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HomeMy WebLinkAboutC36290 - 2017 Street Evnt Spnsorship-Westfield CONTRACT NO. C36290 - CITY OF PALM DESERT 7[J! 14 71 SPECIAL PROGRAM .DEPARTMENT '- STAFF REPORT REQUEST: APPROVAL OF WESTFIELD PALM DESERT'DESERT'S 2017 STREET EVENT SPONSORSHIP SUBMITTED BY: Amy Lawrence, Management Analyst DATE: July 13, 2017 CONTENTS: Draft Sponsorship Agreement No. 36_z90 Recommendation By Minute Motion: 1. Approve sponsorship in the amount of $20,000 for Westfield Palm Desert's STREET event scheduled for Friday, November 3, 2017; 2. Authorize staff to finalize negotiations of the subject contract with Westfield Palm Desert for the 2017 STREET event and authorize. Mayor to execute same, subject to the satisfaction of the City Attorney; and 3. Authorize expenditure 'in the. amount of $ 0,000 payable.to Westfield Palm Desert from Account No. 1104-416-4306201. Strategic Plan Approval of Westfield Palm Desert's 2017 STREET event sponsorship would help address the following priorities as specified in the City's 2013-2033 Strategic: Plan, Envision Palm Desert- Forward Together., - Economic Development Priority No. . : Create and attract entertainment and events to enhance and expand the Palm Desert economy and lifestyle, Marketing and Tourism Priority No. 2: Grow existing events and develop new events to enhance the desirability of Palm Desert as a year-round destination. DEscuesion Westfield Palm Desert's STREET event was designed as the kick-off, featured event for Palm Desert's First Weekend'in November. The inaugural event was held on the first Saturday in November 2015, and took place on the third level deck 'at Westfield Palm Desert. An estimated 1,500 people attended the event, which was an interactive celebration of music, art, fashion, and food inspired by street culture. The event featured five live bands, two food trucks, and five retail vendors. In its second year, Westfield opted to move STREETto the first Friday in November so as not to compete with a successful "Day of the Dead" event held in the east valley. Westfield partnered with EMIR for.the 2016 event, which they believe helped increase attendance to 4,000 people. In addition, the 2016 event featured 10 live bands, six food trucks, 20 retail STAFF REPORT APPROVAL OF WESTFIELD PALM DESERT'S 2017 STREET EVENT SPONSORSHIP J U LY 13, 2017 PAGE 2 vendors, seven commissioned artworks. several live murals, an interactive craft area, a skateboard half-pipe with professional skateboard demonstrations, classic cars on display, and much more. Westfield Palm Desert plans to.hoid the 2017 STREET event on Friday, November 3, from p.m. to 10 p,m..and will once again team up with KMIR who has ensured some innovative promotional ideas, In addition to numerous food and retail vendors, Westfield plans to incorporate several cutting-edge art exhibits and is seeking to hire a large name musical act with the intent to draw:attendees from within and outside of the drive market in order to encourage overnight hotel stays. Their attendance goal for this year is.to.reach at least 6,000 attendees. The staff at Westfield Palm Desert feels that STREET has been successful in accomplishing the goals that the event was Initially designed for which were to change the perception of the mall to .a location for up and coming trends; establish more community relations and regional partnerships; and create an event space that could he used by outside agencies looking for locations in the valley. Fiscal Analysis First Weekend is starting its fifth year and has gained much success in collaborating with local community partners. In order for First Weekend to grow,'staff recommends continuing to seed certain featured events that attract visitors from both outside and within the Coachella Valley to shop, dine, and stay in Palm Desert. Due to the significant exposure that Westfield's STREET event brings to Palm Desert, sponsorship in the amount of 20,000 was included in the FY 2017f18 budget. Funds are available in Account Number 110441 B-430 201. Sub ' ed By: Amy Lawr rt e;.Management An st Reviewed by:: Frankie Riddle, 'rector of Special Programs k, - CAALcit Ja oore,.Director of Finance Approval: cauri Aylaiari, City Manager CONTRACT ND. C36290 SPONSORSHIP AGREEMENT DRAFT This Sponsorship Agreement (,Agreement") is entered into this 113th day of July, 2017, by and between the City of Palm Desert ("City') and Westfield Property Management LLC, as agent for WEA Palm Desert commonly known as Westfield Palm Desert ( ontractor).,The City and Westfield Palm Desert are sometimes collectively referred to in this Agreement