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HomeMy WebLinkAbout03781 - WALK OF STARS GERHARD FRENZEL Walk of Stars Walk of Stars Program AGREEMENT #3781 Amend 1 FIRST AMENDMENT TO AGREEMENT CM signed 11-24-03 __ FOR THE PALM SPRINGS WALK OF STARS PROGRAM ------ "------ This First Amendment to Agreement for the Palm Springs Walk of Stars Program ("First Amendment" or"Amended Agreement") is made and entered into this 14th day of October, 2003, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City") and the PALM SPRINGS WALK OF STARS ("Contractor") and amends that certain "Agreement for the Palm Springs Walk of Stars Program" (the "Agreement") dated April 2, 1997 between the same parties. RECITALS A. On or about April 2, 1997, City and Contractor entered into an Agreement for the Palm Springs Walk of Stars Program pursuant to which Contractor agreed to install solid sandblasted granite blocks ("Stars") in the public right of way to honor prominent personalities associated with the City of Palm Springs. B, The original term of the Agreement was five (5) years expirinj on April 2, 2002. C. City and Contractor would like to continue the program and are in the process of negotiating a new agreement. D. City and Contractor desire to amend the Agreement to extend the term for an additional two (2) years as set forth in this First Amendment to allow the parties to complete their negotiations of a new agreement. AGREEMENT The Agreement is hereby amended as follows: 1. Section 2.2 "Contract Officer" is amended to read as follows: "2.2 Contract Officer. The City's Assistant City Manager is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Consultant. 2. Section 4.1 "Term" is amended to read as follows: "4.1 Term. The term of this Agreement is hereby extended to April 2, 2004 unless earlier terminated in accordance to Section 4.2." 3. Except as expressly provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto executed this First Amendment to be effective as of the Date first written above. CITY OF PALM SPRINGS, a municipal corporation City Manager Ity erk e zyii� T APPROVED AS TO FORM: City pat=4y PALM R PdGS WALK OF STARS T , ame: Title: it .I�V`i �.��. h ',' a '.11 a C."•% G°..f�yi Palm Springs Walk of Stars P.S. Walk of Stars Program CITY OF PALM SPRINGS 5-yr Term - 3-1-97 - 3-1-2002 AGREEMENT #3781 M05926, 4-2-97 CONTRACT SERVICES AGREEMENT FO., . THE PALM SPRINGS WALK OF STARS PROGRAM THIS CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered into this c;NA day of ,-a, , 1921, by and between the CITY OF PALM SPRINGS, a municipal co 'radon (herein "City") and THE PALM SPRINGS WALK OF STARS (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 SgQM of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and 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 of competent jurisdiction. 1.3 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. 2.0 COORDINATION OF WORK 2.1 Representative of Contractor. Gerhard Frenzel, Chairman of The Palm Springs Walk of Stars, is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 2.2 Contract Officer. Alan Denfeld, Director of Parks and Recreation, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 2.3 Prohibition Against Subcontracting or Assignmentt. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein 502/019009-0001/3035933.3 a03/25/97 may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 2.4 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. Contractor shall perform all services required herein as an independent contractor of City and shall remain under 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. 3.0 INSURANCE AND INDEMNNMCATION 3.1 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 either (i) a combined single limit of$500,000.00 or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of $100,000.00 per occurrence and $100,000.00 in the aggregate. (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. (e) 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$250,000.00 per person and $500,000.00 per occurrence and property damage liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or (ii) combined single limit liability of $500,000.00. 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 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 3.1 to the /p i Contract Officer. No work or services under this Agreement shall commence until the Contractor /9 ✓ 582/014OB9-0001/3035933.3 .63/25/97 -2- M �r 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 3.1 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. 3.2 Sufficiencv of Insurer or Surety. 