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Home My WebLink AboutRatify Expenditures for Fashion Wk El Paseo Food & Wine 2016Contract No. C34950 CITY OF PALM DESERT ECONOMIC DEVELOPMENT DEPARTMENT STAFF REPORT REQUEST: RATIFY EXPENDITURES ASSOCIATED WITH THE RELOCATION OF FASHION WEEK EL PASEO AND FOOD & WINE FESTIVAL PALM DESERT TO PALM SPRINGS LIFE IN THE AMOUNT OF $31,533.71 SUBMITTED BY: Ruth Ann Moore, Economic Development Manager DATE: May 12, 2016 CONTENTS: City Manager approval memos for costs Recommendation: By Minute Motion, ratify reimbursement expenditures to Palm Springs Life in the amount of $31,533.71 for costs associated with the relocation of Fashion Week El Paseo and Food & Wine Festival Palm Desert. Funds are available in the Economic Development Budget for Fiscal Year 2015-2016. Executive Summary: Funding for costs associated with the relocation of Fashion Week El Paseo and Food & Wine Palm Desert were approved within the Fiscal Year 2015-2016 Budget. Palm Springs Life paid for structural engineering costs associated with securing the tents to the parking structure and rental location upfront and were reimbursed by the City. By combining these costs rather than paying each business individually, the total amounts exceeded the signing authority of the City Manager for a specific project or occurrence and therefore requires a ratification of the City Council. Relocation fees that were reimbursed to Palm Springs Life include the following: • Walker Parking Consultants — development of structural calculations to support the occupancy loads for the events. $ 4,700.00 • Al Party Rental — costs associated with drilling, fabrication and installation of anchor plates to hold the tent structures. $ 6,833.71 • The Gardens on El Paseo — costs associated with renting the parking structure as a location for the event. $20,000.00 TOTAL $31,533.71 Funds were approved in the 2015-2016 Fiscal Budget for costs associated with moving the event to the parking structure and no appropriation is required. Contract No. C34950 Staff Report Ratification of FW expenses May 12, 2016 Page 2 of 2 Strategic Plan Obiective Fashion Week El Paseo and Food & Wine Festival Palm Desert contribute to both the Economic Development and Tourism and Marketing elements of the City Envision Palm Desert Strategic Plan. Specifically, event creation contributes to: • Priority No. 3 of the Economic Development element —Create and attract entertainment and events to enhance and expand the Palm Desert economy and lifestyle; and • Priority No. 2 of the Marketing and Tourism element —Grow existing events and develop new events to enhance the desirability of Palm Desert as a year-round destination. Fiscal Analvsis: Fashion Week El Paseo and Food & Wine Festival Palm Desert have become unique, signature events for Palm Desert that encourage out of town guests to extend their visit to the City and patronize its shops, restaurants, and hotels. Spurred by the significant exposure that the City receives via advertising, public relations, and online and direct marketing efforts, these visitors help generate the sales tax and transient occupancy tax revenues that add into the City's general fund. Staff recommends approval of the above motions. Submit y: uth nn Moor Economic Development Manager Reviewed: 400 Janet re ctor of Finance Approval: Idsti McCarthy nteri City Manage Department Head: Wrtin Alvarez Director of Economic Development Rudy �osta Assistant City Manager G F.con Development%Rtit h Ann Moore\STAFF RLPORTS\Pashion Week ratification ofexpenses docx Contract No. C34950 MEMORANDUM TO: John Wohlmuth, City Manager FROM- Ruth Ann Moore, Economic Development Manage s, CC: Martin Alvarez, Director of Economic Development DATE: September 24, 2015 SUBJECT: Approval of costs associated with tent studies for Fashion Week ATTACHED: Palm Springs Life invoice and canceled check Structural reports Attached is the invoice and corresponding canceled check from Palm Springs Ufe for Walker Parking Consultants. Walker performed the code analysis for the occupancy load of the parking structure at the Gardens on El Paseo to determine if the Fashion Week tents, equipment and participants can be supported. In addition Walker performed an analysis of the roof level to determine the structural member stresses, deflections and capabilities, Structural reports are attached and this completes the second and final phase to determine that the parking structure can be used for the Fashion Week and Food & Wine events_ The next portion of the project the City has agreed to fund will occur closer to the event with the scanning of the concrete and drilling and installation of the hooks to secure the tent: Staff recommends, approval of this cost for analysis of the site and funds are available in Professional Administrative Expense, Account No 1104430-4309000. Please contact me if you have any questions. Wohlmuth, City Manager SSG �700.O,0 I Contract No. C34950 i Reurt PubHUflons lime Desert Publications, L)r- PO Box 2724 Palm Springs, CA 92263 BILLING ADDRESS Ruth Ann Moore Clty of Palm Desert 73510 Fred Waring Dr Palm Desert, CA 92260 Invoice # Invoice Date Customer Payment Terms Due Date Customer PO # ADVERTISER City of Palm Desert, ID: 183 73510 Fred Waning Dr Palm Desert, CA 92260-2578 991756 09=2015 City of Palm Desert, ID: 183 Net 30 Days 10/23/2015 ii:1'f:� 1'..) '" '�r'i:,l:` l" -t. i _. .'X'.