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Document# Document Description Approval Date Expiration Date Closed Date
A4252 Palm Springs Car Classic 07/19/2000 12/01/2005
Company Name: Spectrum Auction Company
Address: 23295 Ventura Blvd, Woodland Hills, CA 91364
Phone: (818)999-0832 Fax: (818)999-0816
Group: PARKS&RECREATION /\\�1414
Service: In File Y'
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A4366 MOU-measures to minimize and mitigate take of the Coachella Valley 10/02/2002 02/01/2006
Company Name: CVAG
Address: , ,
Group: CITY MANAGER
Service: In File
xRef: CITY MANAGER
Ins.Status: No Certificate on file.
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Spectrum Auction Company
Palm Springs Car Classic
AGREEMENT #4252
M06670, 7-19-00
CONTRACT SERVICES AGREEMENT FOR
PALM SPRINGS CAR CLASSIC
THIS CONTRACT SERVICES AGREEMENT(herein"Agreement")is made and entered
into this /9 day of CDA, , 2000 by and between the CITY OF PALM
SPRINGS, a municipal core atio rierein "City") and SPECTRUM AUCTION COMPANY
(herein "Contractor"). The parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scone of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be
referred to herein as the "servicc3 ur "work" hereunder. As a material inducement to the City
entering into this Agreement, Contractor represents and warrants that Contractor-is a provider of
first-class work and services and Contractor is experienced in performing the work and services
contemplated herein and, in light of such status and experience, Contractor covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended.
1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's
proposal or bid, which shall be incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of such proposal and this Agreement,
the terms of this Agreement shall govern.
1.3 Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules and regulations of the City and any
federal, state or local governmental agency having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits. Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor (a) has thoroughly investigated and considered the scope of services to be performed,
(b) has carefully considered how the services should be performed, and (c) fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
• s
1.6 Care of Work. The Contractor shall adopt reasonable methods during the life
of the Agreement to furnish continuous protection to the work and the equipment, materials,
papers, documents, plans, studies and/or other components thereof to prevent losses or damages,
and shall be responsible for all such damages to persons or property until acceptance of the work
by City, except such losses or damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care
and diligence to perform their respective obligations under this Agreement. Both parties agree
to act in good faith to execute all instruments, prepare all documents and take all actions as may
be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
1.8 Special Requirements. Additional terms and conditions of this Agreement, if
any, which are made a part hereof, are set forth in the "Special Requirements" attached hereto as
Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit
"B" shall govern.
2.0 COMPENSATION
2.1 Finder's Fee. Contractor shall pay to the City a finder's fee in the amount of
fifteen percent (15%) of the total amount of cash and other consideration provided by any
sponsors or television, radio, theatrical or movie production revenue of the Event. for which the
City is the procuring cause ("Finder's Fee"). The Finder's Fee shall be paid to the City no later
than fifteen (15) days after the Contractor receives the cash or other consideration from the
sponsor.
2.2 Concessions. The City shall have the right to sell its own memorabilia at all
concession stands operated by Contractor. Any profits derived by the City for such sales shall be
the sole property of the City.
2
2.3 Other Revenues. Except as otherwise provided in this Agreement, all revenues
from participant registration, ticket sales, sponsorships, broadcast rights and any other direct
source attributable to the Event earned by Contractor shall be the sole property of Contractor.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services pursuant
to this Agreement upon receipt of a written notice to proceed and shall perform all services within
the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "C",
if any, and incorporated herein by this reference. When requested by the Contractor, extensions
to the time period(s) specified in the Schedule of Performance may be approved in writing by the
Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because
of any delays due to unforeseeable causes beyond the control and without the fault or negligence
of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight
embargoes, wars, litigation and/or acts of any governmental agency, including the City, if the
Contractor shall, within ten (10) days of the commencement of such delay, notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and
the extent of delay and extend the time for performing the services for the period of the enforced
delay when and if, in the judgment of the Contract Officer, such delay is justified. The Contract
Officer's determination shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against the City for any delay in the
performance of this Agreement, however caused, Contractor's sole remedy being extension of the
Agreement pursuant to this section.
3.4 Term. Unless earlier terminated in accordance with Section 7.6 of this
Agreement, this Agreement shall continue in full force and effect until completion of the work for
the year 2005 Event, except as otherwise provided in the Schedule of Performance.