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 Director of Administrative Services or designee of the City ("Director of Administrative Services") due to unique circumstances. In the event the Director of Administrative Services 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 and the performance bond required by this Section 3 may be changed accordingly upon receipt of written notice; from the Director of Administrative Services; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Director of Administrative Services to the City Council of City within ten (10) days of receipt of notice from the Director of Administrative Services. 3.3 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, including paying any legal costs, attorneys' fees, or paying any judgment (herein"claims and 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 or services 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,but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City. 4.0 TERM 4.1 Term. Unless earlier terminated in accordance with Section 4.2 below, this Agreement shall continue in full force and effect for five (5) years from the date of execution, at which time, upon the written mutual agreement of the City and Contractor to be received by each party from the other party no later than March 1, 2002, this Agreement shall be extended for one five- (5-) year period, ending on April 2, 2007. 4.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer. 4.3 Ownership of Stars and Maintenance Fund. Upon termination for any reason, the ownership of the Stars and the transfer of the Maintenance Fund shall be determined in accordance with Exhibit "A." -3- 5.0 MISCELLANEOUS 5.1 Covenant Against 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 ensure 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. 5.2 Non-liability of 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. No officer, director or board member of the Contractor shall be personally liable to the City in the event of any default or breach by the Contractor or for any amount which may become due to the City, or for breach of any obligation of the terms of this Agreement. 5.3 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. 5.4 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, CTTY 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. 5.5 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. 5.6 Integration: Amenidment. 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. 5.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such 582/014084-0001/3035933.3 a03/25/97 -4- • 10 invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties A 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. 5.8 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 in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 5.9 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, whether or not the matter proceeds to judgment. 5.10 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. CITY: CITY OF PALM SPRINGS, 7 mcipal corporatio City M ager ATTEST: i Clerk ANMOWD BY T'r1r CoTY(COUNC11, DIN-. 7"n, J Ind? y 15 7 APPROVED AS TO FORM: / =- ---t- City Attoiu ie [SIGNATURES CONTINUED ON NEXT PAGE] 502/019009-0001/3035933.3 a03/25/97 —CJ— CONTRACTOR: The Palm Springs Walk of Stars B —, � G�� , Name: Barbara Foster Henderson Title: President, Cultural Center By: G� �i N : Gerhard Title: Chairman, The P�m Springs Walk of Stars Address: 501 Cantera Circle Palm Springs, CA 92262 [END OF SIGNATURES] 502/014084-0001/3035933.3 a03/25/97 —6— i )<MIT "A" n JA WPE OF SERVICES D Contractor shall install solid sand-blasted granite blocks (the "Stars") in the public right of way to honor,prominent personalities associated with the City of Palm Springs, on the following terms and conditions: A. INSTALLATION AND MAINTENANCE OF STARS 1. Description of Stars,. Each Star shall be a solid, granite block, approximately thirty-six inches wide by thirty-six inches long by three inches thick, installed flush with the existing sidewalk. The exposed surface shall be sandblasted and shall include a design in the shape of a star, with a palm tree encircled inside the star, and the words "The Palm Springs Walk of Stars." A copy of the design is attached to this Agreement as Exhibit "B". 2. Coefficient of Fric 'on. The surface of each Star shall be sandblasted to achieve an average dry static coefficient of friction of at least 0.75. Due to the City's concerns regarding liability for slipping, the City retains the right to require the Contractor to periodically test the coefficient of friction of,any or all Stars. If the coefficient of friction falls below 0.75, the Star shall be sandblasted or otherwise treated to achieve a coefficient of at least 0.75, or, at the sole option of City, shall be removed. 