•; 1 i.S..:`.=="•'.- ;t. �' `en!%41 ] 5i'Q jj�'i�,•, :;j;M �L; �,�EDI7'I'r ' ISii!';c �F ,fir1_.Y �� {!� 1,.;... �,}, t:;., TAL•'w"; / p`, .s :S i`,;` ATE{'•. ( 7• �' .�► 1 Ji ?i'„<..:. �- Lr'.• ..fa �.- _�.: ,r• .t S�� y �y li'iYr:,!!• . +." !!ti♦i:lt{ill! �:'.. ..,..:{tl [. ..a,M!-'ifj. :Kilill•rtiii:. f ti�Iri Ti'1,:. ;�.iv�.Vd:"F l rSil ir...�.1 � 2' f 9:'rlH i 4 a: if' :R.4. R Message: Engfneering Services from Walker Parker Coasultarats 1 Subtotal Taoc Payments 6 Credits BALANCE VUE $4,700.00 $4,700.00 $4,700.00 $0.00 $0.00 $4,700.00 --------------------------------------------------------------------------------------------- REMMANCE STUB TO DESERT PUSUQUIONS, INC. Invoice # j 991756 1 Dade 109123/2015 + Custourer ID ID: 183, City of Palm Desert Amount Enclosed: I Make Checks Payable to: Desert Publications, Desert Publications, Inc. PHONE (760) 325 2333 Inc. PO BOX 2724 FAX (760) 325.6097 Palm Springs, CA 92263 LMd* Card 1nf6rMgfpa Master Card Visa American Express Name on card: Credit Card Number. Exp. Date. Security Code: Card Holder Signature. Amount to charge: I re invoice W"K= Ramlt to: 36S 5�Z Etre�R W+ly Chlcalle, IL 608711-1301 Billing Inge IMS: (a47) tf4 -W411 Out Upon Rot$Tpt Michael Mathews Paim3pdaga we J* 31, ?.015 306 a Vdtan Canyon Dilva Invoice No: 37aM 300M Palm Spm'mal CA 82262 Project Manepea Kevin W&Wm project 374533.00 The Gardens an II Pam Parking Cat %tat Fee V00.00 Peroem Complete 100.00 Total Earned 4,700.0D Previous Fee BNira 0.00 Current Fee FNM4V 4,704.0a Total Fee 4,TOQaO Tout Inls IMICS S 4,T 00.S10 Current Mor Toot ellitnp to Dsts 4.70AM coo 44700" Ca Tespondence to: 606 S C9ve St Ste 1100, Los Angetes, CA 90014 n 1;510 -Oo Walkw Pang Consultants teva Iac FEW: 3S-1782774 - A Michigan CoMorfon. s x 'Print Previcvd �1 Stops - Images - Search® 1mAQe Frond; A94ac DesertPablit;a�tls InG ""�'�'� 1 eel �onu. Ipw as n.wnaa+fwua Odmmao Delm /f 'Coat: Wdarf+s4M9t�Mlbnb . ! 1 oft3M2F$&V^y CMmm L NW04308 raae41DIO 3?2000W1l;Mglo1,. f313470000.0 knife Backe ,4PWaMNQWe:aKWt ONTO wo emll fONfefMir PATMALL OZIOH14 MUM M14 Rsve sasa on fffoassUSIMn aam o.tar, Mount 4.700,42 Account 1pelbs lA9 wnl Nw w:: 1939315252IMERTMOM Cesat4: 4"M RDYan2 Nwdw. u1 W2laz PoWnpDstse DWSA04a OeslY L K CMCK PAID Aso►Dftec Otf3iP I HanSgwnuNumt, 0412413213 AmiiaoeAlumDeW atl000a7.aon00000�Taaa» CHECK OCopyright 2=-2 tsv4akFargo.04IMOMthsawd. r Page i of I hags:l/wetlssulte,vh-elisforgv.com/sps/printlmages_do 9/23/201 S Contract No. C34950 1312 y MEMORANDUM TO: John Wohlmuth, City Manager FROM: Ruth Ann Moore, Economic Development Manager CC: Martin Alvarez, Director of Economic Development Rudy Acosta, Assistant City Manager DATE: September 24, 2015 SUBJECT: Approval of costs associated with drilling and anchor plates for Fashion Week tents ATTACHED: Al Party Contract with Palm Springs Life Attached is the updated cost associated with drilling and anchor plate installation for the Fashion Week tents located on top of the Gardens parking structure. Once the scanning of the parking deck was completed it was determined that to safely install the tents additional holes must be drilled to increase the number of plate installations. This increased the estimated cost from $11,000 to $16,500. Staff recommends approval of this cost for analysis of the site and funds are available in Professional Administrative Expense, Account No 1104430-4309000. Please contact Rudy Acosta or me should you have any questions. Approved: ' 4ohn Wohlmuth, City Manager Contract No. C34950 0 'Print Preview' Page l of 1 Stops - Images - Search® lauge, Front: 49690 Desert Publkadons Inc. rwe.>.lsrrruta►a-oc.W. wy....ur�mr t1r01 tiLi1li Is•tu1770 anrmr ew oar• � attl la. Me 6,aitT1 w1 str 11Nussaa ea+ 11 YteMiMw arM YIAOG cove I 'O� ad WOp su 26t ! hoe Guar 26 1 Ff Lifi r.G 111D r01.9690-P r:1220002k71:19393�262• k1u0s Beak: Item "OUS Amaral 6.633.71 Accoua NumDrlAcmura Nam! 1531 Check 0 MOO Rouulp Number 121042M Posbr10 Date 0311712016 Desa"m CHECK PAID As o1 Dets 6311712016 Item Saqusrtea Number 66M116U AOdal" Item Delaltv 0000007 +00000OOr3 MIll CHECK edvacy sahmN a Lena) O Ceor" 2002 - 2016 Weis IF&" AN AOhts reeened https://wellssuite.wellsfargo.com.!spsiprintlmages.do 4112.2016 Contract No. C34950 MEMORANDUM TO: Rudy Acosta, Acting City Manager FROM: Ruth Ann Moore, Economic Development Manager DATE: April 15, 2016 SUBJECT: Authorization to approval reimbursement