3
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor, authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
Stanley Zahn
It is expressly understood that the experience, knowledge,capability and reputation
of the foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible du�i.:g the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced
nor may their responsibilities be substantially reduced by Contractor without the express written
approval of City.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the City Manager of City. It shall be the Contractor's responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf
of the City required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor and its principals and employees were a
substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not
contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the City. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily
or by operation of law, whether for the benefit of creditors or otherwise, without the prior written
approval of City. Transfers restricted hereunder shall include the transfer to any person or group
of persons acting in concert of more than twenty-five percent (25%) of the present ownership
and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event
of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be
void. No approved transfer shall release the Contractor or any surety of Contractor of any
liability hereunder without the express consent of City.
4
The City's policy is to encourage the awarding of subcontracts to persons or entities
with offices located within the jurisdictional boundaries of the City of Palm Springs and, if none
are available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors if Local Subcontractors are qualified to perform the work required. In
requesting the City to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the City that such good faith efforts have
been made or that no Local Subcontractors are qualified to perform the work. Said good faith
efforts may be evidenced by placing advertisements inviting proposals or by sending requests for
proposals to selected Local Subcontractors. The City may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor. Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
4.4 Independent Contractor. i 7Cither the City nor any of its employees shall have
any control over the manner, mode or means by which Contractor and its agents or employees
perform the services required herein, except as otherwise set forth herein. City shall have no
voice in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor of City and shall remain
at all times as to City a wholly independent contractor with only such obligations as are consistent
with that role. Contractor shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of City. City shall not in any way or for any
purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint
venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor 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) Comprehensive General Liability Insurance. A policy of comprehensive
general liability insurance written on a per-occurrence basis in an amount not less than one million
and no/100 dollars ($1,000,000.00) combined single limit.
(b) 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 that
shall indemnify, insure and provide legal defense for both the Contractor and the City against any
loss, claim or damage arising from any injuries or occupational diseases occurring to any worker
employed or any persons retained by the Contractor in the course of carrying out the work or
services contemplated in this Agreement.
5
(c) Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per-occurrence basis in an amount not less than either (i) bodily injury
liability limits of two hundred fifty thousand and no/100 dollars ($250,000.00)per person and five
hundred thousand and no/100 dollars ($500,000.00)per occurrence and property damage liability
limits of one hundred thousand and no/100 dollars ($100,000.00)per occurrence and two hundred
fifty thousand and no/100 dollars ($250,000.00) in the aggregate or (ii) combined single limit
liability of five hundred thousand and no/100 dollars ($500,000.00). Said policy shall include
coverage for owned, non-owned, leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including professional
liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name
the City, its officers', employees and agents as additional insureds. The insurer shall waive all
rights of subrogation and contribution it may have against the City, its officers, employees and
agents and their respective insurers. All of said policies of insurance shall provide that said
insurance may not be amended or canceled without providing thirty(30)days' prior written notice
by registered mail to the City. In the event any of said policies of insurance are canceled, the
Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance
with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall
conunence until the Contractor has provided the City with Certificates of Insurance or appropriate
insurance binders evidencing the above insurance coverages and said Certificates of Insurance or
binders are approved by the City.
The Contractor agrees that the provisions of this Section 5.1 shall not be construed
as limiting in any way the extent to which the Contractor may be held responsible for the payment
of damages to any persons or property resulting from the Contractor's activities or the activities
of any person or persons for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with
Section 4.3 of this Agreement, the contract between the Contractor and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Contractor is required
to maintain pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents
and employees against, and will hold and save them and each of them harmless from, any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations errors,
omissions or liabilities (herein "claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work,
operations or activities of Contractor, its.agents, employees, subcontractors or invitees, provided
for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising
from Contractor's negligent performance of or failure to perform any term, provision, covenant
or condition of this Agreement, whether or not there is concurrent passive or active negligence
6
on the part of the City, its officers, agents or employees, but excluding such claims or liabilities
arising from the sole negligence or willful misconduct of the City, its officers, agents or
employees, who are directly responsible to the City, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees
incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its
officers, agents or employees, for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees are made a party to any
action or proceeding filed or prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including, but not limited to, legal costs and attorneys'
fees.