3. Contractor's Re sp onsibilitie . The Contractor shall be responsible for all costs and expenses related to this Agreement, including but not limited to the installation of the Stars, procurement of insurance, Star dedication ceremonies, office administration, accounting, cleaning, friction testing, maintenance, and removal. 4. Permits. The Contractor shall obtain an Encroachment Permit, in accordance with Palm Springs Municipal Code Chapter 14.16, for each Star to be installed in the public right of way pursuant to this Agreement. A sample of the Encroachment Permit is attached to this Agreement as Exhibit "C". The Contractor shall be responsible for securing, at its sole expense, all permits and applications required for Star dedication, installation, maintenance, removal, or related activities under this Agreement. 5. Maintenance. The Contractor shall be responsible for the maintenance, repair and cleaning of the Stars installed in the public right of way. a. Contractor's Maintenance Program. The Maintenance Program shall be approved by the Contract Officer, and may be amended from time to time as necessary to fulfill the terms of this Agreement. The Maintenance Program shall include a regular program to test for and maintain a coefficient of friction of at least 0.75 on the sandblasted surface of each Star, as described in Section A.1. A copy of the Maintenance Program is attached to this Agreement as Exhibit "D". The Contractor shall be: responsible for all costs and expenses related to the Maintenance Program during the term of this Agreement. EXHIBIT "A" PAGE 1 OF 3 502/014009-0001/3035933.3 a03/25/91 b. City Sidew ilk Cleaning. The City agrees to use best efforts to coordinate its periodic sidewalk cleaning with the Contractor's Maintenance Program to maximize efficiency. Sidewalk cleaning during the fall season normally occurs during September or October. The City shall give the Contractor ten=06) days written notice of the September/October sidewalk cleaning, then shall work with the Contractor to coordinate the cleaning with the Contractor's Maintenance Program. 6. Maintenance Fund. The Contractor agrees to create a Maintenance Fund, the goal of which is to permanently produce enough income for the long-term maintenance, repair and cleaning of the Stars. a. Fund Contributions. The Contractor shall deposit into the Fund a portion of the total cost of each Star as determined by the Star Cost Breakdown in Exhibit "E". In addition, the Contractor shall use best efforts in fund-raising to supplement the Fund. b. Permitted Expenditures. Use of the Fund is limited to maintenance, cleaning and repair of the Suxs, as described in the Maintenance Program. C. Reports. The Contractor shall issue quarterly reports regarding the Fund balance, the annual goal, contribution amounts, and fund-raising efforts. The Parties shall meet annually to determine the sufficiency of the Fund for the long-term maintenance, repair and cleaning of the Stars, and shall determine if increases in the amount of the contributions are necessary to meet the annual goal. d. Transfer to it . Upon termination of this Agreement, unless the City elects to require the removal thereof,, the Contractor shall deliver the balance of the Fund to the City for long-term maintenance, repair and cleaning of the Stars. 7. Removal or Relocation of the Stars. Certain events, such as street and sidewalk construction or construction on adjacent property, may at times require the removal or relocation of a Star. If such removal or relocation becomes necessary, the City shall work in good faith with the Contractor to facilitate the relocation of the Star to a mutually agreed upon location. 8. Waiver of Donor. The Contractor shall obtain the written waiver and release of any and all donors or contributors of any rights, title or interest in the Stars. A copy of the waiver is attached to this Agreement as Exhibit "F". The Contractor shall obtain a waiver prior to the installation of any Star not installed at the time of execution of this Agreement. For any Star already installed in the public right of way, the Contractor shall use best efforts to obtain a waiver, and after six months shall report to the City on the status of previously installed stars. If a waiver is not obtained, at the election of the City, the Contractor shall remove the Star at the City's discretion. d� 1�l EXHIBIT "A" PAGE 2 OF 3 502/014034-0001/3035933.3 .03/25/97 • ��B. OWNERSIIIP OF START � IA 10 1. Irrevocable Offer to.Dedicate. The Contractor hereby makes an irrevocable offer to dedicate to City as a gift all,Stars installed in the public right of way pursuant to an Encroachment Agreement, without any further compensation. 