HomeMy WebLinkAbout03602 - SPECTRUM AUCTION CO MARIK MO 5652 Spectrum Auction Co.
• Assign of Contract
•Fred J. Marik
P.S. Car Classic
AGREEMENT #3602
ASSIGNMENT OF CONTRACT M06111_3_4-98
For consideration received, the adequacy and sufficiency of which is hereby acknowledged,
Fred J. Marik, formerly the principal of Classic Marketing Ltd., hereby assigns to Spectrum
Auction Company all of his rights and obligations under the contract between Classic Marketing
Ltd. and the City of Palm Springs dated February 9, 1996, being Agreement No. 3602.
By accepting this assignment, Spectrum Auction Company assumes and agrees to fulfill all
obligations under the assigned contract, and that all terms of the original contract shall apply with
full force and effect and agrees to indemnify and hold City harmless, including payment of any
judgment, from any attorney fees or legal cost resulting from any legal challenge to the validity
of this Assignment.
Executed at Palm Springs, California, on �P 1998.
Assignor: Assignee:
Fred J. Marik, formerly the
principal of Classic Marketing Ltd. Spectrum ucti6n Cpifipany
By: red Marik By Stanley.,kalml
v
CONSENT OF THE CITY
The undersigned hereby consents to the assignment of the contract to the Assignee, waiving none
of its rights thereunder as to the Assignor or as to the Assignee herein and provided that Assignee
shall hold City harmless from any award of damages, legal cost or attorney fees incurred to
defend or resulting from any legal action challenging the validity of this Assignment.
CITY OF PALM SPRINGS
Bl)_ By:
City-)Clerk Cit Manager
Received and Approved
h7 u aCcJ�
Fred J. Marik
Assign of Contract
OE. J. Urbanovitch
P.S. Car Classic
AGREEMENT #3602
ASSIGNMENT OF CONTRACT M06110>_ 3 1-98
ry-v
For consideration received, the adequacy and sufficiency of which is hereby acknowledged, E. J.
Urbanovitch Enterprises, Inc. hereby assigns to Fred J. Marik, formerly the principal of Classic
Marketing Ltd., all of its rights and obligations under the contract between Classic Marketing Ltd.
and the City of Palm Springs dated February 9, 1996, being Agreement No. 3602.
By accepting this assignment, Fred J. Marik assumes and agrees to fulfill all obligations under the
assigned contract, and that all terms of the original contract shall apply with full force and effect
and agrees to indemnify and hold City harmless, including payment of any judgment, from any
attorney fees or legal cost resulting from any legal challenge to the validity of this Assignment.
(
Executed at Palm Springs, California, on W Oa,.J, 1998.
Assignor: Assignee:
E. J. Urbanovitch Enterprises, Inc. Fred J. Marik, formerly the principal of
Classic Marketing Ltd.
e�—ro V, ��J' .g�k�
By: Earl Underwood By: Fred J. Marik
CONSENT OF THE CITY
The undersigned hereby consents to the assignment of the contract to the Assignee, waiving none
of its rights thereunder as to the Assignor or as to the Assignee herein and provided that Assignee
shall hold City harmless from any award of damages, legal cost or attorney fees incurred to
defend or resulting from any legal action challenging the validity of this Assignment.
CITY OF PALM SPRINGS
By:(
City/Clerk City M nager
Received and Approved
E. J. Urbanovitch
0
Assign of Contract
Classic Marketing Ltd.
AGREEMENT #3602
M05748, 6-5-96
ASSIGNMENT OF CONTRACT - - — - -
For consideration already received, Classic Marketing Ltd. hereby assigns to E. J. Urbanovitch
Enterprises, Inc. all of its rights under the contract between Classic Marketing Ltd. and the City
of Palm Springs dated February 9, 1996, being Agreement No. 3602.
By accepting this assignment, E. J. Urbanovitch Enterprises, Inc. assumes and agrees to fulfill
all obligations under the assigned contract.
Executed at Palm Springs, California, on 1996.
Assignor: Assignee:
Classic Marketing Ltd. E. J. Urbanovitch Enterprises, Inc.
By: Fred Marik By: Earn derwood
t
CONSENT OF THE CITY
The undersigned hereby consents to the assignment of the contract to the Assignee, waiving none
of its rights thereunder as to the Assignor or as to the Assignee herein.
CITY OF PALM SPRINGS
By'
_- -
City C nrTc City Manager
Received and Approved
APPFCVEO PY",i' [- a:;B`rV COUNCIL
Classic Marketing Ltd.
Production of P.S. Car Classic
5 Yr Agr
AGREEMENT #3602
M05652, 11-1-95
CONTRACT SERVICES AGREEMENT FOR
PALM SPRINGS CAR CLASSIC
THIS CONTRACT SERV S GREEMENT (herein "Agreement") is made and
entered into this __21 d, day of_ 1996 by and between the CITY
OF PALM SPRINGS, a municipal corporation (heron""City") and CLASSIC MARKETING
LIMITED (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 "A" and incorporated herein by this reference, which services may
be referred to herein as the "services" or "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.
