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HomeMy WebLinkAbout05228 - C V SPIN INC DBA TOUR DE PALM SPRINGS Page 1 of 1 Kathie Hart From: Lois Ware Sent: March 07, 2006 2:00 PM To: Kathie Hart Subject: AGREEMENT 5228 -TOUR DE PALM SPRINGS Fill Yes, you may close this agreement. Lois Ware Administrative Assistant City of Patin Springs 401 S. Pavilion Way Palm Springs, CA 92262 Tel: (760) 323-8265 FAX: (760) 323-8279 ,\QA v &I 03/07/06 • C V Spin Inc Tour de Palm Springs AGREEMENT NO. A 5228 CM approved 02-09-06 AGREEMENT FOR EVENT PROMOTIt_ This Agreement, governed by the laws of the State of California, is made and entered into this J-1 day of 1'e-,,, , 2006, by and between the City of Palm Springs, a municipal corporation, hereinafter called "City," and G.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. 1.2 Event dinner and exposition shall be held on Friday, February 10, 2006, at the Palm Springs Pavilion and the bike ride on Saturday, February 11, 2006, on various streets within the City as described in Exhibit "A." } p pp (�17RK,,fl�,VlA 04D !rilWWO R 'SiQ f'4Ev.:.MI E1,P 2.0 PRESENTING SPONSOR The parties hereby agree that the City shall be named one of the sponsors of 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,tourdepaimsprings.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. 2.2 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 11, 2006. 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. I I I 2 i i I 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: I 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. I j 4.2 Developing and submitting a schedule and list of exhibitors and i sponsors participating in Event to City's SEPT at least ten (10) days prior to j 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. I i 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 i services at related activities described in Section 4.1, and reimbursing City i 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 i entries, volunteers and vendors participating in Event. 4.6 Promoter shall be responsible for all promotional activities related to the Event including: I a) Arranging and buying advertising space in local newspapers and other publications to promote the Event and the City. Minimum i advertising for the Event shall be provided in a geographical area, which includes the High Desert, Inland Empire (San Bernardino and i Riverside counties), San Diego County, and the Coachella Valley. ib) 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. i d) Coordinating local and regional public relations, including the distribution of press materials to entertainment and travel writers. i e) Coordinating with PSBT to promote Event. f) Promoting Event through personal appearances and/or the distribution of collateral materials. I 3 • 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 (60) days following the close of the Event. Final report shall be due not later than April 10, 2006. 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. 6.0 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 9, through Saturday, February 11, 2006. 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 4 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. I 6.3 AGREEMENT TERMINATION. In the event Promoter is unable to fulfill its responsibilities under this Agreement for any reason whatsoever, I 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: i 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 5 0 attorneys, consultants, and experts and related costs and City's costs of investigating any claims against the City. In addition to Promoters 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. 