2. Acceptance of Dedication. The City may accept the dedication of the Stars in writing at any time during this Agreement, or within sixty (60) days following termination of this Agreement pursuant to Section 4.0, regardless of whether such termination is made by the City or the Contractor. 3. Refusal of Dedication. The City retains tine right to refuse to accept the Stars, and upon such refusal the Contractor agrees to remove the Stars within a reasonable time. C. SELECTION AND DEDICATION OF STARS 1. Selection Criteria. Honorees for the Walk of Stars shall be selected by the Palm Springs Walk of Stars Selection Committee pursuant to selection criteria established by the Committee. The selection criteria shall not be changed without the written approval of the City. A copy of the selection criteria is attached to this Agreement as Exhibit "G". 2. Selection Committee. In consideration for the right to install the Stars in the public right of way, the Contractor agrees that, at such time as the City desires to participate, a City representative shall participate in the selection of each honoree for the Walk of Stars. The City representative, if any, shall be selected by the City Council. 3. Dedication Ceremonies. Contractor shall provide ten (10) days prior written notice of dedication ceremonies to the Contract Officer. EXHIBIT "A" PAGE 3 OF 3 582/014054-0001/3035933.3 a03/25/97 EXHIBIT HEIVET VALLEY 'ONuMENT and MEMORK ADVISORS (909) b45.4627 (l^aun�uir GA 022r. ' (600) 244-3288 - rax (909) 769-6634 I r, Whom It Nlaa t ollcerrl Ke 1t tr•nal u,ed for Palm Springs Walk of Stars The, ntat''rial is of natural grarvte, reddish in color The aize-is 36`06"x2 %0h the top mdc 1olished lhuin,, the prrc•rss of making the piece of grarute look like a star, about 40% of tiro polish ,s rcrrtoved in the area surrounding the star Thn� lcnnt¢ ahr+ut GO°gof the 36"x36" polished Front View Side View :36u 36 36 " 11�wl'/cLI EXHIBIT "B" 14,11)el ValieN Monuments j yHH�ll 11�I1 II((''II All Concrete Pouring As 0TY OF PALM MINGS, 6ALIFORNIA Contractor Must Have This Permit at Subsurface Structures Must Be Done 0 Department of Public Works (, the Job Site or the Work Will Not in the Present of an Inspector CO N S T R U1 CT ION PERMIT Be Inspected. Far the construction of Sheets, Sewers, Stomt Drains and any work wilt Pubk Streets or Rtht of Way 1012, APPLICANT'S NAME(Print) - ICmirxiar,O...Tw .F.a Cm wl ADDRESS PHONE NO. s K E T C N' PHONE 323-SM EXL 9733 (Field Engineering) REMARKS 24 firs. In advance of inspecdo(18 START DATE: WORK DAYS: COMPLETION DATE: JOB FOREMAN: ?"ME CNMCIOtt SUBCONTRACTOR: SUBCONTRACTOR: SUBCONTRACTOR: JOB PHONE. TESTING LAB: CITY INSPECTOR CITYPROJECTNO. BID AMOUNTS PURCHASE ORDER NO. ACCOUNT NO. (Fold Hele) JOB LOCATION Street Address or Oeacrlpton of Locaticn PERMIT N0- 1 2 0 6 8 STREET ADDRESS All work detailed on this permit shall be LIN.FT.AT _PER FT. =S constructed in accordance with the provisions CURB: of this permit to the satisfaction of the City SIDEWALK: SO.FT.AT PER SO.FT. =S Engineer. The Municipal Code of the City of Palm Springs,this Construction Permit.and the PAVEMENT: S0.FT.AT PER SO.FT. =S following standard plans are hereby made a CROSS GUTTER: PER EA. —EA. =S pul of this permit: RIBBON GUTTER: LIN.FT.AT PER LIN.FT =S STREET PLAN Ir DRIVEWAY: PER EA. —EA. =S SEWER PLAN M SEWER MAIN: LIN.FT.AT PER LIN.FT. =S GRADING PLAN ❑ Check SEWER LATERALS: LIN.FT.AT PER LIN.FT. =5 WATER PLAN ❑ Check SEWER CONNECTIONS: PER EA. —EA' =S BUILDING PLAN C Check SEWER MANHOLES: PER EA. —EA. =$ The above referenced sketch, plans, profiles, =$ standard plan, waivers, affidavit bonds. S insurance and the standard specifications of the City of Palm Springs, are hereby included and SURVEY INSPECTION FEE =S made a pan of this permit. Contractor or Permilee is Responsible for Testing, PERMIT FEE =$ (Except City Protects) TOTAL FEES =$ DATE. I have read the above and agree to comply with the THIS PERMIT MUST BEAR provisions of this permit.including the rules printed Accl. 11.3215 ISSUED BY on the reverse of Ibis permit, and to pay for any additional replacement necessary as the result of this work SIGNAHOPi OF APPUCANI OWNER OR ACENr" CITY TREASURER S VALIDATION EXHIBIT '"Cii :. �Err;;n n•+r;IAO/ '�IFIi '.�- .