costs to Palm Springs Life associated with tent installation for Fashion Week ATTACHED: Sponsorship agreement, proof of payment and invoice to the City Staff is seeking authorization to open a purchase order and approve is the agreed upon reimbursement cost associated with moving the tent from the City's vacant lot to The Garden's parking structure. Attached is the sponsorship agreement between Palm Springs Life (PSL) and The Gardens on El Paseo to hold the event on the parking structure and the proof of payment by PSL. Staff recommends approval of this cost and funds are available in Professional Administrative Expense, Account No 1104430-4309000. Please contact me if you have any questions. Approved: Rudy Acosta, Acting City Manager Contract No. C34950 'Print Preview' Stops - Images - Search® hne0s From: �9778 Desert Publ sifts Inc. "F=X. rrir ta►r�ta►w.wr..a. tas.nne Mr1t1, A1.7r C Qt tM q�01 mum am "lQ^T ; areP36.30" 20.s00.00 7 i �• 1lwiyi}Miwan/aN 06H000rYa J i Gx"M W OPeeail UC / J rnaea...t a 2=0 I -104977Gr n;ii7H>�2t.Tr:i9i930iiGtr Image Batt. - �S hem DetaOe Amount 20,000.00 Account NmWAaoutt Name 103l30i2021DESERTMOU Cho* a WTO Routing Number' 121042492 Pas" Date 0313112016 D@W OM CHECK PAID As Ol Datr DL7'1l201e ham Sequence Number 8011612397 Addbonli Mem Det". OOM13+00000003tU31110 CHECK Security tLe" O Cary W 2002 - 2016 Web Fop. As A" reserved Page 1 of I https:Hwelissuite.wellsfargo.com.,,'Sps/printlmages.do 4! 12/2016 Contract No. C34950 ar.smns SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") Is made and entered into this 2Y day of e& r , 2015, by and between The Gardens on El Paseo LLC, a Delaware limited liability company and El Paseo Village LLC, a Delaware limited Ilability company (collectively, the "Owner"), d/b/a The Gardens on El Paseo and El Paseo Village (collectively, the "Center') and Desert Publications, Inc., a California corporation, d/b/a Palm Springs Life ("Sponsor"). In consideration of the mutual covenants contained in this Agreement, Owner and Sponsor hereby agree as follows: 1. §SoonsorsblD Riahts and Locations. (i) In exchange for the Fees which shall be paid in accordance with Section 3 below, and subject to the terms and conditions set forth otherwise in this Agreement, Owner hereby grants Sponsor the right to conduct sponsorship and promotional activities at the Center (the 'Sponsorship's pursuant to the terms and conditions herein. The terns of the Sponsor's rights in connection with the Sponsorship are limited to the uses and locations (the "Locations' In the Center described specifically herein and depicted in Exhibit A and for no other purpose. (ii) Sponsor acknowledges and agrees that the Locations are adequate to meet its needs and that Center shall have no responsibility for, and shall assume no liability for, the condition of the Locations upon delivery to Sponsor. (ill) Owner grants the following non-exclusive rights to Sponsor, unless expressly Indicated as exclusive, throughout the Tenn and at Sponsor's sole cost and expense unless indicated otherwise: (i) Ability to host Fashion Week El Paseo 2016 from April 1, 2016 through April 9, 2016 (the "Fashion Week Event's on the west -side upper level parking deck as depicted in Exhibit A. The Fashion Week Event consists of the following: a. Daly trunk shows open to the public; b. Private, invitation only receptions and fashion shows for ticketed attendees featuring clothing and accessories from fashion designers and retailers. AN aspects of each trunk show, reception and fashion show are subject to Owner's advance approval; C. One (1) ISO' tent with runway and one (1)180' tent including a preparation kitchen that may include, but not be limited to an oven, stove, refrigerator and preparation tables ("Preparation lQcchen7. The Preparation Kitchen shall be primarily used for the warming and final preparation of the food provided at the Fashion Week Event. Sponsor shall submit drawings and layouts pertaining to all aspects of the tenting, runway and Preparation Kitchen for Owner's advance review and approval; d. Seating for up to 1,200 Fashion Week Event attendees as well as lounge furniture placed throughout the Fashion Week Event area. All aspects of seating and lounge furniture are subject to Owner pre -approval; e. Sponsor shall secure, coordinate and manage a thirst party service provider, pre -approved by Owner, to place portable restrooms within the Event Location for the duration of the Fashion Week Event and Food & Wine Event. All aspects of the portable restrooms are subject to Owner's advance approval and all set-up and removal shall take place before or after Center hours on dates and times mutually agreed to by the parties; Red carpet set-up and display with step and repeat backdrop for Fashion Week Event attendees to take photos during the Fashion Week Event. Further, Owner hereby grants to Sponsor, the non-exclusive right to