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DATE: July 20, 2005 Consent Calendar
SUBJECT: Agreement with Parades of Palm Springs for Sponsorship of the 2005
Festival of Lights Parade
FROM: David H. Ready, City,Manager
BY: City Manager's Office
SUMMARY
The City has been the Title Sponsor of the Festival of Lights Parade since its inception
nearly fourteen years ago. This action will approve a Sponsorship Agreement with
Parades of Palm Springs to produce the 2005 Festival of Lights Parade which is
scheduled for the first Saturday in December.
RECOMMENDATION:
1. Adopt a Minute Order approving a Sponsorship Agreement with Parades of Palm
Springs for the 2005 Festival of Lights Parade.
2. Authorize the City Manager to execute all documents necessary to effectuate the
agreement.
STAFF ANALYSIS:
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. The City has been the Title Sponsor of the Festival of Lights Parade since its
inception in 1991. This perennial event, which is held at night along Palm Canyon
Drive, draws tens of thousands of people to the downtown area to view the wonderfully
illuminated floats, equestrian units, and marching bands.
The 2005 Festival of Lights Parade will be held on the first Saturday in December.
Under the proposed Sponsorship Agreement, Parades of Palm Springs, which is a local
non-profit public benefit corporation, will organize, manage and produce the parade. In
addition, Parades of Palm Springs will be responsible for all promotional activities
related to the parade. This includes arranging and buying advertising space in local
Item No. 2 . P .
City Council Staff Report
July 20, 2005 -- Page 2
Sponsorship Agreement with Parades of Palm Springs
newspapers, preparing press releases and marketing materials to promote the parade,
and coordinating local and regional public relations.
To plan and produce the parade, the City will pay Parades of Palm Springs a Thirty
Thousand Dollar ($30,000) cash sponsorship payable in three separate installments. In
addition, the City will provide, at no cost to Parades of Palm Springs, all public services,
including police, fire, street maintenance and other City services deemed necessary to
produce the parade. Finally, the City will make available, at no cost to the parade's
organizer, its portable stage and entertainment unit.
FISCAL IMPACT:
Under the proposed Sponsorship Agreement the City will provide a $30,000 cash
payment to Parades of Palm Springs to plan, manage and produce the Festival of
Lights Parade. Since this is a budgeted expense, under the Special Events Fund, no
additional funding will be needed.
Tr$ . Butzla A si tant City Manager David H. Ready, City Marr r
Attach ents:
1. Minute Order
MINUTE ORDER NO.
APPROVING AGREEMENT WITH PARADES
OF PALM SPRINGS FOR SPONSORSHIP OF
THE 2005 FESTIVAL OF LIGHT PARADE
I, James Thompson, City Clerk of the City of Palm Springs, hereby certify that
this Minute Order approving the Agreement with Parades of Palm Springs for
Sponsorship of the 2005 Festival of Lights Parade in the amount of $30,000.00,
was adopted by the City Council of the City of Palm Springs, California, in a
meeting thereof held on the day of 2005.
James Thompson, City Clerk
AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
This Agreement governed by the laws of the State of California is made and
entered into this 20th day of July, 2005 by and between the City of Palm Springs, a
municipal corporation, hereinafter called "CITY" and Parades of Palm Springs,
Incorporation, a California nonprofit corporation, hereinafter called 'POPS".
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, POPS plans to produce the 2005 Festival of Lights Parade as
described herein (hereinafter "LIGHTS PARADE");
WHEREAS POPS is a California Nonprofit Public Benefit Corporation authorized
to engage in charitable and education activities as well as those activities permitted to
be carried out by a corporation exempt from federal income tax under Section 501(c)(4)
of the Internal Revenue Code and under Section 170(c)(2) of the Internal Revenue
Code;
WHEREAS, POPS needs financial assistance to produce the LIGHTS PARADE
and has requested CITY sponsorship;
WHEREAS, the City Council has determined that sponsorship of the LIGHTS
PARADE would be of public benefit.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1.0 PARADE DATE AND LOCATION
1.1.1 POPS shall organize, manage and produce the LIGHTS PARADE as
generally described in Exhibit "A" and attached hereto and incorporated
herein by this reference.
AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
1.1.2 The Festival of Lights Parade shall be held on the first Saturday in
December. The route and staging of this Parade shall be submitted to
CITY for approval at least sixty (60) days prior to the event. In the event
of inclement weather, POPS may request an alternate date for the
Parade. In no event shall an alternate date be set without the express
written approval of CITY.
2.0 TITLE SPONSOR
2.1.1 The parties hereby agree that the CITY shall be named the exclusive "title
sponsor" of the LIGHTS PARADES and that no other sponsor shall appear in the title of
the LIGHTS PARADE sponsored under this agreement.
2.1.2 The City shall be recognized as the "Title Sponsor' in all advertising. For
promotional purposes the LIGHTS PARADE shall include the following credit line in all
paid media (advertising), publications, and signage: "The City of Palm Springs Festival
of Lights Parade."
3.0 SPONSORSHIP TERMS FOR THE CITY
3.1 To produce the LIGHTS PARADE contemplated under this Agreement,
the CITY will provide POPS with Thirty Thousand Dollar ($30,000) cash sponsorship
(herein "Contract Sum"). POPS is responsible for raising all funds necessary to
produce the LIGHTS PARADE in excess of the Contract Sum.
3.2 Provided POPS is not in default under this Agreement, the Contract
Sum shall be paid as follows: (i) $10,000 at such time as this Agreement has been
fully executed by both parties; (ii) the sum of $15,000 on or before October 15,
2005; and (iii) the sum of $5,000 on or before February 1 , 2006. City shall have
no obligation to make the payment to POPS due February 1 , 2006 unless POPS
has provided to City a written assessment of the LIGHTS PARADE as set forth in
Section 4.1 .8 below.
4.0 PRODUCTION SERVICES TO BE PROVIDED BY POPS
As the producer of the LIGHTS PARADE, POPS will provide production services
including but not limited to the following and will accept full financial responsibility for such
services:
4.1.1 Securing the necessary venues for the LIGHTS PARADE and related
activities including, but not limited to the Volunteers Orientation Meeting/Party,
Participant's Meeting, Post-Parade Sponsor Appreciation Ceremony, and other
possible special events as approved by CITY.
4.1.2 Develop and submit a preliminary budget, schedule and list of entries
participating in LIGHTS PARADE to CITY's Special Events Planning Team (herein
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
"SEPT") at least Thirty (30) days prior to LIGHTS PARADE. Submit a final list of
entries to SEPT no later than ten (10) days prior to the LIGHTS PARADE.
4.1.3 Coordinate routing and staging (pre and post) of the LIGHTS PARADE with
SEPT. POPS shall be responsible for providing written notification to all property
and business owners along the route of the LIGHTS PARADE concerning the
anticipated date, time and length of any street closure.
4.1.4 Contracting and paying for all service vendors and technical support
including, but not limited to sound, including a public address system, lighting (if
applicable), bleachers, portable restrooms, shuttle bus service and security
services at the LIGHTS PARADE and related activities described in Section
4.1.1.
4.1.5 Recruit, coordinate and supervise all volunteers and all their activities.
4.1.6 Obtain certificates of insurance and liability release forms from all entries,
volunteers, sub-contractors and vendors participating in the LIGHTS PARADE.
4.1.7 POPS shall be responsible for all prornotional activities related to the
LIGHTS PARADE including:
a) Arranging and buying advertising space in local newspapers and other
publications to promote the LIGHTS PARADE and the CITY. Minimum
advertising for the LIGHTS PARADE 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 LIGHTS
PARADE.
c) Coordinating local and regional public relations including the distribution of
press materials to entertainment and travel writers.
d) Coordinating with the CITY's Bureau of Tourism to promote LIGHTS
PARADE.
e) Promoting LIGHTS PARADE through personal appearances and/or the
distribution of collateral materials.
4.1.8 POPS will provide a post event report summarizing the specific revenues
and expenses, as well as any issues associated with the production of the
LIGHTS PARADE. The post event report for the LIGHTS PARADE shall be
delivered to the CITY's representative on or before February 1, 2006.
4.2 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY
4.2.1 CITY agrees to provide, at no cost to POPS, all public services, including
police services, emergency medical services, street maintenance services and
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
other public services as may be deemed appropriate by SEPT, to produce the
LIGHTS PARADE.