5.3 Sufficiency of Insurer. The insurance required by this Agreement shall be
satisfactory only if issued by companies qualified to do business in California, rated "A" or better
in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register,
and only if they are of a financial category Class VII or better, unless such requirements are
waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. In the
event the Risk Manager of City determines that the work or services to be performed under this
Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that
the minimum limits of the insurance policies required by this Section 5 may be changed
accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor
shall have the right to appeal a determination of increased coverage by the Risk Manager to the
City Council of City within ten (10) days of receipt of notice from the Risk Manager.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly
concerned about the cost of work and services to be performed pursuant to this Agreement. For
this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances,
techniques or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project
7
being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstances,
technique or event and the estimated increased or decreased cost related thereto and, if Contractor
is providing design services, the estimated increased or decreased cost estimate for the project
being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such services. The Contract Officer
shall have full and free access to such books and records at all times during normal business hours
of City, including the right to inspect, copy, audit and make records and transcripts from such
records. Such records shall be maintained for a period of three (3) years following completion
of the services hereunder, and the City shall have access to such records in the event any audit
is .required.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both as
to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California, or any other appropriate court in such county, and Contractor covenants and agrees
to submit to the personal jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the injured
party shall notify the injuring party in writing of its contentions by submitting a claim therefor.
The injured party shall continue performing its obligations hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five (45) days after service of the notice, or such longer period
as may be permitted by the injured party; provided that if the default is an immediate danger to
the health, safety and general welfare, such immediate action may be necessary. Compliance with
the provisions of this section shall be a condition precedent to termination of this Agreement for
cause and to any legal action, and such compliance shall not be a waiver of any party's right to
take legal action in the event that the dispute is not cured, provided that nothing herein shall limit
City's or the Contractor's right to terminate this Agreement without cause pursuant to Section 7.6.
7.3 Waiver. No delay or omission in the exercise of any right or remedy by a
non-defaulting party or any default shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. Any waiver by either party of any default must be in writing and
shall not be a waiver of any other default concerning the same or any other provision of this
Agreement.
8
7.4 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or remedies
for the same default or any other default by the other party.
7.5 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.6 Termination Prior to Expiration of Term. This section shall govern any
termination of this Agreement except as specifically provided in Section 7.2 for termination for
cause. The City reserves the right to terminate this Agreement at any time, with or without cause,
upon thirty (30) days' written notice to Contractor; pi /iued, however, that said notice must be
provided to Contractor no later than February 1 in order to terminate the Event for that year. In
the event said notice is delivered after February 1, said notice shall be effective for the Event
occurring in the succeeding year. In addition, the Contractor reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written notice to City;
provided, however, that said notice must be provided to City no later than January 1 in order to
terminate the Event for that year. In the event said notice is delivered after January 1, said notice
shall be effective for the Event occurring in the succeeding year. Upon receipt of any notice of
termination, Contractor shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. In the event of termination without cause, pursuant
to this section, the terminating party need not provide non-terminating party with the opportunity
to cure pursuant to Section 7.2.
7.7 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees
shall include attorneys' fees on any appeal and, in addition, a party entitled to attorneys' fees shall
be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows that are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, or any successor in interest, in the event of any
default or breach by the City or for any amount that may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
9
8.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement that affects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or
indirectly, interested, in violation of any state statute or regulation. The Contractor warrants that
it has not paid or given and will not pay or give any third party any money or other consideration
for obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, there shall be no
discrimination against or segregation of any person or group of persons on account of race, color,
creed, religion, sex, marital status, national origin or ancestry, sexual preference or domestic
partnership status in the performance of this Agreement. Contractor shall take affirmative action
to insure that applicants are emr:oy ed and that employees are treated during employment without
regard to their race, color, creed, religion, sex, marital status, national origin or ancestry, sexual
preference or domestic partnership status.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM
SPRINGS, P. O. Box 2743, Palm Springs, California 92263, and, in the case of the Contractor,
to the person at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall
be deemed communicated at the time personally delivered or in seventy-two (72) hours from the
time of mailing if mailed as provided in this section.
9.2 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction that may otherwise
apply.
9.3 Integration: Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity
or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs
10
or sections of this Agreement that are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii)by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other agreement to which said
party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as
of the date first written above.
