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2024-26 Old Town La Quinta - Art Sponsorship■ MEMORANDUM athitai DATE: June 24, 2024 TO: Jon McMillen, City Manger FROM: Michael Calderon, Management Analyst RE: Old Town La Quinta - Art on Main Street (AOMS) sponsorship FY 2024-2026 Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: Approved by City Council on City Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Bid Sole Source Procurement Method (one must apply): RFQ Ti 3 written informal bids RFP Select Source Cooperative Procurement Requesting department shall check and attach the items below as appropriate: 101-3003-60149 Agreement payment will be charged to Account No.: Agreement term: Start Date 7/1/2024 End Date 6/30/2026 Amount of Agreement, Amendment, Change Order, etc.: $ 40,000 REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual Amendments or Change Orders! ✓n Insurance certificates as required by the Agreement for Risk Manager approval Approved by: Oscar Mojica Date: 6/24/2024 Bonds (originals) as required by the Agreement (Performance, Payment, etc.) Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) Business License No. LIC-0004418Expires: 7/30/2024 Requisition for a Purchase Order has been prepared (Agreements over $5,000) GEM of the DESERT CITY OF LA QUINTA SHORT -FORM SERVICES AGREEMENT ($25,000 OR LESS) 1. PARTIES AND DATE. This Agreement is made and entered into this 27 day of June, 2024, ("Effective Date") by and between the City of La Quinta, a Municipal Corporation and Charter City organized under the Constitution and laws of the State of California with its principal place of business at 78495 Calle Tampico, La Quinta, CA ("City") and Old Town La Quinta, a California Limited Liability Corporation with its principal place of business at 78100 Main Street #203, La Quinta, CA ("Vendor"). City and Vendor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. TERMS AND CONDITIONS. The Parties shall comply with the terms and conditions in the attached Exhibit "A." 3. SCOPE AND SCHEDULE OF SERVICES. Vendor shall provide to City the services pursuant to the date(s) and schedule(s) described in accordance with the schedule set forth in Exhibit "B." 4. TERM. The term of this Agreement shall be from July 1, 2024 to June 30, 2026, unless earlier terminated as set forth in the attached Terms and Conditions. This Agreement may not extend beyond a period of five (5) years, unless under the City's Fiscal Policies and Procedures this Agreement is exempt from the five (5) year limitation. 5. COMPENSATION. Vendor shall receive compensation for services rendered under this Agreement at the rates and schedule set forth in the attached Exhibit "C" but in no event shall Vendor's compensation exceed Twenty Thousand Dollars ($20,000) per fiscal year (July 1 to June 30) without written amendment. 6. FORCE MAJEURE. The time period specified 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 Vendor including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Vendor shall within ten (10) days of the commencement of such delay notify the City in writing of the causes of the delay. The City shall ascertain the facts and the extent of delay and extend the time for performing the Services for the period of the forced delay when and if in their judgment such delay is justified, and the City's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time periods for performance of services, which are determined by the City to be justified pursuant to this Section, shall not entitle the Vendor to additional compensation unless City expressly agrees to an increase in writing. 7. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 1 8. INSURANCE. In accordance with Section 4 of Exhibit "A," Vendor shall, at its expense, procure and maintain for the duration of the Agreement such insurance policies as checked below and provide proof of such insurance policies to the City. Vendor shall obtain policy endorsements on Commercial General Liability Insurance that name Additional Insureds as follows: The City of La Quinta, its officers, officials, employees and agents. Commercial General Liability Insurance: ® $1,000,000 per occurrence/$2,000,000 aggregate OR ❑ $2,000,000 per occurrence/$4,000,000 aggregate ® Additional Insured Endorsement naming City of La Quinta ® Primary and Non -Contributory Endorsement Automobile Liability: ❑ $1,000,000 combined single limit for bodily injury and property damage ❑ Auto Liability Additional Insured Workers' Compensation: Statutory Limits / Employer's Liability $1,000,000 per accident or disease ❑ Workers' Compensation Endorsement with Waiver of Subrogation Professional Liability (Errors and Omissions): n Errors and Omissions liability insurance with a limit of not less than $1,000,000 per claim 2 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF LA QUINTA a California Municipal Corporation, and Charter City CHRISTINA CALDERON Community Services Deputy Director Required for over $5,000: JON anager ATTEST: EN ,� �► IIL��Z�i-�� MONIKA RADE' A, Cit 'Clerk City of La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California 3 OLD TOWN LA QUINTA a California Limited Liability Corporation n1UnV+'nt,fQS-i-S ,enc WELLS MARVIN President EXHIBIT "A" TERMS AND CONDITIONS 1. Compensation. Vendor shall be paid on a time and materials or lump sum basis, as may be set forth in Exhibit "C", within 30 days of completion of the Work and approval by the City. 2. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government. Vendor shall assist the City, as requested, in obtaining and maintaining all permits required of Vendor by Federal, State and local regulatory agencies. Vendor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her Work. In explanation of the forgoing and not by way of limitation, Vendor shall comply with any Federal, State, and local laws, regulations, orders, and guidelines related to the work provided by the Vendor during the COVID-19 state of emergency declared by the Governor of California and City of La Quinta. Such Federal, State, and local laws, regulations, orders, and guidelines include but are not limited to: Executive Orders from the Governor of California and orders and guidance issued from the California Department of Public Health (DPH); Orders from the Riverside County Public Health Officer; and Emergency Resolutions and Executive Orders from the City Council and City Manager, respectively, for the City of La Quinta. 3. Standard of Care. The Vendor shall perform the Work in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing under similar conditions. 4. Insurance. The Vendor shall take out and maintain, during the performance of all work under this Agreement: A. Commercial General Liability Insurance in the amounts specified in Section 8 of the Agreement for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001), and if no amount is selected in Section 8 of the Agreement, the amounts shall be $1,000,000 per occurrence/$2,000,000 aggregate; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as Insurance Services Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto); C. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per accident or disease. Vendor shall also submit to City a waiver of A-1 subrogation endorsement in favor of city, and D. Professional Liability (Errors and Omissions) coverage, if checked in section 6 of the Agreement, with a limit not less than $1,000,000 per claim and which shall be endorsed to include contractual liability. Insurance carriers shall be authorized by the Department of Insurance, State of California, to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A"; "Class VII" according to the latest Best Key Rating unless otherwise approved by the City. 4.1 Pass Through Clause. Vendor agrees to ensure that its sub -consultants, sub -contractors, and any other party involved with the project who is brought onto or involved in the project by Vendor, provide the same minimum insurance coverage and endorsements required of Vendor. Vendor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Vendor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. 5. Indemnification. The Vendor shall indemnify and hold harmless the City, its Council, members of the Council, agents and employees of the City, against any and all claims, liabilities, (including liability related to exposure to communicable diseases, illnesses, or viruses), expenses or damages, including responsible attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, or any claim of the Vendor or subcontractor for wages or benefits which arise in connection with the performance of this Agreement, except to the extent caused or resulting from the active negligence or willful misconduct of the City, its Council, members of the Council, agents and employees of the City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to the City and the City's attorneys' fees incurred in such an action. 6. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Riverside, State of California. 7. Termination. The City may terminate the services procured under this Agreement by giving 10 calendar days written notice to Vendor. In such event, the City shall be immediately given title and possession to any original field notes, drawings and specifications, written reports and other documents produced or developed for the services. The City shall pay Vendor the reasonable value of services completed prior to termination. The City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. Vendor may terminate its obligation to provide services under this Agreement upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Agreement through no fault of Vendor. 8. Agreement Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than the City and the Vendor. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions A-2 unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the Agreement. Vendor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Vendor is retained as an independent contractor and is not an employee of the City. No employee or agent of Vendor shall become an employee of the City. The individuals signing this Agreement represent that they have the authority to sign on behalf of the parties and bind the parties to this Agreement. This is an integrated Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. EXHIBIT "B" SCOPE AND SCHEDULE OF SERVICES City Duties 1) City agrees to pay the sponsorship fees for the promotion of the following Art on Main (AOM) events being held at Old Town La Quinta during the 2024-2026 season. 2) City currently owns the two unpaved lots located on Main Street, as depicted on Attachment 2, and agrees to allow access to these lots to accommodate overflow parking during AOM events. In the event that the City no longer owns the subject lots at the time the AOM events are held, Vendor shall seek permission for use of the lots from the current legal owner. Vendor Duties 1) Vendor agrees to secure media buys for all events as outlined on the request for sponsorship (Attachment 1). 