-.:d'; \ ",I,:� 'nvcxlar: ':;a� :oC'rn �.. Ta;u�r- .ay r. i EXHIBIT"D" • L I �all�'` S�ars THE PALM SPRINGS WALK OF STARS MAINTENANCE AND CLEANING PROGRAM In order to maintain the best possible appearance for all stars, The Palm Springs Walk of Stars is responsible for implementing the following procedure: The cleaning of all stars on The Walk of Stars shall take place at least once a year,preferably prior to the beginning of each "season" (approximately September 15 - October 15). All star cleanings shall take place in coordination with the periodic sidewalk cleaning by the Parks,Recreation& Golf Division of the City of Palm Springs.The City will notify contractor at least ten(10)days in advance of the date the sidewalks are to be cleaned.. The City is responsible for cleaning only those stars that are placed within the City right-of-way. All stars shall be cleaned of defacing marks, such as gum and discoloration of various sources and origins. All white backgrounds (lettering, etc.) shall be retouched and all polished areas shall be coated with a non-skid solution. A periodic walk-through shall determine the out-of-schedule cleaning of any star being unusually dirty or stained. The contractor shall respond and start to make repairs of any reported damaged star within ten (10) days of a written notice issued by the City. EXHIBIT "D" EXIIIBIT "E" 110 phi SF2.14 rill Walk Stars THE PALM SPRINGS WALK OF SIARS 'STAR' COST BRFAKDOWN 'Star' manufacturing and delivery $ 850.00 'Star' installation 550.00 'Star' plaque 50.00 Flowers 45.00 Sound 100.00 Office expenses* 365.00 (rent, maintenance, telephone, utilities, supplies, travel/automobile) Administrative* 950.00 Accounting 25.00 Cleaning accrual ('Star' cleaning/maintenance) 25.00 Contingencies 50.00 City of Palm Springs fee 100.00 Insurance 140.00 'Star' cost effective February 14, 1997 $3,250.00 *Office expenses and administrative charges based on a year-around basis of operation. Depending on circumstances, some figures may vary from 'star' to 'star'. EXHIBIT "E" 11.0. Box 8747, Palm Springs, CA 9�2263 • (619) 322-1563 • FAX (619) 322-063i EXHIBIT "F"THE PAL PRINGS WALK OF STARS '00GRAM. WAIVER OF DONOR 1. Palm Springs Walt of Stars Program. The CITY OF PALM SPRINGS, a municipal corporation (herein "City" ) and THE PALM SPRINGS WALR OF STARS (herein "PSWS" ) have agreed that the Contractor shall install solid sandblasted granite blocks (the "Stars" ) in the public right of way to honor prominent personalities associated with the City of Palm Springs . However, the City is concerned with liability to pedestrians and must retain the right to require proper care of the Stars and the right to require removal and/or relocation of the Stars if necessary without incurring liability to the donors . Therefore, City' s approval of the Stars has been based on receiving: (a) An irrevocable offer to dedicate to City as a gift all Stars installed -in the public right of way, and (b) The written waiver and release of any and all donors or contributors of any rights, title or interest in the Stars . It should be expressly understood, however, that the Stars are the property of PSWS and not the City until the offer to dedicate is accepted. 2 . Waiver With Respect to Modification or Removal . The Donor, its agents , heirs, successors and assigns hereby waive any and all rights, title, or interest in the Star towards which the contribution was made. Donor understands that PSWS and/or the City have the right to alter, relocate or remove the Star at any time, and Donor waives any and all rights to receive any notice or to object to the alteration, relocation, removal or destruction of the Star. 3 . Indeimaificat-ion of Donor. PSWS agrees to indemnify the Donor, its agents, heirs, successors and assigns 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, including paying any legal costs, attorneys fees, or paying any judgment (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; acts or omissions of PSWS hereunder. 4 . Waiver of Right to Sue. Donor, its heirs, successors and assigns hereby waive any right to sue PSWS or City of Palm Springs for breach of any written or oral representation with respect to the Walk of Stars Program except that Donor shall not waive any right to enforce the indemnification covenant of PSWS contained in Section 3 above. Name of Star: Date : By: Donor Name: Address 582/014084-0001/3038778.1 .01109/97 XHIBIT "F" EXHIBIT "G" +b STAR DEDICATION CRITERIA r ANO The Pahn Springs Walk of Stars committee has adopted the following star dedication criteria . This, criteria will serve as a guideline to honor deserving and prominent personalities by placing a Golden Palm Star into the sidewalks of Palm Springs. 1. Place: Palm Canyon Drive, Tahquitz Canyon Way and Museum Drive. (avoid areas that are slated for redevelopment.) 