ATTEST: CITY OF PALM SPRINGS,
a municipal corporation
By,
City Clerk City Manager 1
APPROVED AS TO FORM:
RUTAN & TUCKER
City Attarney
CONTRACTOR: ��`�
SPECTRUM UUCCTION COMPANY
0
By:
Name:
Title: �J/DE Ni
By:
Name: Fora,e.g
Title: SiEc2wr�3� �.
Address: .) APO J61ncv,7,
11
CORPORATE ACKNOWLEDGEMENT
State of California
} ss.
County of Los Angeles
On September 26th, 2000, before me, Nigel Thewlis, Notary Public, personally appeared
Stanley Zahn and Patricia Zahn, personally known to me to be the persons whose names
are subscribed to the within instrument and acknowledged to me that they executed the
same in their authorized capacities and that by their signatures on the instrument the
person, or the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature / + �NIGEL THElWLIS
( !7 Commission# Iigm1
Notary Public-Califamia
Los Angeles County
MYComm.I�__J� k _ _64airasJu119,2002J
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall plan, organize, manage and produce a food and music festival within the
jurisdictional boundaries of the City ("Event"). The planning, organizing, managing and
production of the Event shall be subject to the following requirements:
1. The Event shall have a name mutually agreeable to the parties hereto. Contractor
shall be solely responsible for acquiring the right to use said name, including,
without limitation, acquiring any such rights that may be owned by others. The
Event shall be known as Palm Springs Car Classic.
2. Contractor shall furnish to the City by June 1 a report that provides a summary of
the preceding year's attendance at the Event and participant figures, success of
marketing and promotion campaign, a general evaluation of the Event that includes
what went well and what changes will be recommended.
3. The Event shall be produced throughout the central business district of Palm
Springs. Contractor is responsible for acquiring the appropriate access and
agreements for use of any and all private property used by the Event.
4. Contractor shall be responsible for all repairs and maintenance required for the
Event or caused by the Event. Said obligation shall include constant monitoring
of the Event venues. Any equipment (such as staging, barricades, tables, chairs,
etc.), property or facilities provided to Contactor by City under this Agreement
shall be maintained in a good condition and repair and shall be returned to the City
in as good a condition as it was delivered within five (5) days of the last day of
each annual Event. If Contractor fails to perform its maintenance obligations as
herein provided, the City shall have the right to perform said maintenance at
Contractor's expense. The City shall inform Contractor, in writing, of the nature
of the maintenance obligations yet to be completed. Contractor shall have ten (10)
days to comply. If the maintenance obligation is not met within ten (10) days, the
City shall remedy the obligation and invoice the Contractor. Any amounts
expended by the City to perform said maintenance (including the cost of staff time)
shall bear interest at the rate of ten percent (10%) per annum from the date
expended until fully repaid.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
PAGE 1 OF 2
EXHIBIT "A"
SCOPE OF SERVICES
5. Contractor shall have the right, subject to the review and approval of the City, to
produce ancillary events that are complementary to and will increase attendance at
the Event. Examples of such ancillary events shall include, but not be limited to,
receptions, dinner dances, and sporting events and live entertainment. Contractor
shall submit to the Contract Officer, at least ninety (90) days prior to each Event,
a written report setting forth in detail the final plan for that year's Event, including
the proposed construction schedule for setting up and dismantling the stages and
booths for all proposed ancillary events ("Report"). Contractor shall appear at a
regularly-scheduled City Council meeting after the Report is submitted to discuss
the Report and the final plans. The City Council shall thereafter have the right to
approve said final plans for the Event or request revisions thereto and approve or
disapprove each of the ancillary events and the final plans therefor.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
PAGE 2 OF 2
EXHIBIT "B"
SPECIAL REQUIREMENTS
The City agrees to perform the following services for the Event:
I. The City agrees to waive the building, noise, zoning and sign ordinances and
regulations that would otherwise apply to the Event. During such suspension,
control over issues normally covered by these ordinances shall be at the discretion
of the City Manager.
2. Subject to the terns and provisions of this Agreement and California Vehicle Code
Section 21101, the City authorizes the use of the streets within the jurisdictional
boundaries of the City for the Event.
3. The City shall assist Contractor with public relations activities for the Event at no
cost to and at the discretion of the City.
4. The City shall act promptly upon all applications for permits and licenses needed
for the Event. In addition, the City agrees to assist Contractor, at no cost to the
City, in obtaining any permits, license or consents required by any other
governmental agency with jurisdiction.