as the Parties" and individually referred to as "`Party." The Agreement is made in light of the following Recitals: RECITALS WHEREAS, Westfield Palm Desert wishes to create an entertainment event entitled "Street" to attract residents and visitors to Palm Desert. WHEREAS, the City desires to sponsor the "Street" event through funding a portion of the costs associated with the event. NOW,.THEREFORE, in consideration of the mutual promises set forth herein, and in light of the above Recitals, which are hereby made a part of this Agreement, the Parties hereby agree as follows: AGREEMENT 1. Term. The Term of this Agreement shall commence on July 13, 2017 and continue until November '3, 2017 or upon completion of the Westfield Palm Desert "Street" event. 2. Responsibilities of the Parties 2.1 Responsibilities of City. The City shall within its marketing of First Weekend leading"up to the November'3, 2017 event promote the "Street" event in all advertising: and public relations efforts. In all other advertising and public relations throughout the 017- 018 events, Westfield will be listed with ail other community partners: At the City's expense, two (2) moveable, electronic directional signs will be placed at agreed upon locations in the City directing visitors to the event. 13esponslbllities_of VVestfielci Palm Desert. Westfield Palm Desert will prominently feature Palm Desert and First Weekend logos in all advertising including all social media, website banners, e-blasts and in-mall displays. Westfield Palm Desert will feature Palm Desert and First Weekend in all photo and video opportunities including signage and step-and-repeat back drops, Westfield Palm Desert will grant access to all photography and video Page 1 of 7 taken during the event to crass promote on the Citys website. Westfield Palm Desert will coordinate with a hotel located,in.Pa!m Desert to be listed in all media as the hotel sponsor and create and promote weekend hotel packages for the November First Weekend. 3. Compensation. The City shall pay Westfield Palm Desert a total ❑f $ 0,000 in two separate payments of $10,000. The first $10,000 payment shall be due by September 1, 2017. The second $10,000 payment shell be due no later than October 15, 2017. 4. Remedies and Termination. 4.1 Remedies. The Parties agree to provide each other with written notice of nonperformance, unsatisfactory performance, or any other dispute arising from the terms of this Agreement within ten (10) days of the deficiency or dispute being identified. The Parties shall.have thirty (30) days'from receipt of said written notice to correct any performance deficiencies. The Parties may mutually agree to extend the thirty.(30) day cure period. The Parties agree to cooperate in good faith to resolve any performance issues or dispute arising from this Agreement. Either Party in its sole and absolute discretion may waive a default that cannot be cured. 4,2 Termination. In the event any dispute cannot be resolved under these procedures, each Party retains such legal and equitable remedies as it may have under the law to enforce this Agreement. If either'Party defaults under this Agreement and does not timely cure such default, the non-defaulting Party may terminate this Agreement upon providing written notice of termination of this Agreement to the defaulting Party, in which case this Agreement shall terminate. 4.3Termination without cause. Either Party may terminate this Agreement upon at least ninety (90) days prior written notice to the other Party. If Westfield Palm Desert terminates this Agreement, pursuant to this Section 4,3, the City shall be entitled to a pro rata refund of any prepaid amounts, 5. Insurance. Without limiting Contractors indemnification of City, and prior to commencement of the event, Contractor shall obtain, provide and maintain at its own expense daring the term of this Sponsorship Agreement, policies of insurance of the. type and amounts described below and in a form, that is. satisfactory to the City. Page 2 of 7 5,1 General Liability Insurance. Contractor shall maintain commercial general liability insurance with coverage at least as broad as insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000.general aggregate, for bodily injury, persorral.injury, and property damage, including without limitation, blanket contractual liability. If alcohol is sold during the permitted 'activity, coverage must include.full liquor liability. 