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HomeMy WebLinkAbout03810 - DESERT PUBLICATIONS VISITOR GUIDE MO 5968 Clear Day Page 1 of 1 Velma Burnell From: Linda Fort[Ifort@palm-springs.org] Sent: Wednesday, May 14, 2003 2:10 PM To: Velma Burnell Subject: contract Regarding the Palm Springs Bureau of Tourism's Visitors Guide and Gay Visitors Guide, we do not pay any money. Both guides are supported 100% by advertising. Linda Fort, CTP, CTIS Vice President/General Manager 777 N. Palm Canyon Drive, Suite 201 Palm Springs, California 92262 760-778-8415 - Phone 800-927-7256 - North America 760-323-3021 - Fax Visit our website at www.palm-springs.org Operated and Managed by SMG God Bless America! A 5/14/2003 Desert Publications, Inc. ` . 3-yr Agr to Produce Semi- Annual Visitors Guide AGREEMENT #3810 M05968, 6-18-97 CONTRACT SERVICES AGREEM IN 1 r"1K - - -- PALM SPRINGS VISITOR GUIDE THIS CONTRACT SERVICES AGREEMENT (herein "Agreement" ) , is made and entered into this j,�f day of June, 1997, by and between the CITY OF PALM SPRINGS, a municipal corporation, (herein "City" ) and DESERT PUBLICATIONS, INC. , a California corporation (herein "Contractor") . The parties hereto agree as follows : 1. 0 SERVICES OF CONTRACTOR 1 . 1 Scope 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 "Al' and incorporated herein by this reference, which services may be referred to herein as . the . "services" or "work" hereunder. Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry. 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 terns 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 . ' Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor' s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. 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) 276/014084-0107/3076625.5 m06/11/97 fully understands the difficulties and restrictions attending performance of the services under this Agreement . Should the Contractor discover unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor' s risk until written instructions are received from the Contract Officer. 1. 6 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. 7 Additional Services . City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work or make changes by altering, adding to or deducting from said , work. No such extra work may be undertaken unless a written order, is first given by the Contract Officer to the Contractor. Any ' increase in the time to perform of one hundred eighty (180) days or less or any increase in the Contract Sum of five percent (50) or less may be approved by the Contract officer. Any greater increase, taken either separately or cumulatively, must be approved by the City Council . 2 .0 COMPENSATION 2 . 1 Contract Sum. There will be no City compensation for printing of the Guide and no City subsidy to hotel ads . Except as provided herein, the cost of publishing the Guide shall be paid for solely out of advertising revenues generated by the Contractor. For the first year of the Contract, the City shall pay Six Thousand Dollars ($6, 000 . 00) per issue (Twelve Thousand Dollars ($12, 000 . 00) total 1997-98) to Contractor to print, perforate and bind hotel reader service cards in the Guide. City will also pay Contractor for processing and mailing to hotels the reader service cards in the amount of Four Hundred Dollars ($400 . 00) per month for the term of the Contract . 2 . 2 Annual Increaises . The amount of the contract sum may be increased annually to offset increases in the cost of cardstock for the reader service cards . The Contractor and Contract Officer shall determine the cost of the cardstock on the open market as of August 1 of each year. The Contractor' s cost of cardstock accounts for approximately half of the cost of publishing the reader service cards. Therefore, if the cost of cardstock increases over the previous year, the contract sum shall be increased one-half of the percentage increase in the cost of the cardstock. The annual increase shall not exceed 5 percent. 276/014084-010713076625s m06/11197 -2- 2 . 3 Method of Pavment . The Contract Sum shall be payable on or before the date the September issue of the Guide is published. 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 publish the Guide at least semi-- annually, in September and :March. 3 . 3 Force Maieure . The time period (s) specified in Section 3 . 2 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 . 8 of this Agreement, this Agreement shall continue in full force and effect for a period of three (3) years . The City shall have two (2) options to extend this Agreement for a period of one (1) year each. The City shall notify the Contractor of its election to extend at least thirty (30) days prior to the expiration of this Agreement: or any extension thereof. 