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 Television and Film Revenues. In consideration for the services to be
rendered by the City pursuant to this Agreement and for the City's agreement to sanction the
Event (as such term is defined in the Scope of Services), Contractor shall pay to the City an
amount equal to two percent (2%) of the shooting production budget of any and all television
or theatrical or other movie productions of the Event ("Film Fee"). Contractor shall deliver to
the City a copy of said shooting production budget certified as being true and correct by certified
public accountant prior to the commencement of shooting. Contractor shall pay the Film Fee
to the City no later than thirty (30) days after the completion of the shooting. Notwithstanding
anything contained herein, the City reserves the right to use promotional films from Event film
footage, provided such rights do not preclude the Contractor from granting broadcast rights to
the same footage.
2.2 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 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.
2.3 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
2.4 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 2000 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:
Fred Marik. President
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 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 Assi nment. 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. Neither 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 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.
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 on the part of the City, its officers, agents or employees, but excluding such claims
6
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 being designed, Contractor shall promptly notify the Contract Officer of said fact,
7
circumstances, technique or event and the estimated increased or decreased cost related thereto
and, if Contractor is providing designs 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; provided, 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 A aig 'nst 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 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 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 InWretation. 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
or sections of this Agreement that are hereby declared as severable and shall be interpreted to
10
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: Valcorp
B. /Clerk
APPROVED AS TO FORM:
RUTAN & TUCKER
City Attoidey
CONTRACTOR:
CLASSIC MARKETING LIMITED
By:
Name: v��
Title:
By:
YIIAT�``°:.',GTir"G;;`,?f i[ ?"` P Name:
byk °.;t,. [':9�<:�. Title:
l/!!
Address: 676, 9Q� o-7-ro
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 Contractor 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
5. Contractor sfall have the right, subject to the revie•d 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 night 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:
1. 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 terms 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, $2,500 primarily to cover the cost of City
services.
6. City shall make available City facilities, such as the Leisure Center, for signage,
ticket sales and other activities at the discretion of the City.
EXHIBIT "B"
TO CONTRACT SERVICES AGREEMENT
PAGE 1 OF 1
E=IT "C"
SCHEDULE OF PERFORMANCE
1996 PALM SPRINGS CAR CLASSIC
MTFDLn.E OF EVENTS
Thursday-March 28
7 PM Mari Car Show at Vrlla pFest
Friday-March 29
6 PM-9 PM Cmise-In Patin Carryon-Registration
6 PM- 10 PM Spxxtrvm Classic Car Auction
7 PM- 11 PM Entertainment at Various Locations Downtown
Saturday-March 30
10 AM- 10 PM Spectrum Classic Car Auction
10 AM-Noon Cndtie-In Pahn Canyon-Registration
10 AM- U PM Pahm Canyon Drive Closed to Traffic
10 AM-Noon Show Set-Up on Palm Canyon Drive
7 PM- 11 PM Sponsor Party
9 PM Cruise-In Palm Canyon-Awards Presentation
Sunday-March 31
7 AM-9 AM Contours dTlegance-Registration
9 AM-Noon Concoras dTlegance-Judging
10 AM-6 PM Spectrum Classic Car Auction
10 AM-4 PM Contours d'Elegance-Open to the Public
1 PM Contours dTlegance-Concert on the Green
3 PM Contours dTlegance-Awards Presentations
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
PAGE 1 OF 1
AUG-01' 97 (FRI) 14 41 PALM SPRINGS TOURISM, 760 323 3021 P. 002
�r .• ♦ a• IY.JM "UP16K MU,OF75PORT$ •v.• rr��
TO 91 sg9wg83 PAGE,ovaecas
COMPICATE OF INSURANCE 317698 � 4/14 97
— —�__.
Nor mwo 03W On
t1p.