5. The City shall provide City employee services and equipment (including, but not
limited to, police, fire, traffic, streets, mobile stage, tables, chairs, sound
equipment, routine trash collection) as required to support the Event as presented
by the Contractor in Exhibit "C" of this Agreement. The City will provide
services up to, but not to exceed, Five Thousand Dollars ($5,000) primarily to
cover the cost of City services.
6. City shall make available City facilities, such as the Leisure Center, for signage,
ticket sales and other activities at the discretion of the City.
Contractor agrees to perform the following:
1. Contractor shall furnish a report detailing the gross sales volume of both the retail
and wholesale sales value of the auto auction within sixty (60) days after the
conclusion of each year's event.
EXHIBIT "B"
TO CONTRACT SERVICES AGREEMENT
PAGE 1 OF 1
. EXHIBIT "C" •
SCHEDULE OF PERFORMANCE
2001 PALM SPRINGS CAR CLASSIC SCHEDULE OF EVENTS
The following schedule shall apply for each year of the term of this Agreement.
Friday April 6 2001 and beginning on or about the second week in April for each year of the term
thereafter, which specific day will be subject to the approval of the Contract Officer:
• 9:00 a.m - 6:00 p.m — Classic Car Auction Check-In
• 6:00 p.m. - 9:00 p.m. — Cruise & Contours Check-In
• 5:00 p.m. - 9:00 p.m. — Friday Night Classic Car Auction
Saturday April 7 2001 and beginning on or about the second week in April for each year of the term
thereafter, which specific day will be subject to the approval of the Contract Officer:
• 6:00 a.m. - 10:00 a.m. — Cruise & Vendor Placement on Palm Canyon
• 8:30 a.m. - 9:00 p.m. — Classic Car Auction
• 10:00 a m. - 4:00 p.m. — Cruise Event and Entertainment
Sunday April 8, 2001, and'be inning on or about the second week in April for each year of the term
thereafter, which specific day will be subject to the approval of the Contract Officer:
• 6:30 a.m. - 9:30 a.m. — 2"d Day of Cruise & Contours Check-In
• 8:30 a.m. - 6:00 p.m. — Classic Car Auction
• 10:00 a.m. - 3:30 p.m. — Contours Event and 2i' Day of Cruise
2001 PALM SPRINGS CRUISE-IN CAR SHOW
Saturday, April 7, 2001, and for each year thereafter as set forth above:
• Tentatively scheduled closure,based on merchants'and City approval,of Palm Canyon Drive from
Alejo to Baristo beginning at 6:00 a.m. Setup begins for vendors' displays—tents, generators, etc.
NOTE: Height limits of any items or structures will be addressed and mandated for vendor
placement that will cause a store front to be hidden.
• Show vehicles will begin placement as early as 6:00 a.m. until 10:00 a.m. event opening, at which
time all cars must be in place.
• Event officially opens to public at 10:00 a.m. and continues until 4 00 p.m. No charge to public
for entry.
• Beginning at 3:30 p.m., as part of the events schedule, the cars will parade and cruise off the main
street and enjoy the evening activities.
• All cars and displays to be off Palm Canyon Drive by 4:30 p.m., with written notices issued to
vendors and participants that cars or vehicles will be towed unless moved by this time.
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
PAGE 1 OF 3
EXHIBIT 'C"
SCHEDULE OF PERFORMANCE
Sunday, April 8, 2001, and each year thereafter as set forth above:
• 6:30 a.m. to 9:00 a.m. — Registration and placement of vehicles begins.
• 10:00 a.m. — Gates open to the public. $10 General Admission. Children under 12 free when
accompanied by an adult.
• 3:30 p.m. — Official closing time. Teardown and removal of vehicles and vendor booths begin.
O'Donnell Golf Course should be clear by 8:00 p.m.
2001 PALM SPRINGS CONCOURS D'ELEGANCE
Saturday, April 7, 2001, and each year thereafter as set forth above:
• Vendor and staging setup begins at 9:00 a.m. through 6:00 p.m.
Sunday, April 8, 2001, and each year thereafter as set forth above:
• 6:30 a.m. to 9:00 a.m. — Registration and placement of vehicles begins
• 10:00 a.m. — Gates open to the public. $10 General Admission. Children under 12 free when
accompanied by an adult.
• 3:30 p.m. — Official closing time. Teardown and removal of vehicles and vendor booths begin.