2) Vendor agrees to provide evidence of paid invoices and submit them to the City within 30 days of completion of the work. B-1 EXHIBIT "C" COMPENSATION FOR SERVICES Compensation for promotional sponsorship of the 2024-2026 Old Town La Quinta Art on Main Street season is not to exceed Twenty Thousand Dollars ($20,000) per fiscal year as outlined in the AOMS Proposed Media Buy 2024-26 (Attachment 3). Payments are to be made in two installments as follows: 1) $10,000 upon execution of agreement 2) $10,000 January 2025 3) $10,000 July 2025 4) $10,000 January 2026 If any of the scheduled events are cancelled, the second installment shall not exceed Ten Thousand Dollars ($10,000) or the media buys paid for AOM events held, whichever is lesser. Vendor is responsible for any amounts in excess of the sponsorship amount as outlined in this exhibit. C-1 ATTACHMENT 1 ART ON MAIN STREET OLD TOWN LA QUINTA To: The City of La Quinta: Mayor Linda Evans; John Pena, Mayor Pro Tem; City Council Members: Kathleen Fitzpatrick, Steve Sanchez, Deborah McGarrey City Manager: Jon McMillen Cc: Christina Calderon, Michael Calderon, Marcie Graham From: Shelley Glickstein, Director, Art on Main Street Re: Art on Main Street 2024-25 & 2025-26 Seasons Date: February 1, 2024 Request for Sponsorship Summary: Old Town La Quinta is planning seasonal Art on Main Street (AOMS) shows for 2024-25 & 2025-26. This series of 8 Saturday art events per season is produced by Shelley Glickstein. The shows remain a community favorite and highlight of the desert season attracting up to 2000 residents and visitors per show to La Quinta's Main Street. Admission and parking are free and the City of La Quinta is the show's Premier Sponsor. We are both proud and grateful to note, that with the City of La Quinta's support, Art on Main Street will be celebrating its 10th year in 2025-26! AOMS continues to be a natural extension of Old Town's role in La Quinta as a timeless architectural landmark and gathering place. La Quinta's Main Street stands as an enduring location for the arts in La Quinta and is central to La Quinta's identity as a walkable village and as an aesthetically -inspired culture and arts destination. Benefits of Sponsorship: • The City's Premier Sponsorship is featured each season in approximately 1.5 million images on CBS, NBC, in The Desert Sun, The Gem, Desert Entertainer, OTLQ social media and newsletter, and social media collaboration with the City of La Quinta. • An estimated 15,000 AOMS guests per season visiting La Quinta's Main Street and supporting local artists and businesses • It is the only major show in Coachella valley dedicated primarily to local artists reportedly generating 30 to 60% of their income. • Sponsorship exposure and community benefits have the unique advantage (compared to other art shows) of running throughout the season in La Quinta. • Good will and community -building established through guest event participation and community partnerships with the City of La Quinta, La Quinta Historical Society, La Quinta Museum, Old Town Artisan Studios and cross promotion of events with the Chamber and La Quinta Art Celebration. Art on Main Street • Generates business license and sales tax revenue for the City. 2024-25 AOMS Dates: 8 Saturdays, 10 a.m. to 4 p.m. 2024: November 30, December 14; 2025: January 4 & 18, February 1 & 15, March 8 & 22* Proposed 2025-26 AOMS Dates: page 2 2025: November 29, December 13; 2026: January 3 & 17, February 7 & 21, March 7 & 21* *Final confirmation of dates depends on confirming that there are no conflicts with major City events or concerns. Request for Sponsorship: $40,000 Total 2024-25: Requested Sponsorship - $20,000 Media buys ($2500 per show) 2025-26: Requested City Sponsorship: $20,000 Media buys ($2500 per show) 2024-25: OTLQ Estimated Direct Ad/Marketing Expenses: $16,000** 2025-26: OTLQ Estimated Direct Ad/Marketing Expenses: $16,000** 2024-25 & 2025-26 Estimated Overall Expense per Show: $18,000-$22,000 (Variance based on possible show cancellations/reschedules & cost of supplies) 'Photography, TV commercial production, printing of 12,000 rack cards, posters, signage, graphic design for ad campaigns and collateral materials, 6 -month media buys in publications and/or social media. digital newsletter inclusion and press editorials. Does not include operational or administrative expenses. Venue is donated by OTLQ. Sustainability & Sponsorship: With 8, 6 -hour shows or 48 hours per season to generate enough income to sustain AOMS, we continue to operate on an efficient financial margin. Show admission, parking and artist applications remain free to make art accessible to the community. The City of La Quinta's Premier Sponsorship remains critical to the show's sustainability. There is, also, the intention to continue to increase our donations to our non-profit partner, the La Quinta Historical Society in 2024-2026. At the close of the 2022-23 season, in addition to the donation to La Quinta Historical Society, a donation was also made to La Quinta High School for an art project as well as a one-time donation to UNICEF for the children of Ukraine. Thank you for your consideration of support for the 2024-25 & 2025-26 seasons. Contact: Shelley Glickstein: shelleyglickstein@ymail.com or 310-986-5444 ATTACHMENT 2 •— :66,07 4 ''� •.14Y,�,ps"ii&: Y F�;`y7?I 4`-74 _ ... t . nta Ro a.Resort Wiliton Re`nt`al mpalle:Tamplco` araltp. ampic l ampleo pQbTa .'k • Air. '•iVasp , ell pic Tampic•, zy. cXelle Lan•markA%Old • .•r;. Tow Lai)uinta Atankai'Aved Temporarily bsea ..yAl xandnle Actrre • B GolfiZ •—* OldTown,La Qitinta 1 wK: tppm.3.meo Tick Tock Watch & Clock Shop 9O1 -Town Nails & Spa !� Le Chateau. RD'Rr1NR.Libations Pmts & Plate e,ut..el., i,. _ jAztrisit assage Sohs Wealth' Management Y WO La Quinin Brewing Lo !Old Town."Taproom\ 4 r;t�relia'sFruit s and More rad-Scnmett stale Group Eths. tG_ntr, The on MBiny P r, �rCeal. cele: f' ' Cornerstonej. .y� `• t Covenan>r Churc i I'Avenid Avenida -La Fonda ATTACHMENT 3 AOMS PROPOSED MEDIA BUYS 2024-25 & 2025-26 Media Nov. Dec. Jan. February March Totals 2024-25 Gem CBS -TV NBC-TV Total 2025-26 Gem CBS -TV NBC-TV Total Specific advertising prices are subject to change as estimates are pre -contract.