4.2.2 CITY agrees to make available, at no cost to POPS, the CITY'S portable
stage and entertainment unit also know as the "Showmobile".
4.2.3 The CITY will make a concerted effort to promote the LIGHTS PARADE on
the CITY's government access channel, website and other advertising and
marketing vehicles as deemed appropriate.
4.2.4 The CITY shall direct its Bureau of Tourism to provide up to Five Thousand
Dollars ($5,000) of in-kind marketing and advertising support (non-monetary) to
POPS to promote and marketing the LIGHTS PARADE. The type and level of
support shall be the sole discretion of the Bureau of Tourism and may include, but
is not limited to the preparation and distribution of press materials, collaborative
promotions with other advertising efforts, and assistance with public relations.
5.0 TERM OF AGREEMENT
5.1 AGREEMENT PERIOD. Unless earlier terminated in accordance with
Section 5.3 below, this Agreement shall be until June 30, 2006. Such term may
be extended upon the mutual written consent of the parties hereto.
5.2 BREACH OF AGREEMENT. Any material deviation by POPS 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 POPS. In the event of termination by whatever means, CITY shall have the
option to produce the LIGHTS PARADE itself or assign that responsibility to a third party.
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 POPS of actual damages occasioned by such breach of
Agreement and shall make every effort to resolve the same quickly and amicably.
5.2 AGREEMENT TERMINATION. In the event POPS is unable to fulfill its
responsibilities under this Agreement for any reason whatsoever, including
circumstances beyond its control, CITY may terminate this Agreement in whole or in part
in the same manner as for breach hereof and be entitled to the same rights on
termination.
5.3 REIMBURSEMENT. All amounts paid to POPS pursuant to this
Agreement shall be subject to reimbursement upon the occurrence of any of the
following events:
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
(a) POPS loses its tax-exempt status under Section 501 (c) (4) and 170 (c)
(2) of the Internal Revenue Code; or
(b) The dissolution of POPS; or
(c) POPS terminates or attempts to terminate this Agreement for any reason
other than City's failure to make payments as provided hereunder; or
(d) POPS fails to fulfill the responsibilities, duties, and obligations set forth
herein.
6.0 GENERAL
6.1 INDEMNITY. POPS and City agree that City, (its officers, employees and
agents) should, to the extent permitted by law, be fully protected from any loss, injury,
damage, claim, lawsuit, cost, expense, attorneys fees, litigation costs, defense costs,
court costs or any other cost arising out of or in any way related to the performance of
this agreement. Accordingly, the provisions of this indemnity provision are intended by
the parties to be interpreted and construed to provide the fullest protection possible
under the law to the City. POPS acknowledges that City would not permit the event
described herein in the absence of this commitment from POPS to indemnify and
protect City as set forth here.
To the full extent permitted by law, POPS shall defend, indemnify and hold harmless
City, its officers, agents, employees, and volunteers from all loss, cost, and expense
arising out of any liability or claim of liability for personal injury, bodily injury to persons,
contractual liability and damage to property sustained or claimed to have been
sustained arising out of activities of the POPS or those of any of its officers, agents, or
employees, whether such act is authorized by this Agreement or not; and POPS shall
pay for any and all damage to the property of the City, or loss or theft of such property,
done or caused by such persons. City assumes no responsibility whatsoever for any
property placed on the premises. POPS further agrees to waive all rights of subrogation
against City. The provisions of the Article do not apply to any damage or loss caused
solely by the negligence of the City or any of its agents or employees.
POPS agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this section from each and every subcontractor, sub-tier
contractor or any other person or entity involved by, for, with or on behalf of POPS in
the performance or subject matter of this agreement. In the event POPS fails to obtain
such indemnity obligations from others as required here, POPS agrees to be fully
responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns, or heirs of POPS and shall survive the termination of this Agreement or this
section.
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
6.2 INSURANCE POPS shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this
Agreement including any extension thereof, the following policies of insurance
(a) Commercial General Liability Insurance. A policy of commercial general
liability insurance written on a per occurrence basis with a combined single limit of at
least $1,000,000 bodily injury and property damage including coverages for contractual
liability, personal injury, independent contractors, broad form property damage,
products and completed operations. The Commercial General Liability Policy shall
name the City of Palm Springs as an additional insured in accordance with standard
ISO additional insured endorsement form CG2010(1185) or equivalent language.