photograph both the real and personal property (to the extent such personal property is owned by Owner) located within the Fashion Week Event Location and in accordance with the terms and conditions stated in Section 28 below; g. Sponsor shall have the right to secure third party sponsors of the Fashion Week Event (each a "Fashion Week Event Sponsor" and collectively "Fashion Week Event Sponsors'), which sponsorship rights may include, but are not limited to the following: automobile dlsplay(s), up to three (3) booth displays with point -of -sale setups, and naming rights of the tents Including signage at the entrance of the tents. A list of all proposed Fashion Week Event Sponsors and their corresponding sponsorship benefits must be provided to Owner on or before March 18, 2016 for advance written approval. Owner reserves the right to reject any proposed Fashion Week Event Sponsor and/or proposed sponsorship rights, which determination shall be made in Owner's sole discretion. Sponsor acknowledges and agrees that as Fashion Week Event Sponsors and the corresponding benefits must adhere to the terms and conditions set forth In Section 27 below. Fashion Week Event Sponsors may only set up within Owner pre -approved locations (detailed in Exhibit A) and no storage or placing excess goods is P. permitted In any other area of the Center without Owner's advance written approval; and h. Dates for 2017 and 2018 Fashion Week Events are subject to mutual agreement of the parties; however, they will take place within the months of March or April of their corresponding years, and will consist of no more than a nineteen (19) day total footprint on property Including setup, event dates and tear down. The 2017 and 2018 Fashion Week Events and Sponsoes rights related to the Events shall be substantially the same as the 2016 Fashion Week Event All aspects of the 2017 and 2018 Fashion Week Events are subject to Owner's advance written approval and any modification to Sponsors benefits must be agreed to in writing by the parties. Ability to host the 2016 Food & Wine Festival Palm Desert ("Food & Wine Eventl from April 8, 2016 through April 10, 2016 on the west - side upper level parking deck utilizing the Fashion Week Event tenting and set up as depicted in Exhibit A. The Food & Wine Event shall consist of the following: a. Private, invite only daily food and wine sampling for ticketed attendees featuring over fifty (50) restaurants and over one hundred (100) wineries; b. Dally Chef Demonstrations featuring celebrity chefs; C. Red carpet set-up and display with step and repeat backdrop for Food & Wine Event attendees to take photos during the Food & Wine Event. Further, Owner hereby grants to Sponsor, the non-exclusive right to photograph both the real and personal property (to the extent such personal property Is owned by Owner) located within the Food & Wine Event Location and In accordance with the terms and conditions stated In Section 28 below; d. Sponsor shall have the right to secure third party sponsors of the Food & Wine Event (each a "Food & Wine Event Sponsor" and collectively "Food & Wine Event SponsorsJ, which sponsorship rights may Include, but are not limited to the following: automobile display(s), up to three (3) booth displays with point -of -safe setups, and naming rights of the tents including signage at the entrance of the tents. A list of all proposed Food & Wine Event Sponsors and corresponding sponsorship benefits must be provided to Owner on or before March 18, 2016 for advance written approval. Owner reserves the right to reject any proposed Food & Wine Event Sponsor and/or proposed sponsorship rights, which determination shall be made in Owner's sole discretion. Sponsor acknowledges and agrees that all Food & Wine Event Sponsors and the corresponding benefits must adhere to the terms and conditions set forth In Section 27 below. Food & Wine Event Sponsors may only set up within Owner pre -approved locations (detailed in Exhibit A) and no storage or placing excess goods is permitted in any other area of the Center without Owner's advance written approval; and e. Sponsor shall secure a catering company ("Caterer', subject to Owner's pre -approval, to offer food and alcoholic beverages to Food & Wine Event attendees. Sponsor shall secure, or cause to be secured, the appropriate permits and/or Ilcense(s) for the service of alcohol during each annual Food & Wine Event, including, but not limited to, an ABC or similar license. Sponsor shall ensure and/or cause the Caterer to ensure that the Event attendees are not served an excessive amount of alcohol. Further, Sponsor Is responsible for complying with, and/or causing Caterer to comply with, all federal, state and local ordinances, laws and regulations regarding the service of alcoholic beverages. Sponsor shall deliver a copy of all permits and approvals for alcohol service and consumption