5.2 Automobile Liability insurance. Contractor shall maintain automobile insurance •at least as broad as Insurance. Services Office form CA 00 01 covering bodily injury and property damage for. all.activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned' or rented vehicles, in an amount not less than $1,000,000 combined single limit for. each accident 5.3 Workers' Compensation_Insurance. Contractor shall .maintain Workers' Compensation Insurance (Statutory Lirr its) and Employer's Liability Insurance (with Iiinits of at least $1,000,000). Contractor shalt submit to City, along with the certificate.of insurance, a Waiver of Subrogation endorsement in favor of City of.Palm Desert, its officers, agents, employees and volunteers. .5.4 Umbrella or Excess Liability Insurance. Contractor may opt to utilize umbrella or excess liability insurance in meeting insurance. requirements. In such circumstances, Contractor.shall obtain and maintain an' umbrella or excess liability insurance policy with limits of not less than 4,000,000 that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth :above, 'including commercial general liability and employer's liability. Such policy or policies shalt Include the following terms and conditions: ▪ A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible'in whole or in part for any reason; • Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; and • Policios shall "follow form' to the underlying primary policies. • Insureds under.primary policies shall also be insureds under:the-umbrella or excess policies 5. Other Provisions Or Requirements. 6.1 Insurance for Subcontractors. All subcontractors shall be included as additional insureds under the Contractor's policies; or the Contractor shall be 'responsible for causing subcontractors to purchase'the appropriate insurance Page 3 of 7 in compliance with the terms of these .Insurance Requirements, including adding the City as an Additional'Insured to the subcontractors' policies. 6.2 P[oof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance Coverage required herein, along with a waiver of subrogation 'endorsement for workers'- compensation:: Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of the event. 6.3 Duration of Coverage. Contractor shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property, which may.arise from or in connection with the performance of the Work hereunder by ontractor,•his/her agents, representatives, employees or subcontractors. 6.4 Acceptable.Insurers. All insurance policies shall be. issued by an insurance company currently authorized' by the Insurance Commissioner to transact business .of insurance In the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size category Class VII (or. larger) in accordance with the latest edition of Best's Key Rating Guide, unless.otherwise approved by the City's Risk Manager. 6.5 aiver_of Subrogation. All 'insurance coverage maintained or procured pursuant to this agreement.shall be endorsed to waive subrogation against the City of Palm Desert, •its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor Or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City of Palm Desert and shall require similar written express waivers and insurance clauses from each of its subcontractors. 6,6 Primary and Non-Contributing Insurance. All insurance coverages shall be primary and any other insurance, deductible; or self-insurance maintained by the indemnified parties. shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. 6.7Additianal_Insured Status. General liability, Automobile Liability, and if applicable; Pollution Liability, policies shall provide, or be endorsed to provide,.that the City of Palm Desert and its officers, officials, employees, and .agents shall be.additional insureds with regard to liability and defense of suits or claims arising out .of the performance of the Agreement, under such policies. This provision shall also apply to any excess.liability policies. 6.8 Additional Insurance. Contractor:shall also procure and maintain, at its own cost 'and expense, any additional kinds of insurance, which in its own judgment may be necessary for:its proper protection and prosecution of the event. Page 4 of 7 7. Indemnification. Westfield Palm Desert shall indemnify, defend, and hold harmless the City of Palm Desert, its officers, employees, and agents from any and all losses, costs, expenses, claims, liabililies, actions, or damages, including liability for injuries to any person or persons or damage to property arising at any time during and/or arising out of or in any way connected with Contractor's activities under the terms of this agreement, unless solely caused by the gross negligence or willful misconduct of the City of Palm Desert, its officers, employees, or agents. 