2. honorees must have lived in the Greater Palm Springs area, owned real estate, owned a condominium, leased or rented for periods of considerable regularity (preferably 10 years , but no less than 5 years). Honorees must have, by their presence in this area, contributed to the charm, worldwide prominence and name recognition of Palm Springs. 3. Only show business related and local pioneer celebrities will be considered, i.e., stars of film, TV, stage, radio, as well as playwrights, producers, directors, and persons historically linked to the development of Palm Springs. 4. The committee will award a meritorious star to a show business related citizen who has distinguished himself/herself in prominently promoting the village of Palm Springs thereby adding greatly to the worldwide prominence and name recognition of Palm Springs. This meritorious award is limited to two (2) per year. All decisions as to the selection and qualifications of a candidate rest with the committee and are final. 5. Every effort will be made to link a pioneer's star with a historically related location, as well as a celebrity's star with an appropriate location. 6. The total price of each star is presently set at $3,250. This cost includes all expenses related to the manufacturing and imbedding of the star, a city proclamation, a plaque, the sound needed for the dedication ceremony, flowers for lady honorees, publicity, press releases, radio/TV interviews, all office and administrative costs, as well as liability insurance and applicable fees. 7. Any expenses exceeding the above mentioned items, such as "special pomp and circumstances," i.e., bands, celebrity MC, street closure, special security, cocktail reception, etc., must be borne by the sponsoring entity. The Palm Springs Walk of Stars committee, will, however, assist in arranging and handling of these special particulars. The financing of a star and all additional expenses (if applicable), must be resolved and paid in full 30 days prior to the determined star dedication day. H. It is required by law that the Star sponsoring entity signs a "Waiver of Donor" form prior to a star dedication. 9. All business aspects of The Palm Springs Walk of Stars are administered by the Cultural Center of Palm Springs, Inc., a non-profit 501(c)(3) corporation. The decisions of the Cultural Center of Palm Springs board of directors in matters relating to the Palm Springs Walk of Stars, are final. For additional information please call Gerhard G. Frenzel, Chairman (619) 322-1563 EXHIBIT "G" Ni DATE(zM6DD Y 09 96 PRODUCER Weingarten & Hough THIS CERTIFICATE IS II -TJ�A MATTER OF INFORMATION P 0 Box 1866 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Palm Springs CA 92263 COMPANIES AFFORDING COVERAGE (619) 325-2526 COMPANY A First Financial^ Insurance Company INSURED COMPANY Palm Springs Walk Of Stars B ( r p a , j 1 �+ P .O. Box 8747 COMC Palm Springs CA 92263 PANYIII dA I'y 7/1:Js�I(�7 7 COMPANY (619) 322-1563 D �{qIF, 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 EFFECTIVE POLICY EXPIRATION LTR POLICY NUMBER DATE(MM/DDNY) DATE(MMIDD/YY) LIMITS A GENERAL LIABILITY GENES AL AGGREC ATE_ _ 22 , 0 0 0 , O O 0 Y COMMERCIAL GENERAL UABWTY F0253C411212 06/24/96 06/24/97 PRODUCTS-OOMPIOPAGG sl , 000 , 000 CLAIMS MADE OCCUR I PERSONAL fl ADV INJ L URY I S I 0 0 0 , _� --boo -- __t__ J OWNER'S fl CONTRACTOR'S PROT EACH OCCURRENCE I Sir 000 , 000 —Li--- - FIRE DAMAGE(Any one Ere) S 5 0, 0 0 0 AUTOMOBILE MED EXP(Any one Person) S 5 , 000 LIABILITY I ANY AUTO / � / / COMBINED SINGLE LIMIT !, S ALL OWNED AUTOS _-� SCHEDULED AUTOS ` J BODILY INJURY 1c (Per person) S HIRED auros � Cy ------ - - --- -- -- NON OWNED AUTOS BODILY INJURY(Per accident) S ---_-�-- PROPERTY DAMAGE S _ GARAGE LIABILITY gU IgY AUTO TOONLY EAACCIDENT 'i 5 _ OTHER THAN AUTO ONLY - -- --- - - EACH ACCIDENT i S AGGREGATE 'S EXCESS LIABILITY EACH OCCURRENCE S UMBRELLA FORMAGGREGATE jS OTHER THAN UMBRELLA FORM --- - - - S WORKERS COMPENSATION AND (STATUTORY LIMITS EMPLOYERS'LIABILITY _ EACH ACCIDENT S THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE �--'� DISEASE-POLICY LIMIT S 'OFFICERS ARE iE%CL DISEASE-EACH EMPLOYEE!5 OTHER I DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS Certificate holder is listed as an additional insured as respects their interst . Endorsement has been requested from the Company CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Desert Fashion Plaza EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL DeBartolo Properties Management Inc . 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 123 N. Palm Canyon Drive #1000 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Palm Springs, Ca 92262 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTMORI2E0 REPRESENTATIVE ACORD25-S(3193)' oACORD CORPORATION 1993