at the Center by March 25, 2016. Owner reserves the right to prohibit the service and/or consumption of alcohol in the Locations or at the Center If Owner determines, in its sole discretion, that the appropriate approvals have not been obtained by Sponsor and/or Caterer in which case Owner shall not be responsible for Sponsor's cost relating to services. Ability to place up to six (6) directional signs within the common area of The Gardens on EI Paseo, locations to be determined by Owner, for attendee way finding. Owner required prior written approval of signage and sign stands prior to production, purchasing and display, (iv) Ability to place up to four (4) Lucite magazine racks displaying the Fashion Week Program within the common area of The Gardens on El Passo, locations to be determined by Owner. Owner required prior written approval of signage and Lucite magazine racks prior to production, purchasing and display; (v) Affix hooks to the parking deck that will act to secure the tenting for the Promotion, all expenses are at Sponsor's cost. All hooks n secured to the parking deck as part of the tent securing for the Promotion will remain as property of Owner upon the expiration or termination of this Agreement. (vi) The Fashion Week Event and the Food & Wine Event are sometimes collectively referred to as the "Events" and the Fashion Week Event Sponsors and Food $ Wine Event Sponsors are sometimes collectively referred to as the "Event Sponsors." (vii) Sponsor shall be responsible for Initiating and supervising all safety precautions and programs to ensure Sponsces activities at the Center In connection with the performance of this Agreement are not a danger to visitors at the Center. (vili) Upon expiration or termination of this Agreement, Sponsor shall leave the Locations and the Center In as good a condition that existed prior to its taking possession, including any damage caused by the Events. Sponsor shall be solely responsible for any and all repairs to the Locations and the Center for any and all damages caused by Sponsor or its representatives. (ix) Sponsor's use of the Locations shall not be permitted and shall not be deemed lawful unless all of the following pre -conditions have been met: a. The Term referenced In Section 2 shall have commenced; b. Sponsor shall have paid the required Fee(s) pursuant to Section 3; and C. Sponsor shall provide Owner with a copy of an Insurance Certificate, as described in Section 11. Any entry by Sponsor prior to the above conditions having been met shall be deemed unlawful. This Agreement shall commence on December 1, 2015 and terminate on April 30, 2018 ("Term', unless terminated sooner as provided herein. Any setup on Locations for Fashion Week Event and Food & Wine Event In 2016 shall take place from March 26, 2016 through April 1, 2016 between 8:00 a.m. and 10:00 p.m. Set-up for the Events in 2017 and 2018 shall be mutually agreed to by the parties. Commencing for the second and third years of the Agreement and during each subsequent year of the Term, Owner and/or Sponsor may terminate this Agreement in the period between May 1 and May 31 with prior written notice to 6 the other party, with or without cause, preceding the following year's event. Owner shall have the right to terminate this Agreement upon notice to Sponsor with Ninety (90) days' prior written notice as a result of direction from any regulatory authority or a change in applicable law or regulation that requires Owner to cease or materially limit its performance under this Agreement, after written notice thereof to Owner. In the event Owner provides notice of termination under this section: (1) Sponsor will have no obligation to pay any further Sponsorship Fees due after the date of the notice of termination, and (1) Sponsor will be entitled to a pro-rata refund of any prepaid amounts for periods after the effective date of termination. 3. Fees All fees for the sponsorship rights granted hereby (the "Fees") shall be paid by cashier's check or in certified funds and shall be made payable to Owner. Payments shall be delivered to the attention of: The Gardens on El Passo Management Office Attn: General Manager 73-545 El Paseo, Suite 2500 Palm Desert. CA 92260 Sponsor shall pay Owner the Fees in the amount of Fifty Thousand and 001100 Dollars ($50,000.00), due and payable as follows: (a) Twenty Thousand and 001100 Dollars ($20,000.00), due on or before January 15, 2016; (b) Fifteen Thousand and 00/100 Dollars ($15,000.00), due on or before January 15, 2017; and (c) Fifteen Thousand and 001100 Dollars ($15,000.00), due on or before January 15, 2018. In addition to the Fees detailed above, Sponsor shall provide Owner with the Fashion Week El Paseo Couture Level Sponsorship detailed in Section 29 below, valued at approximately Forty -Five Thousand and 001100 Dollars ($45,000.00) (Fifteen Thousand and 00/100 Dollars ($15,000.00) per year). Sponsor shall be solely responsible for, and shall pay prior to delinquency, any and all taxes, assessments, levies, fees and other governmental charges levied or assessed against or with respect to Sponsor and those provided under the terms of this Agreement, Including, but not limited to, any and all state sales tax and any and all taxes levied or assessed In connection with the use of the Locations by Sponsor. 