InSOTame GrOOp, Iep. TH4 CLTWOME*�ASAMATER CF KVOFUPRVN
Md,�awx Kay NO MrnB ,tea, THEown iw
Box 2338 mlm'Mi=wv now ByaT Twi aatc�aaanh
Wayne, In 46801
�PAMBS A��
E.J. RRBIINOV2TC8 .8}M'EAPRTSES I.CTta11 A TIC XN&VpARCB CQI�hAY
�E�►AN1'�
LgTTM
TF16 xto alarrTM~!r,,,B aOfRAs v Uinta#Ipp,r IVY!pF iMEa 1D the srlY4tmAV�F Fv17Fti
�+�.�r��'CTrirdsoohanw�NOF�oor+nlwTa�oaxnoapwNrxerNwwuCw�NAr�eeiaieaan rees+t tHewera,r�p�ncro®errnk�acacopw®�B,aaal+ecr�or,Lneto�s Faz uuesrnmwr<TpMi�1iG1 i,%x,E•S lwii blCi//f NM HAIE�{T! ry rwe Myyt
ea rn�r Or noacr roi~ 00=w9pomm
ww va+oomrf oo€aouOcmA LAM[i,aid
12:CIM 12 a 0]�Ix tiler
A 0%rmmw® 375053.9300 4/17197 4121/97
❑O�rA#farrow Rot i 0
❑ w i
As S
&=Mawr L"" fa.r
Am am F
ftw
Cl
m e ti'"` 0�
841wr a.r�uwtM �
.r e�
ter► dit
AMC F
. x
TYPE OF Rvjwt ?a PALL 5PVXKGS CAR CLASSIC
LOCAftOws #=X CAX rW DRM, PALM SPRINGS, CS
CITS OR PAGE SPRIUM 3NOW.0 ANY OF THE ABUM COMM POLIM DE
3200 X.
5F rBQ8,ICA wnnTeN�tREmtrieaocfrxra[�IptblRwwmtpni
marts sPxi9CS. GI 9Za63-2743 ��raaaarvt:wM��tsua�NCR�s�uu.e�evaEno
ms CA 110„rowTN6 ooKr�rr,
A& Ask
ATE
7DEALER
RQ. CERTIFICATE F LIABILITY INSURAN D03/15 002
805 584 0471 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
COVER INSURANCE SERVICES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ASY STREET, SUITE 7A ALTER THE COVERAGE AFFORDED BY THE POLICIES43jE-O N.
ALLEY, CA 93065 INSURERS AFFORDING COVERAG �,INSUR -INSURER A: DISCOVER PROPERTY&CASUALTY U 9 -
SPECTRUM AUCTION COMPANY INSURER
SUPERIOR AUTO AUCTION GROUP, INC. DBA: INSURER C: (o I�LEr
14051 LONG VALLEY RD i -
INSURER D:
HIDDEN HILLS, CA 91302
INSURER E: L �
COVERAGES
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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLICY EFFECTIVE POLICY EXPIRATION
INS. TYPE OF INSURANCE POLICY NUMBER LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000._
A X COMMERCIAL GENERAL LIABILITY D072AO2363 3/1/02 3/1/03 FIRE DAMAGE(Any one lire) 5
CLAIMS MADE OCCUR MED EXP(Any one person) 5 _ _ 1,000.
PERSONALS ADV INJURY $ 1 000000
GENERALAGGREGATE S 3,000,000.
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP ADS 5 1,000,000.
POLICY F7 PRO LOG
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
(Ea accident)
ANY AUTO
ALL OWNED AUTOS BODILY INJURY $
(Per person)
SCHEDULED AUTOS --
HIRED AUTOS BODILY INJURY S
(Per accident)
NON-OWNED AUTOS
PROPERTYDAMAGE S
(Per accltlenl)
GAR AGE LIABILITY AUTO ONLY-EA ACCIDENT $ 1,000,000.
rA X ANY AUTO D072AO2363 3/1/02 3/1/03 OTHER THAN EAACC 5 1,000,000.
AUTO ONLY: ASS $ 3,000,000.
EXCESS LIABILITY EACH OCCURRENCE $ ---
OCCUR CILAIMS MADE AGGREGATE S
DEDUCTIBLE $ -- -
RETENTION S $
WC TATU� OTH
WORKERS COMPENSATION AND TORY LIMITS ER
EMPLOYERS'LIABILITY E.L.EACH ACCIDENT 5
E.L.DISEASE-EA EMPLOYEEI $
E.L.DISEASE-POLICY LIMIT 5
OTHER
DESCRIPTION OF OPERATIONWLOCATIONS EHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CITY OF PALM SPRINGS, PALM SPRINGS EVENTS PARTNERSHIP AND 222 CLUB ARE NAMED AS ADDITIONAL INSUREDS AS
RESPECTS THE APRIL 5 THROUGH APRIL 10, 2001 EVENT HELD AT THE FOLLOWING: CONCOURS D'ELEGENCE, O'DONNELL GOLF
CLUB, CITY OF PALM SPRINGS, PALM SPRINGS MARQUIS, INC., ALL OFFICERS AND EMPLOYEES, CRUISE, PALM CANYON DRIVE
BETWEEN ALEJO&BARISTO, BETWEEN TAHQUITZ&BARISTO, AUCTION, PALM SPRINGS MARQUIS HOTEL.
CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
CITY OF PALM SPRINGS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
P.O. BOX 22743 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
PALM SPRINGS, CA 92263 REPRES ATIVES.
AUTHOR P ENT I
ACORD 25-S(7/97) O ACORD CORPORATION 1988