7.1 Force Majeure. Any delay or failure in the performance by either party hereunder shall be excused if and to the extent caused by occurrence of a Force Majeure, Force. Majeure shall mean a cause or event that is beyond the reasonable control of the party claiming Force Majeure.. Force Majeure includes but not limited to, acts of God, fires, floods, rain, heavy wind, earthquake, explosions, riots wars, sabotage, terrorism, vandalism, accident, restraint of government, governmental act, injunctions„destruction of site and other like events. In the event City has advanced funds for the sponsorship to the extent not utilized directly for the event any unused portion shall be returned. 8. Notices. Whenever it shall be necessary for either Party to serve notice on the other regarding this Agreement, such notice shall be seared either in person, by certified mall, return receipt requested to the addresses below. City: City of Palm Desert Palm Desert Civic Center 7 -510 Fred Waring Drive Palm Desert, CA 92260 Mtn: City Manager Westfield Palm Desert: Westfield Palm Desert 72840 Highway 111, Suite 166 Palm Desert, CA 92260 Attn: Diana Grasso Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mall, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9. Legal Costs. In the event of any legal action between the City and Westfield Palm Desert arising out of the obligations of the Parties pursuant to this Page 5 of 7 agreement, the prevailing Party will be entitled to payment of its costs and expenses, including its reasonable attorneys'fees. 10. Binding Effect. Successors. Neither Party shall assign or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other Party, which may be given in such Party's sole and absolute discretion. Any attempt to do. so shall be null and void, and any assignees or transferees shall acquire no right or interest by reason. of such attempted assignment or transfer. This Agreement•shall bind and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns and all. of the Parties thereto shall be' jointly and severally liable hereunder. 11.Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument which shall be binding 'upon' the Parties notwithstanding that the Parties 'may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. 1 . Further Assurances: Whenever requested to do so by the other Party, each Party shall execute, acknowledge, and 'deliver any further conveyances, assignments,, confirmations, satisfactions, releases, powers of attorney, instruments of further assurance,'approvals, consents, and any documents that are necessary, expedient, or proper to complete anything contemplated by this Agreement, in addition, each Party shall do any other acts and execute, acknowledge, and deliver any requested documents in order to carry out the intent and purpose of this Agreement. 13. Modifications. Ail modifications to this Agreement must be in writing and signed by the Parties. 14.Third-Party Rights. Nothing in this Agreement, express or implied, is.intended to confer upon.any person, other than the Parties and their respective successors and assigns, any rights or remedies. 15. Governing Law: Choice of Venue. This Agreement shall be governed and construed in accordance with California law, including the Fair Political Practices Act of 1974. Venue shall be Riverside County. 16.Severabilitv. If any provision of this Agreement becomes or is declared by a court to be illegal, unenforceable or void, that clause will be omitted and the remainder of the Agreement will continue in full force and effect. Such holding shall In no way affect the validity or enforceabirity'of this Agreement. 17. Entire Agreement. -This Agreement is the entire agreement between the Parties and supersedes any prior or' contemporaneous representations, understandings'or agreements, whether written or oral. Page 6 of 7 18.Waiver of Jury Trial. The Parties specifically waive any right to trial by jury in any court with respect to any contractual, tortious or statutory claim, counterclaim or cross claim against the other arising out of or connected in any way to this. Agreement because the Parties hereto, both of whom are represented by counsel, believe that the complex commercial and professional aspects of their dealing with one another make a jury determination neither desirable nor appropriate. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first hereinabove written. CITY OF PALM DESERT Jan C. Fiarnik, Mayor - - — - - ATTEST: Rachelle D. Klassen, City Clerk WESTFIELD PROPERTY MANAGEMENT LLC, as agent for WEA PALM DESERT Diana Grasso, General Manager Approved As To Form: Robert Hargreaves, City Attorney, Page 7 of 7