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: Milton W. Jones, President Donna Curran, Editor 2761014094-0107/3076625s m06/11/97 -3- i • 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 during 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 the Director of the Tourism Division of the City or such other 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 which 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 Obligations of the City. (a) The City hereby covenants and agrees that the Guide shall be the only advertising supported visitor' s guide distributed at the Visitor Information Centers operated by the City, which Visitor Information Centers are located at 100 S. Palm Canyon Drive,, Palm Springs, California and 2781 N. Palm Canyon Drive, Palm Springs, California, except for the Hospitality Guide. (b) The City will prepare a mailing two times per year encouraging businesses located within the City of Palm Springs to advertise in the Guide. (c) The City shall review all material submitted to the City by Contractor in a timely manner. 4 .4 Prohibition Against Subcontracting or Assignment . The experience, knowledge, capability and reputation of Contractor, 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: (250) of the present ownership and/or 276101408"10713076625.5 mO6n vs7 -4- • • 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 . 5 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, 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 $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 which 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 by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement . (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 $500, 000 . 00 276/014084-0107/3076625.5 m06111/97 -5- per person and $1, 000, 000 . 00 per occurrence and property damage liability limits of $250, 000 . 00 per occurrence and $1, 000, 000 . 00 in the aggregate or (ii) combined single limit liability of $1, 000, 000 . 00 . Said policy shall include coverage for owned, non-owned, leased and hired cars . 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 cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, 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 commence 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. The policies of insurance or bonds 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 due to unique circumstances. In the event the Risk Manager of City ( "Risk Manager") 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 10 days of receipt of notice from the Risk Manager. In the event the Contractor subcontracts any portion of the work in compliance with Section 4 . 3 of this Agreement, excluding subcontracts for color separation and printing, 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 . 276/014084-0107/3076625.5 m06111/97 -6- 5 . 2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save then 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, subcontractor, 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 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 is 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 . 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. 2761014084-0107/3076625.5 m06111/97 -7- 6 . 2 Records . Contractor shall keep, and require subcontractors to keep, a sales journal relating to charges to advertisers who advertise in the Guide . The Contract Officer shall have full and free access to such sales journal 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. 6 . 3 Annual Meeting. Contractor and City shall meet once each year during the term of this Agreement and any extension thereof to discuss any modifications to be made to the Guide, any modifications to this Agreement and whether to increase the number of times per year the Guide will be published. 7 . 0 ENFORCEMENT OF AGREEMENT 7 . 1 California Law. This Agreement shall be construed and interpreted both as to validity and tb 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. 8 . 7 . 3 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on 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 276/014084-0107/3076625.5 m06/11197 -$- in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement . 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 . 3 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 the: following Sectign for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice maybe such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine . 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. Contractor shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit "C") or such as may be approved by the Contract Officer, except as provided in section 7 . 3 . 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 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 . 