(U) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and
which will include $1,000,000 employer's liability.
(c) Additional Insurance. Policies of such other insurance may be required by
the City's Risk Manager.
6.3 INSPECTION OF RECORDS. CITY shall have the right to monitor and
inspect all work or records under this Agreement.
6.4 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.
6.5 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.
6.6 NOTICES. Communications among the parties hereto shall be addressed
as follows:
PARADES OF PALM SPRINGS
Stan Barnes, President
255 N. El Cielo Road, Suite 402
Palm Springs, CA 92262
(760) 325-5749 FAX (760) 778-1090
CITY OF PALM SPRINGS
David H. Ready, City Manager
P.O. Box 2743
Palm Springs, CA 92262
(760) 322-8336 FAX (760) 323-8207
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
6.7 CITY REPRESENTATION.The City Manager or his designee shall be
designated the "Liaison Representative of City." POPS shall work closely with the
Liaison Representative of City and provide regular updates to keep the CITY currently
advised on the status of the LIGHTS PARADE.
6.8 COMPLIANCE WITH LAWS. POPS shall comply with all applicable
federal, state, and local laws, ordinances and regulations.
6.9 STANDARD OF CARE. CITY relies upon the professional ability of
POPS as a material inducement to entering into this Agreement. POPS agrees to use
reasonable care and diligence in rendering services under this Agreement. POPS
agrees that the acceptance of its work by CITY shall not operate as a waiver or release
of said obligation of POPS. 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.
6.10 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.
6.11 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.
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above
CITY OF PALM SPRINGS
ATTEST: a municipal corporation
By: By:
City Clerk City Manager
CONTRACTOR: Check one:_Individual_Partnership_Corporation
By: By.
Signature (notarized) Signature (notarized)
Name: Name:
Title: Title:
(This Agreement must be signed in the above space by one of This Agreement must be signed in the above space by one of
the following: Chairman of the Board,Prestdem or any Vice the following:Secretary,Chief Financial Officer or any
President) Assistant Treasurer)
State of State of
County nE L County of )as
On before me, On hefotc tire,
personally appealed personally appeaied
personally known to me (oi proved to me on the basis of satisfactory personally known to me (or proved to me on din basis of satisfactory
evidence) to he the poison(s) whose name(s) is/aic subscribed to the evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they excaited within msnunicnt and acknowledged to nie that he/she/they executed
the same in his/her/mii authorized capacity(iu), and, that by the same in his/her/their authorized capacity(ies), and that by
his/fim/their signatuie(s) on the instrument the person(s), or the hsAicr/their zignamre(s) on ds mstiument the person(s), or the
entity upon behalf of which the person(s) acted, executed the entity upon behalf of which the peison(s) acted, executed the
msounient. instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary Signature: Notary Signature:
Notary Seal: Notary Seal
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AGREEMENT FOR EVENT PROMOTION
Parades of Palm Springs
EXHIBIT "A"
SCOPE OF SERVICES
Parades of Palm Springs ("POPS") shall organize, manage and produce an annual City
of Palm Springs ("CITY") Festival of Lights Parade ("PARADE") in December of each
year during the term of this Agreement. Production of the Parade will include, but not
be limited to, the following:
1. Planning the PARADE and developing the annual schedule, budget and
events. The schedule, budget and anticipated events shall be submitted
the CITY, upon request by the CITY, any time prior to each PARADE, with
least seven days notice.
2. Soliciting additional sponsorships above and beyond the CITY's
contribution under the terms of the Agreement.
3. Securing the necessary venues for the PARADE and related activities,
including a Volunteers/Sponsors/Participants Pre-Parade Dinner and
other possible special attractions.
4. Promoting the PARADE and related events in consultation with the CITY's
Tourism Department, by providing al information needed for the tourism
department to promote the PARADE under the terms of the Agreement.
5. Coordinating security for any and all related events, including, but not
limited to Volunteer/Sponsors/Participants Pre-Parade Dinner and other
possible special attractions, excluding Parade Route, Staging area, and
Post Staging area.
6. Providing financial and logistical progress reports on the status of the
PARADE to the CITY upon their request, within the parameters of the
Agreement.
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