4. Owneess Riahts. 6 Notwithstanding anything herein to the contrary, Owner expressly reserves the following rights throughout the term of this Agreement: (a) Prior written approval rights over all marketing, advertising, promotlons, signage, literature and any and all other promotional material(s) used, distributed, or displayed by Sponsor with respect to the rights granted to Sponsor herein, which approval may be withheld in Owner's sole discretion. (b) To enter into any other license or sponsorship agreement(s) not prohibited by with the terms of this Agreement; and (c) Any rights granted to Sponsor under the terms of this Agreement shall not compete with: (i) Owner's agreement with JCDecaux Mallscape to sell and display third -party advertising in the common areas of the Center from the JCD Displays (defined below); or (9) with Owner's agreement with an agency or advertiser for the installation and display of TMMI Advertising (defined below) in the common areas of the Center. As used herein the term "JCDecaux Displays" shall mean certain advertising structures and/or displays featuring advertisements sold by third parties by Owner's tenant, JCDecaux Maliscape. As used herein, the term "TMMI Advertising" shall mean certain third party advertising signage and displays sold by Owner or The Taubman Company LLC, d/bla Taubman Mall Media Impact ("TMMI"), on behalf of Owner, displayed in the common areas of the Center from time to time. 5. Use of Marks and Materials. For the term of this Agreement, each party hereby grants the other party a non- exclusive license to use, solely In connection with the Sponsorship: (1) the registered and unregistered trademarks (the "Marksl of such party; and (i7 any other original works of authorship created by such party in connection with the Sponsorship that are conveyed to the other by the granting party along with written instructions that such original works of authorship are authorized for use In connection with the Sponsorship (the "Works/. Collectively, the Marks and the Works are hereinafter referred to as the "Program Material". Each party acknowledges and agrees that: (I) it is prohibited from using the other's Program Material in any other fashion and/or for any other purpose; (1I) it has no right to create or adopt derivatives of the Marks or marks that are confusingly similar to the Marks; (lit) it has no right to use the Marks in combination with any other mark, name or term; (Iv) it will not make an representation or do any act which may be taken to indicate that it has any right, title, or interest in or to the ownership or use of the other's Program Material; (v) nothing contained in this Agreement shall give either party any right, title or interest in or to the other's Program Material except as a licensee under this Agreement; (VI) It may not create derivatives of the other's Program Material without specific written prior authorization; and (vii) it may not assign. sublicense, or otherwise subcontract its 7 rights or obligations under this Article without specific authorization from the granting party. 6. Nature of Agreement. No legal title, lease, easement or other possessory interest in real estate, Including any leasehold interest in the Locations or the Center, or any appurtenances thereto, shall be deemed or construed to have been created or vested in Sponsor by anything contained in this Agreement. All costs pertaining to Sponsor's rights hereunder including, but not limited to, sales tax attributable to the Fees (if any) and costs for production for signage shall be bome by Sponsor. Sponsor shall have no recourse against Owner's partners, members, agents, contractors, employees, invitees or licensees for breach of contract under this Agreement or otherwise and none of the partners or members comprising the partnership or company which is the Owner, and none of the partners or members of such partners or members, shall be Cable for breach of contract or otherwise. 