2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent: that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages) , and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. 276/014084-0107/3076625.5 m06111/97 -9- 7 . 8 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 attorney' s fees . Attorney' s fees shall include attorney' s fees on any appeal, and in addition a party entitled to attorney' s 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 which 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-liabilit,�r 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 which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement . 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 which effects 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 Acrainst Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that 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 in the performance of this Agreement . Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 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 276/014084-010713076625.5 m06/11/97 -10- 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 which might 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 unenforceabi.lity shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which 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. 2761014084-0107/3076625.5 m06111/97 i r IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. "CITY" CITY OF SPRING , a mun' cipal corpo By: ATTEST: By: ��,�� L'sEy Clerk APPROVED AS TO FORM: APPROV9p Ay r1 F CITY COI,y�yC,t� By: Cit' A torney "CONTRACTOR" DESERT PUBLICATIONS, INC. , a California ccrp�yration By: e. R Name'.' Title: �*� :''S':, ' Address : 303 North Indian Canyon Dr. Palm Springs, CA 92262 [END OF SIGNATURES] 276/01409"107/3076625.5 m06111i97 -1 2- EXHIBIT "A" SCOPE OF SERVICES Contractor shall publish a ;semi-annual, advertising supported Palm Springs Visitor Guide ( "Guide" ) on the following terms and conditions : 1. The Guide shall meet the following requirements; A. The Guide shall be published semi-annually September and in March, commencing September 1997 and continuing until the termination of this Agreement or any extension thereof . 3 . The Guide shall be printed on 8 3/8 inch by 10 7/8 inch paper. C. The Guide shall be printed on Escanaba stock, #45 paper stock. D. The Guide shall contain at' least forty (40) pages, including four-color covers . E. The advertising to editorial ratio 'shall not exceed sixty percent (GO-) advertising to forty percent (40-) editorial . F. The Guide shall only list businesses located within the City of Palm Springs . G. Contractor shall only accept advertising in the Guide from (i) businesses located within the City of Palm Springs, including those with businesses elsewhere which may be mentioned in the ad as long as the addresses are no larger than those for the Palm Springs address; (ii) national advertisers that serve residents and visitors of the City of Palm Springs or have offices located within the City of Palm Springs, including airline companies, credit card companies and rental car companies but specifically excluding hotels, restaurants and retailers not located within the City of Palm Springs; and (iii) local area attractions excepting casinos located outside the City limits of Palm Springs; provided that all advertising accepted from advertisers not located within the City of Palm Springs must receive the prior written approval of the Contract Officer. Hotels that have in the past not complied with Palm Springs Visitor Information Center restrictions are excluded from advertising in the Guide. Notwithstanding this section, no advertising shall be permitted which is inconsistent with rules for advertising within the Visitor Center as approved by the City Council . H. The City reserves the right to approve all advertising and editorial materials. _EXHIBIT "A" 276/014084-0107/3076625.5 m06/11/97 Page 1 of 2 I . The Guide shall be published in the following quantities : Fall/winter issues a minimum of 120, 000 copies Published in September Spring/summer issues a minimum of 120, 000 copies Published in March Total 240, 000 copies I . Contractor shall charge no more than the rates attached hereto as Exhibit "1" and incorporated herein by reference for advertising space in the Guide, unless Contractor receives the prior written approval of the Contract Officer. 