copies per month
• Palm Springs Life e-newsletters — 25,000 opt-in e-subscribers per month
• Digital editions of Palm Springs Life
• Social and mobile alerts (texting)
Desert Publications will coordinate the winners and details of the promotions, and work with
the city and tourism bureau in assembling and packaging the winners' accommodations and
experiences. Number and timing of contests to be determined with approval of City
Manager. The tourism bureau and the city will promote the contests on their websites, in
advertising, and other appropriate media.
MICROSITE WITH EVENTS CALENDAR
Desert Productions will create and maintain a City of Palm Springs 75th anniversary
Microsite within on the front page of Palm Springs Life web page promoting the following:
Month-by-Month Calendar of Events
• The site includes a master calendar for the anniversary year 2013 to promote all
events taking place in the city. In turn for the events' inclusion, their host
organizations will be asked to use the city's 75th anniversary logo in their promotions
and digital media, where it will hotlink to the calendar and a brief overview of the
city celebrations. PSL with work with the city of Palm Springs to coordinate cross
promotional relationships between the city wide events and the City's 75`h
anniversary Microsite and other efforts.
• The calendar should be placed on the following organizations'websites: Palm Springs
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Bureau of Tourism, City of Palm Springs, and PalmSpringsLife.com (81,000 unique
users per month).
• Additionally, from December 2012 to November 2013, Desert Guide (85,000 printed
copies per month) will publish a portion of the 75th anniversary calendar to promote
the next months' citywide events. This will encourage full-time and seasonal
residents and visitors to plan for the celebrations.
Editorial Series
• Palm Springs Life will post onto the microsite the editorial index with a link to
palmspringslife.com for the full editorial series that is published each month from
January through December. The editorial will also be distributed via social media.
Community Interaction
• A comment section will be created within the microsite, inviting visitors to share
their own experiences as they relate to the City of Palm Springs 75th anniversary
celebration.
Contests
• The microsite will be the place to view and enter the ongoing 75th anniversary
contests.
SOCIAL MEDIA
Weekly posting will be placed on Palm Springs Life's Facebook, Twitter, and Pinterest
accounts to promote and support the elements of the City of Palm Springs 75th anniversary.
Social media mentions will include events, pre- and post-event coverage, editorial, and
contesting.
THELOOK
Palm Springs Life will develop the logo and all artwork associated with the 75th anniversary
campaign, including print and online ads, banners, billboards, lapel pins, and airport displays,
etc. (art only; production of actual media not included).
SPONSORSHIPS
Palm Springs Life will work with the City of Palm Springs to develop and sell a sponsorship
package for the 75`h anniversary. Packages will include resources and value from both the
city and Palm Springs Life. Details of the packages TBD.
THE PARTNERSHIP
Desert Publications will immediately begin work and form a committee of representatives
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from the city, tourism bureau, and Palm Springs Life to meet and execute deliverables on a
monthly basis.
In the process of this development, should the City Manager decide to adapt the editorial
material or any other material produced in conjunction with the Event for a commemorative
book, Desert Publications will work to secure the additional sponsor funding required to
facilitate this additional project and shall fully cooperate with the City in the production of
such commemorative volume.
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1691 CITY COUNCIL STAFF REPORT
DATE: December 5, 2012 Consent Calendar
SUBJECT: AGREEMENT FOR MARKETING SERVICES WITH DESERT
PUBLICATIONS/PALM SPRINGS LIFE MAGAZINE FOR A YEAR-LONG
PROMOTION OF THE CITY'S 75T" ANNIVERSARY BEGINNING IN
JANUARY 2013.
FROM: David H. Ready, City Manager
BY: Amy Blaisdell, Director of Communications
SUMMARY
The City Council will consider the approval of a contract with Desert Publications/Palm
Springs Life Magazine in the amount of $100,000, funded by community donations, to
provide marketing and online services for the 75th anniversary celebration throughout
2013.
RECOMMENDATION:
1) Approve an agreement with Palm Springs Life Magazine for the marketing of the
75th anniversary of the City of Palm Springs.
2) Authorize the City Manager to execute all the necessary documents upon review
and approval of the City Attorney.
BACKGROUND &ANALYSIS:
The official 75th anniversary of the City of Palm Springs is Saturday, April 20, 2013.
The City Council has formed a 75th Anniversary Subcommittee comprised of Mayor
Steve Pougnet and Councilmember Paul Lewin, who are meeting with community
stakeholders.
The Subcommittee's charge is to develop a free, community birthday celebration and
fireworks spectacular to be held at O'Donnell Golf Club on Saturday, April 20, 2013 and
special tie-in events
ITEM NO._..Q--
751"Anniversary Marketing Agreement
December 5, 2012 --Page 2
In order to promote the birthday celebration and a year's worth of unique tie-in events,
Palm Springs Life is proposing a marketing and promotion agreement beginning in
January, 2013 that would prominently feature the history of Palm Springs each month in
its publications promoting the City's past and present accomplishments in conjunction
with photographs depicting the glamorous history of Palm Springs from the magazine's
extensive archive collection. In addition, Palm Springs Life will provide online marketing,
calendar sections and social media promoting the 75th anniversary to their unique
subscriber base and community of readers.
Staff recommends the City Council approve the marketing agreement with Palm Springs
Life. This special opportunity, at no cost to the city, will comprehensively promote the
world famous Palm Springs destination during the year of our 75th anniversary in one of
Southern California's most prestigious and widely read publications.
FISCAL IMPACT:
A $50,000 community donation has been pledged and received to City account number
160-4523-45667. An additional $50,000 donation has been pledged and is forthcoming.
Amy Blaisdell, Director of Communications
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David H. Ready, City Manager
Attachments:
Scope of Work
Marketing Agreement
SCOPE OF WORK
TO BE PROVIDED
AGREEMENT BETWEEN
THE CITY OF PALM SPRINGS
AND
PALM SPRINGS LIFE MAGAZINE
TO BE PROVIDED