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2019 Old Town La Quinta - Art Sponsorshiptev Qa�Kra -- GEM ofrbr DESERT — MEMORANDUM TO: Jon McMillen, City Manager dM FROM: Lisa Chaudhry, Administrative Technician DATE: November 27, 2019 RE: Sponsorship Agreement with Old Town La Quinta Attached for your signature is the Short -Form Agreement with Old Town La Quinta for sponsorship fees to the Desert Sun, CBS, Desert Entertainer, and Canada South for the promotion of Art on Main, Health & Wellness Festival, and Spring Music Series. Please sign the attached agreement and return to the City Clerk for processing and distribution. Requesting department shall and attach the items below as appropriate: _X_ Contract payments will be charged to account number: 101-3003-60149 _X_ Amount of Agreement, Amendment, Change Order, etc.: $25,000 N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not meet the definition in FPPC regulation 18701(2). Authority to execute this agreement is based upon: N/A Approved by the City Council on _X_ City Manager's signature authority provided under Resolution No. 2019-021 for budgeted expenditures of $50,000 or less. This expenditure is $ and authorized by Director N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection The following required documents are attached to the agreement: _X_ In u ance certtify aces as required by the agreement (approved by Risk Manager on N date) N/A Performance bonds as required by the agreement (originals) _X_ City of La Quinta Business License number: LIC-0004418, exp. 7/31/2020 _X_ A requisition for a Purchase Order has been prepared (amounts over $5,000) t(VQra 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 1st day of October, 2019, ("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 78-495 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 November 1, 2019 to June 30, 2020, unless earlier terminated as set forth in the attached Terms and Conditions. 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-five Thousand Dollars ($25,000) 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 1 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. 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 (above) ® Primary and Non -Contributory Endorsement Workers' Compensation: ❑ Statutory Limits / Employer's Liability $1,000,000 per accident or disease ® Workers' Compensation Endorsement with Waiver of Subrogation 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 Resources Manager Required for over $15,000: �"CMILLEN ty Manager ATTEST: U ito MONIKA RADEVV City Clerk City of La Quinta, California APPROVED AS TO FORM: LLIAM H. IHRKE, City Attorney City of La Quinta, California OLD TOWN LA QUINTA, LLC. a California Limited Liability Corporation W A � — WELLS L. MARVIN, President Marvin Investment, Inc. Managing Member 3 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. 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 7 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 7 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 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 F—A l 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. 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, 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 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 A-2 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 TO THE DESERT SUN, CBS, DESERT ENTERTAINER, AND CANADA SOUTH AS OUTLINED IN EXHIBIT C, FOR THE PROMOTION OF THE FOLLOWING ART ON MAIN EVENTS BEING HELD AT OLD TOWN LA QUINTA DURING THE 2019-20 SEASON: • ART ON MAIN (AOM) • 2019: NOVEMBER 9 & 30 • 2020: JANUARY 4 & 18 2020: FEBRUARY 1& 15 • 2020: MARCH 14 & 28 2) THE CITY AGREES TO PAY SPONSORSHIP FEES ASSOCIATED WITH PROMOTING THE FALL AND SPRING EVENTS AS OUTLINED IN ATTACHMENT 2. ALL FEES TO BE PAID DIRECTLY TO VENDOR. • HEALTH & WELLNESS FEST • 2019: NOVEMBER 29 ■ SPRING MUSIC SERIES • APRIL 2020 • MAY 2020 • JUNE 2020 ALL INVOICES TO BE SUBMITTED TO THE CITY WITHIN 30 DAYS OF COMPLETION OF THE WORK, ATTENTION ACCOUNTS PAYABLE. VENDOR DUTIES OLD TOWN LA QUINTA AGREES TO SECURE MEDIA BUYS FOR ALL EVENTS AS OUTLINED ON PROPOSALS (ATTACHMENTS 1 AND 2). B-1 EXHIBIT "C" COMPENSATION FOR SERVICES ART ON MAIN (AOM) 2019-20 SEASON (ATTACHMENT 1): f1FCFRT Cl IN • PRINT NOVEMBER................................................................................. $11150 DECEMBER.................................................................................... $575 JANUARY.................................................................................... $1,150 FEBRUARY..................................................................................... $575 MARCH....................................................................................... $1,150 SUBTOTAL ................................... $4,600 • TABS NOVEMBER................................................................................. $1,630 DECEMBER................................................................................. $1,100 JANUARY.................................................................................... $1,650 FEBRUARY..................................................................................... $550 MARCH.......................................................................................... $550 SUBTOTAL ................................... $5,480 CBS -TV (KPSP LOCAL 2) • TV COMMERCIALS NOVEMBER.................................................................................... $2,500 DECEMBER................................................................................. $1,000 JANUARY.................................................................................... $2,500 FEBRUARY.................................................................................. $1,500 MARCH....................................................................................... $1,000 SUBTOTAL ................................... $8,500 DESERT ENTERTAINER NOVEMBER - MARCH.................................................................... $1,750 CANADA SOUTH NOVEMBER & FEBRUARY.................................................................. $500 ART ON MAIN 2019-20 TOTAL:......................................................... $20,830 C-1 HEALTH & WELLNESS FEST:............................................................... $2,000 SPRING MUSIC SERIES: ..................................................................... $3,000 GRAND TOTAL FOR 2019-20 SEASON: .............................................. $25,830 CITY SPONSORSHIP CONTRIBUTION NTE...................................... *$25,000 *OLD TOWN LA QUINTA TO BE RESPONSIBLE FOR ANY AMOUNTS IN EXCESS OF THE SPONSORSHIP AMOUNT AS AFOREMENTIONED. C-1 ART ON MAIN STREET AD SPONSORSHIP 2019-20 Desert Sun Nov Dec Jan Feb March Print 1150 575 1150 575 1150 Tabs 1630 1100 1650 550 550 CBS 2500 1000 2500 1500 1000 Desert Entertainer 350 350 350 350 350 Canada South 250 250 ATTACHMENT o, Total 4600 5480 8500 1750 500 Total $20,830 Notes: Billing months are approximate because some ads run from the end of 1 month to the first day or 2 of the next, so companies may show charges in the former or latter month. Totals are the same.