2 . The Guide shall include the following editorial information: A. A semi-annual calendar of events taking place in the City of Palm Springs, and, when approved by the Contract Officer, major events in the Coachella Valley ( "Valley" ) that impact businesses in the City of Palm Springs or draw visitors to stay in hotels located within the City of Palm Springs . B . An annual calendar of major events taking place within the City of Palm Springs, and, when approved-by the Contract Officer, major events in the Valley that impact businesses located within the City of Palm Springs or draw visitors to hotels located within the City of Palm Springs . C. A listing of all public and semi-private golf courses in the Valley, with golf courses located within the City of Palm Springs listed first. D. A listing of all tennis centers, equestrian centers and other attractions, such. as the Indian Canyons, Desert Museum, the Moorten Botanical Gardens, and Oasis Water Resort, located within the City of Palm Springs . E. A listing of all churches and synagogues located within the City of Palm Springs . F. A listing of all restaurants, nightclubs, art galleries and retail establishments located within the City of Palm Springs and who advertise in the Guide . G. A listing of all movie theaters located within the City of Palm Springs. H. A map of the City of Palm Springs and a map of the Valley. I . Such other listings and features that the Contract Officer may determine to be helpful or important to potential visitors . EXHIBIT "A" 276/014084-0107/3076625.5 m06/11197 Page 2 of 2 J. A cover story and cover photo promoting an upcoming City-sanctioned event, if one is scheduled for that period. K. A listing of public sight-seeing companies . L. A listing for the City-Operated visitor Information Center. EXHIBIT "A" 276i014084-0107i3076625s mO611117 Page 3 of 2 Exhibit 1 i PALM SPRINGS VISITORS' GUIDE Space 6 Months 12 Months 1 Issue 2 Issues Black&White Full page $ 4,350 $ 7,800 $ 725 $ 600 2/3 page 3,510 6,240 585 520 112 page 2,760 5,040 460 420 1/3 page 1,980 3,720 330 310 1/6 page 1,170 2,160 195 180 1/12 page 870 1,620 145 135 Four Color Full page $ 4,950 $ 9,000 $ 825 $ 750 2/3 page 4,110 7,440 685 620 1/2 page 3,360 6,240 560 520 113 page 2,580 4,920 430 410 Covers (Four Color) Covert $ 6,270 $ 11,220 $ 1,045 $ 935 Cover 3 6,060 10,860 1,010 905 Cover 4 6,570 11,760 1,095 980 10% discount for Desert Guide minimum 4-time frequency advertisers... (� Additional 7% discount of the net for P.S. Desert Resort Communities CVB members... Plus additional 5% discount of the net for payment in full with contract Monthly Annually Example: Full page, 4-color ad for 2 issues (12 months) $ 750.00 $9,000.00 4-time Desert Guide advertiser -10% (75.00) (900.00) $ 675.00 $8,100.00 CVB member -7% (47.25) (567.00) $ 627.75 $7,533.00 Payment in full with contract -5% (376.65) Net, net, net cost $7,156.35 SPECIAL HOSPITALITY RATE FOR HOTELS/RESTAURANTS ONLY 114 page, 4-color ad for minimum of 6 months (1 issue) $ 175 Art and production included in special hospitality rate; photography not included. 1997 ATE a0401"), CERTIFICATMF LIABILITY INSURANd D05/02/97NY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HRH Ins Sery of Coachella Vly HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License Number0684503 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 77-564 Country Club Dr. #150 COMPANIES AFFORDING COVERAGE Palm Desert CA 92211 COMPANY A Northbrook Property 8 Cas INSURED COMPANY ( }0r Desert Publications al=�s �� B Republic Indemnity E P 0 Box 2724 �� 1��� COMPANY Palm Springs CA 922632724 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION LIMITS L' TYPE OF INBURANCE POLICY NUMBER DATE (MM"DDNY) DATE (MMIDDIYY) A GENERAL LIABILITY 95 0746969 04/01/97 04/01/98 GENERAL AGGREGATE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 1,000,000 CLAIMS MADE FX]OCCUR PERSONAL&ADV INJURY $ EX,CLU,DED OWNER'S A CONTRACTOR'S PROT EACH OCCURRENCE $ 1 000,000 FIRE DAMAGE(Any one fire) $ 50,000 MED EXP(Any one person) $ 5,000 A AUTOMOBILE LIABILITY CA 0746971 04101 l97 04101 I98 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ - -- $------ --OTHER THAN UMBRELLA FOR47 - - - — - — ----- --- - ---— - WORKERS COMPENSATION AND X TORY LIMITS �TR EMPLOYERS LIABILITY 03520575 04/30/97 04/30/98 EL EACH ACCIDENT $ 1,000,000 B THE PROPRIETOR" INCL EL DISEASE-POLICY LIMIT $ 1,000,000 PARTNERSIEXECUTIVE OFFICERS ARE EXCL. EL DISEASE-EA EMPLOYEE $ 1,000,000 OTHER 0 SCR TION OF,OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS API" �peratlons Certificate Holder is Also Named As Addilonal Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City, of Palm Springs EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL P G Box 2743 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Palm Springs CA 92263 OF NY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. A RE R SEN I' ATI ACORD 25S (1195) TTrrve n ism © ACORD CORPORATION 1988 �� 7 a't' HOO - DATE(MMIDDIYY) CERTIFICATE F LIABILITY INSURAN 10/12/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HRH Ins Sery of So California HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License Number 0684503 ALTER THE COVERAGE AFFORDED BY THE POLICIES-BELOW. 