O'Donnell Golf Course should be clear by 8:00 p.m.
2001 PROPOSED SCHEDULE OF SETUP TO TEARDOWN
Wednesday, April 4, 2001, and two (2) days before the first day of the Event for each year of the term
thereafter:
• California Tent will arrive on site at 8:00 a.m. to begin tent and generator setup
• Spectrum trucks, trailer and office RV will arrive at 10:00 a.m. to begin unloading and prep for
the full setup on Thursday. This continues until 8:00 p in.
• 24-hour security begins when Spectrum staff leaves, approximately at 8:00 p.m.
Thursday. April 5, 2001. and one (1) day before the first day of the Event for each year of the term
thereafter:
• Spectrum staff arrives at 9:00 a.m. to complete setup. Tables, chairs and staging arrives. Carpet
is laid in the tent. Computers are hooked up and tested.
• Setup staff leaves at approximately 9:00 p.m.
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
PAGE 2 OF 3
EXHIBIT "C" •
SCHEDULE OF PERFORMANCE
Friday, April 6, 2001. and each year thereafter as set forth above:
• The car for the auction begin checking in at 9:00 a.m. Official check-in times are 9:00 a.m. to
6 00 p.m.
• Final work is completed and staff leaves at approximately 12:00 p.m.
• Gates open at 5:00 p.m. for admission to the Friday-night sale.
• Events will run until approximately 11:00 p.m.
Saturday and Sunday, April 7 and 8. 2001 and each year thereafter as set forth above:
• Gates open to the public at 8:30 a.m. for viewing. $8 General Admission. Children under 12 are
free.
• Check-in for the auction from 8:30 a.m. to 5:00 p.m.
• Auction begins at 10:00 a.m. and ends at approximately 7.00 p.m. on Saturday and 6:00 p.m on
Sunday.
• Staff remains on site usually 2 to 3 hours after the sale is completed on each day for finalization
of sales and next-day prep.
• No-sale cars check out and the low is usually half empty by Sunday evening.
Monday, April 9, 2001, and one(1)day after the last day of the Event for each year of the term thereafter:
• Officially open at 9:00 a.m. for checking out of "No Sales" and payment of bought auction cars.
• Teardown begins with the final car payments in the company RV office and trailer.
• Official close time is 6:00 p.m.
Tuesday. April 10, 2001 and two (2) days after the last day of the Event for each year of the term
thereafter:
• Tent and generator are removed and Spectrum staff vacates leftover cars and equipment from site
by noon.
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
PAGE 3 OF 3
SetYlU/1NUb 11y:;11 96556C' KOORPARKURGKER PAGE 132
ACORD
I !, ,I DAM(MMIDDIYY)
' .
v�
PRODUCER TNIS OI �k71F1CATE IS ISSUED A$ A MATTER OF INFORMATADN
DEALER COVER ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
INSURANCE SERVICES HOLD[R. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
250 E.EASY ST,, SUITE 7A COMPANIES AFFORDING COVERAGE
SIMI VALLEY,CA 930611 cbuA' UNITED STATES FIDELITY 6 GUARANTY
INSURED .... J ,.L.CquP/JIY
SPECTRVM AUTO AUCTION GROUP,INC. g-
SPECTRUM AUCTION COMPANY i corCANY
12580 SATICOY ST,#C
NORTH HOLLYW000, CA%180$ COMPANY
D
' :,. .. , . .., ,:,,, ';:': 'any„• ,..., , , r..,•;,,:
THIS IS TO CERTIFY TNAT THE POLICIES OF INSURANCE LISTED DELOW HAVE MEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
MD(CATEO.NOTMTHSTANO(NG ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RF,SPECT TO WHICH THI5
OCRTIHCATE NAY BE?$SUED OR MAY PERTAIN,THE INSURANCE AFFORDED B Y THE POLICIES DE$CRIDED HEREIN IS SURSECT TO All THE TERMS,
EXCLUSIONS AND CONbITIONS or SUCH POUOIES,MWTS SMOwN MAY HAVE AEEN REDUCED BY PAID CLAIMS,
CO t TY►E OF INSURANCE POLICY"LIMNER WLICY EF"CTVE POLICY""RWT)ON I LINKS
DAT!(MIMDp ) OATF(NNNJU'yq
GTHEF4L UABILYTY 'tltNCMl+00nEGATE . 5 3,000,000,
A' COMMERCIAL OENEPAL LMOLI'TY !DRE2$6270p $!fl/00 $l8101 i En000CTE-COMNOP ADG �$ 11000,000.