6 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 7 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 parry'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] 8 s • 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 11, 2006, 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 layout to the satisfaction and requirements of SEPT. 3. All Event bicycle entrants will enter Baristo Road through the main entrance of Palm Springs High School off of Baristo Road. Promoter will provide security for all event participant vehicles as determined by SEPT. 4. Promoter will begin the setup for the dinner at Palm Springs Pavilion no earlier than 10:00 a.m. on Friday, February 10, 2006. Promoter is responsible for all onsite security through the use of a qualified security company approved by the City's and all volunteer or paid staff as needed to man and stage the Event at the Pavilion and Palm Springs High School 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. 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 10 restrooms to include ample portable toilets as determined by SEPT except as provided by the Palm Springs Pavilion on February 10, 2006, for the dinner event. 8. All food vendor applications will be submitted to Riverside County Department of Environmental Health no later than February 1, 2006. 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. 11 02/08/06 15:01 FAX 760 323 0 PS RECREATION R 002 10/2�12000 23:32 7G05G81W TOUR DE PALM ONGS PAGE 03 YFIN-c-6 's0C1F 17:56 hWti6100D 5E2B0629Gd P.p9i;3 _4 QRD� CERTIFICATE OF LIABILITY INSURANCE I y d,�,�"" ,DIOD01m HCM IfE'LJ'AnCA L11OkArn • u TRW OERMCATE iB ISSUED,FAY A MA7Ti11 Of INVORM+U70M { OKY AND CON903 NO NI(tHTB UPON TMe CIPTIFIGATE 2275 Nurtiv mn Dnva,SUito#_Qfi I NOLO@GR 7HtS GEFTfIFICwTIk brJllk NGT AIrEND,pCTEND OR ' i Ban Mo:•rnO,CA g�I O8 11- .AS7��„T�1'sS�Ys�aenraaestQl.Y rNe eaud�ee.4Q��__ I INYIUA@Na AFROM0ING QMMRAGA I NMI:YI .nCG —�—� a, GAYI70i,IN�I:MNITY C6RPORATI�Mi—yl— wLu 6lpyor!Hftlf Ulra-tGl.AswciatlM . 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PW-4`prow"CA I AIiTNDRLy,CIy RCPHt71r/[rA'riYE — ------- 4AOLl'I WF#FIriF+A-�iUN lWa -- IN WITNESS WHEREOF, the parties have executed and entered into this -Agreement as of the date first written above CITY OF PALM SPRINGS ATT T: a municipal corporation gy—.r By:_ - . � ty Clerk City Manager r—, APPROVED BY CnY MANAGER PROMOTER: Check one:_Individual_Partnership_Corporation o2 � By: By. ie�_m L �i^ Signature (notarized) Signature (notarized) Name: Name: Title: ' �oti3 -0 L'� rifle: L' / • (This Agreement must be signed in the above space by This 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 Measurer) r Stateof ��`�-�/' rv71 �`" = Stateof all-r-Ofn1G' - County of 12i u ers r ci e --as County of 2,U e-S 1,d% as On aI4/o(' before me, On )- 7 O(, before Arlri�onf i1kyd'z e1a)ot'z%g, 066'c me, Q61v'iei7n2gl'r f l'e rJTTiu2, K'61'(� personally " appeared personally. � appeared T ni'te1�-fn�� (D personally ��(A-I��G. lJ _�rti c I personally known to me (or proved to me on the basis of satisfactory, ]mown to me or proved to me on the basis of satisfactory evicle�ic�to be T _person5)w nam is -re subscribed evidence)to be thns)whosame subscribed to the within instrument and a wledged to me that to the within instrument and aclmowledged to me that �shefthny-executed the same ' his r¢thelr�authorized L he{tl�ey executed the same inher¢#hemauthorized . aCTTY ),andd.Lat b his, e si atur�(s) on the ( CIT'Y(}es), anP d b`y_hi�/herfiheiksgnatur�c s) on the instrument a rson ) or the entity uponTehalf of which the instrument t erson ),of the entity upon beehalf of which the erson )-acted,executed the instrument. _ rson )acted,executed the instrument. ITNESS m d and official seal. WITNESS my hand and official seal. l Notary /� a L qq ) �� Notary �( �Q Q/C y(�(( Signature: - I Signature: i Notary Sea7 Notary Seal: ADRIENNE ALEGRETE ADRIENNE ALEGRETE _ COmmisslo- iy 1569554 Commission#1569BU F4 r•• Notary Public-California Notary Public-Coliforrya Riverside County Rivelskfe County Mycomm.EIgWwMay13,2009u MVc0M="13,20Il9 i Exhibit "A" 9 ?A'.A4 Sp�2 k N MEMORANDUM k Sy + i;pav TO: Scott Mikesell Director of Parks � and Recreation � FROM: Cindy Berardi �I� Deputy City Clerk DATE: February 10, 2006 SUBJECT: C. V. Spin, Inc. A5228 Attached are two duplicate originals of the above referenced agreement, fully executed. We have retained the original in our files. Please call me at ext. 8355 if you have any questions. /cab Attach.