77-564 Country Club Dr. #401 COMPANIES AFFORDING COVERAGE.,"' Palm Desert CA 92211 COMPANY �1 A Zurich U.S. INSURED '^ COMPANY Desert Publications Inc. B Republic Indemnity P 0 Box 2724 COMPANY v✓� Palm Springs CA 922632724 01� COMPANY D COVERAGES ^ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE'FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. GO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION Em DATE (MMIDDIYY) DATE (MMIDDIYY) LIMITS A GENERAL LIABILITY PPS 036174218 04/01I01 04/01/02 GENERAL AGGREGATE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS COMPIOP ADS $ 2,000,000 CLAIMS MADE I A J OCCUR PERSONAL&ADV INJURY $ 1 ,000,000 OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1 000,000 FIRE DAMAGE (Any one fire) $ 1 000,000 MED EXP(Any one person) $ 10,000 A AUTOMOBILE LIABILITY PPS 036174218 04/01/01 04/01/02 X ANY AUTO COMBINED SINGLE LIMIT $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY $ X NON OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ A EXCESS LIABILITY PPS 036174218 04/01/01 04/01/02 EACH OCCURRENCE $ 1,000,000 UMBRELLA FORM AGGREGATE $ 1,000,000 OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND _ _ _ - - - - _ — -_- - — _____- _ ,_X_ - WC STATUS _ OTH. EMPLOYERS'LIABILITY — - TORY LIMITS - 6R - '--- B 147645-02 04/30/01 04/30/02 EL EACH ACCIDENT 5 1.000,000 THE PROPRIETOR INCL EL DISEASE.POLICY LIMIT 5 1 000,000 PARTNERSIEXECUTIVE OFFICERS ARE EXCL EL DISEASE EA EMPLOYEE 5 1 000,000 OTHER CRIPTION OF OPERATION ILOCATIONSIVEHICLE519PECIAL ITEMS :3-yr Agr to pro Lee semi-annual visitors guide, A3810 Certificate Holder is Also Named As Additonal Insured Re' Advertising Concession at Airport - #A2338 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Clly of Palm Sprin5 EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL AN Patricia A. Randers 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 3200 Tahcuitz Canyon Way BUT FAILURE TO MAIL/SUCH NOTICE SHALL IMPOSE NO OBLIGGAATIO OR LIABILITY Palm Springs CA 92262 OF ANY KIND U PN THE COMP Y, ITS AGENN_OR-PEP ESER NTATIVES. AUTHO IZE"IEPRESENTA.TTI[ {� V G!T�bAF-•-c-�L-/� ACORD 25-S (1/95) .,,: u`1,1(:ENSt # 4503' ' © -ACORD CORPORATION 1988 CERTIFICATE OF LIABILITY INSURA uE DATE 03/1 /03(8103 Y PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HRH Ins Sery of So California HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR License Number 0684503 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 77-564 Country Club Dr. #401 COMPANIES AFFORDING COVERAGE--- Palm Desert CA 92211 ., COMPANY A Zurich U.S. ' INSURED COMPANY The Jones Agency B Clarendon Ins. % KRM Desert Publications Inc. etal COMPANY - - BOX 2724 Palm Springs CA 922632724 C / - COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE 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, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS Co TYPE OF INSURANCE POLICY HUTABEP. POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MMIDDIYY) DATE (MMNDA'Y) A GENERAL LIABILITY PPS 036174218 04/01/03 04/01/04 GENERAL AGGREGATE S 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS COMP/OP AGO $ 2,000,000 CLAIMS MADE �OCCUR PERSONAL &ADV INJURY $ 1,000,000 OWNER'S A CONTRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE(Any one(re) $ 100,000 MED EXP(Any one person) $ 10,000 A AUTOMOBILE LIABILITY PPS 036174218 04/01/03 04/01/04 COMBINED SINGLE LIMIT $ 1 000 000 X ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY $ NON OWNED AUTOS (Per nccideni) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT4 $ ANV AUTO OTHER THAN AUTO ONLY EACH ACCIDENT $ AGGREGATE $ A EXCESS LIABILITY PPS 036174218 04/01/03 04/01/04 EACH OCCURRENCE $ 4,000,000 X UMBRELLA FORM AGGREGATE $ 4,000,000 _ OTHER THAN UMBRELLA FORM _ _ _ _ _ _ _ _ __ $ WORKERS COMPENSATION AND X WO STATU- OTH- EMPLOYERS LIABILITY TOR LIMITS ER B 02 KR OA026-632 04I30I03 04I30I04 EL EACH A ACCIDENT $ 1,000,000 THE PROPRIETOR/ INCL EL DISEASE-POLIGY LIMIT $ 1 1000,000 PAR7NERSIEXECUTIVE OFFICERS ARE X EXCL EL DISEASE EA EMPLOYEE $ 1,000 000 OTHER DESCRIPTION OF OPERATION SILOCATIONSNEHICLES/SPECIAL ITEMS The Certificate holder is included as an Insured under the general liability but only with respect to liability arising out of your ongoing operations performed for that insured. Reference #A3810 - Semi-annual visitors guide CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Cut of Palm Springs - Patricia Sanders EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Office of the City Clerk 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Box 2743 BUT FAILURE T AIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Palm Springs CA 92263 OF ANY KIN UP0 THE COMPANY,ITS AGENTS OR REPRESE ATIVES AUTHORIZ PEP ESENTAT E Ann lit rd ACORD 25-8 (1/95) LICENSE 10684503 © AC RD CORPORATION 1988