7. Conduct of Business. (a) Sponsor shall operate during all days and hours established by Owner during the term of this Agreement and shall abide by all rules and regulations existing or established by Owner from time to time for tenants and licensees. Sponsor hereby assumes all responsibility for obtaining and keeping effective all licenses, permits and necessary approvals, and shall otherwise comply with all applicable governmental rules and regulations concerning this Agreement and with the requirements of Owner's insurance carriers. (b) Sponsor represents and warrants use of any and all elements described herein are authorized or otherwise licensed and in no way infringes on any third party's intellectual property rights. (c) Sponsor shall not use or allow the Locations and/or the Center to be used for any purpose other than expressly set forth to Section 1 above. (d) Sponsor shall require its employees to wear appropriate attire at all times while at the Center. (e) The height, sound level, location and placement of the Locations shall be subject to the rights of Center tenants and shall not impede the free flow of traffic throughout the Center. Sponsor shall not conduct any activities in the Center which create any noise or sound that Is objectionable to Owner due to intermittence, beat, frequency, shrillness or loudness. (f) In the event that Sponsor is permitted to conduct solicitation within Locations as determined in Owner's sole discretion, Sponsor and Sponsor's employees and/or agents shall not solicit Center customers in any portion of the Center other than Locations. Employees and/or agents 8 a. 9. of Sponsor are not to "call our to customers in a loud, aggressive or hawking manner, subject employees and/or agents must maintain a volume of speaking voice appropriate for Center. (g) In the event that Sponsor is permitted to conduct Sweepstakes, Sponsor shall provide notice in all materials related to any promotional games, sweepstakes, contest drawings and giveaways individually and collectively referred to as 'Sweepstakes" that Center and The Taubman Company LLC, as Managing Agent have no Involvement In Sweepstakes and Sponsor is the party solely responsible for Sweepstakes. Sponsor agrees to cause each entrant to release and hold harmless Center and The Taubman Company LLC, as Managing Agent from any and all claims growing or arising out of any Sweepstakes. Further, Sponsor shall comply with all laws as required in this Agreement Including any gaming and/or lottery laws. Any Sweepstakes promoted at Center pursuant to this Agreement shall not require any entrant to provide consideration in order to be eligible to enter Sweepstakes. Independent Contractor. Sponsor is acting as an independent contractor pursuant to and limited to the terms and conditions set forth in this Agreement and is solely and exclusively responsible and liable for the acts and/or omissions of its employees, agents, subsidiaries and subcontractors. Nothing in this Agreement shall be deemed or construed by either party as to create any partnership, joint venture or employer/employee relationship between the parties. Default. It shall be an "Event of Defauit" if either party breaches any of its respective obligations, performances, terns, duties or conditions under the terms of this Agreement and/or ff either party: (1) files a petition in bankruptcy, (ii) is Insolvent or seeks relief under any law related to its ability to meet its payment obligation, or (ill) has flied against it an involuntary petition In bankruptcy or any relief under any such law by any creditor(s), unless such involuntary petition Is dismissed or relief is denied within thirty (30) days after it has been filed or sought. If an Event of Default shall continue uncured for more than ten (10) days after receipt of written notice, then the non -defaulting party, In addition to any other rights or remedies as stated herein, shall have the right, at its election, to terminate this Agreement upon delivery of written notice to the defaulting party. If the Event of Default is not curable within ten (10) days, then the time for cure shall be extended as long as the defaulting party has diligently commenced to cure the default. Notwithstanding, In no event shall the time to cure be extended beyond thirty (30) days after the delivery of the default notice. The notice and cure periods specified in this section shall not be required In connection with a default or threatened default hereunder which could cause irreparable harm to Owner (including, without limitation, any breach or threatened breach of the 0 confidentiality provisions of this Agreement), and Owner shall have the right to terminate this Agreement and to seek Immediate Injunctive relief In order to prevent or minimize such default or threatened default. All remedies available to either party shall be cumulative. The pursuit of any remedy shall not be deemed to waive any other remedy which may be available to the party under the terms of this Agreement, or at law or in equity. 