I CLAWSMAQE I x IQCCVB I PERSONAL L ADV INJURY 11 1,000,000.
OW iNER9ICONTMC10a'i PRPTI EACH OCCURRENCE It 1,000,000,
PoAE OAMAOE WY arq ,1
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+ I MEDExP ?A(Naupa•>al 111 1,000.
AUTOMOBILE LIABILITY
A I'X ANYAUTO DRE2882700 mmo 819/01 conelNlbslNoLEUM+r I,: 1.000,000.
! IALL OWNED AUTO$ I NDILT+NJVrIY I B
J SCHEDULED AUTOS I {PFr prHF+l
HIRBDAUTOS j f BODES INJURY j y
NON•OWNEO AUTOS I j IPw wc6.nq
- I PROPERTY DAMAGE is
A GARAGE LIABILITY AUTO ONLY-EA ACCIDENT is 1,000,000
x 'AnrAVrO `ORE2862700 "loo 8/9/01
bTHER iwW AUTO ONLY
I x PREMISES I f EACHAGCWENT •I s 1,000,000
AGQaEDArE >< 3,000 000
CXCUSS LIAWLITY I SACH OCCURRENCE It
UMBRf,J LA PDIIM ACAAEOAiE 1
OTHEA Ti"VMDAELIA FORM I L
WOBNRRS COBPBNSATOB AND _ ItOFI�UV(iG I t0.
EY►LOYEAY LIABILITY I E;EACH ACCIDENT
Y'A'YncoA'LrcN 'INCLI I EL ORRASF, POLICY LIMIT Ii
v>`rTnamacuTNE �.
oFF1aEnA0.At IXCL, FL O+6LSC-CA EMPIPYDR'L
OTHER
I
I � I
DESCRIPTION OF OPEAATIONBfLOCATIONSNEHICLe$t$PECIAL ITYINS
SHOULD ANY OF THE ABOVE O{SOBIBEO POLICIES BE CANCELLeb BEFORE THE
ADDITIONAL INSURED: BAPPIATQN MW TH11*10r, THE IBBMN4 COMPANY WILL bbo* ►NAIL
CITY OF PALM SPRINGS ITS QFFICERS, 30 RAYS WRITE" NOTIOETO THE EEBTIFN'ATl NOLDMH NANRP TO 'It 1.1T,
eMPLOYEES AND AGENTS
401 60. PAVILION WAY
PALM SPRINGS, CA=62 Au7HOAl2ED RUM EBBNTA
WI � °� ! ) 41 9N b.M1u, ', wyV6 .!II', PIW "u!w;lc ;Ilp0.l;,l"". N se
STATE P.O. BOX 420807,SAN FRANCISCO, CA 94142-0807
COMPENSATION
INSURANCE
FUND ,CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
SE 'T EIIBEP 20 2000 POLICY NUMBER:..
- CERTIFICATE EXPIRES:
CITY OF ALM GIPPING
A T TN SCOTT 8'NIIX,C9 LL
,101 S PAVIL• ION tJAY
PA9_Iq SIDRI,yOr CA 92262
L
This is to certify that we have issued a valid Workers' Compensation insurance policy i_n_a form approved by the California_ -
_- Insurance Commissioner to the employer named below for the policy period indicated. —
This policy is not subject to cancellation by the Fund except upon ten days'advance written notice to the employer.
We will also give you TEN days'advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the
policies listed herein. Notwithstanding any requirement, ,term, or condition of any contract or other document with
respect to which this certificate of Insurance may be issued,or may pertain, the Insurance afforded by the policies
described herein Is subject to all the terms;exclusions'and conditions of such policies.
AUTHORIZED REPRESENTATIVE"". - - _ PRESIDENT
EMPLOYER'S LI=ABILITY LTNIT INCLUDINaIC DEFENSE COSTS. $1,000,.000 PER OC`e.LIRRENCE,
B
I
I
I
EMPLOYER - -
D,)Z AUTO INC
PBA SPECTRUM AUCTIONS
22580 SATICOY ST rC
iNORTH HOLLY4l00D CA. 91,505
II • u : - •