10. Covenant to Hold Harmless. Sponsor shall Indemnify, defend and save harmless Owner and each partner and member thereof, The Taubman Company LLC, as Managing Agent, their respective directors, officers, employees, subsidiaries, affiliates, merchants and tenants leasing or owning space at the Center, from and against any and all cost, expense, legal action, claims for property damage, personal injury, bodily injury or death, including reasonable attorneys' fees and the cost of defense, arising or growing out of Sponsor's activities within the Promotion Area and its performance of the terms and conditions of this Agreement, Including, without limitation, the performance of any services, whether caused In whole or In part by the error, omission, misconduct and/or negligent acts of Sponsor and/or its agents, including all Event Sponsor and Caterer secured by Sponsor for the Events, except to the extent caused by the gross negligence or willful misconduct of Owner. The Indemnifications In this paragraph shall survive expiration or termination of this Agreement. 11. Insurance. Throughout the term of this Agreement, Sponsor shall maintain the following minimum insurance coverage and shall be solely responsible for the payment of all deductibles and/or self -insured retention contained in the insurance policies. Prior to the commencement of this Agreement, Owner must be provided with a certificate of insurance that evidences the following: (a) Commercial General Liability - with minimum coverage of S2,000,000 per occurrence for bodily injury and property damage, Including personal and advertising injury, and products and completed operations ,and liquor liability; and (b) Workers' Compensation - in full compliance with all statutory requirements In the state in which the Center Is located and covering all employees. in the event that Sponsor Is not subject to state statute, then Owner requires Workers' Compensation as available in that state. The Commercial General Liability policy shall name as additional insureds Owner and The Taubman Company LLC, as Managing Agent. All insurance coverage shall stipulate that coverage shall not be cancelled or not renewed unless the Insurer or Sponsor gives thirty (30) days' (10 days for non-payment of insurance) 10 prior written notice to all Insured parties. Sponsor's Insurance coverage Is primary and not contributing with any other Insurance avaliable to the additional Insureds and that coverage is applicable to all services required under this Agreement. Insurance coverage shall be maintained with an Insurance company licensed and admitted to do business In the state In which the Center Is located and shall be rated by AM Best as "A" VIII or better, or as otherwise acceptable to Owner. The Insurance policies must Include a waiver by the insurance company of all rights against Owner and the Taubman Company LLC, as Managing Agent, their respective agents, directors, partners, officers, employees and representatives that might arise by reason of any payment under any policies carried by Sponsor or by reason of any act or omission of Owner, Its agents, directors, partners, officers, employees or representatives. The failure to provide insurance coverage as required herein shall not relieve Sponsor of its obligation to defend and indemnify Owner and The Taubman Company LLC, as Managing Agent against any claim or loss that would have been otherwise covered by such insurance. Owner shall provide Sponsor with a certificate of insurance that provides evidence of Owner's Commercial General Liability policy with minimum limit of $2,000,000 for each occurrence for bodily injury, property damage, completed operations; and Owner's Workers Compensation insurance which shall Insure all employees of Owner. 12. Risk of boss. Sponsor shall bear the sole risk of loss to any of its property and/or equipment from any and all theft, damage and/or vandalism while located at the Center. 13. Expiration or Termination. Upon the expiration or termination of this Agreement, Sponsor shall vacate the Center within two (2) days. in the event that Sponsor falls to vacate the Locations at the Center within such time, then Owner may remove or cause to be removed all of Sponsor's property and equipment from the Center and have it stored either on -site or at an off -site storage facility for a period of thirty (30) days, after which such property will conclusively be deemed abandoned by Sponsor and may be discarded by Owner without any liability to Sponsor whatsoever. Owner shall not be responsible for the property or any damage thereto, and Sponsor shall be solely responsible for all costs associated with such removal, storage and disposal incurred by Owner. 14. N4Ice. Every notice and communication given by either party to the other with regard to this Agreement shall be in writing and shall be served either personally, by certified or registered mail, return -receipt requested, by overnight mail, e-mail, or 11 by facsimile. Notice may be communicated by email, but must be confirmed through one of the other methods described above. Such notice or communication shall be addressed to the following: To Owner. The Gardens on EI Paseo 73-545 El Paseo, Suite 2500 Palm Desert, CA 92260 Attn: Patrick Klein, General Manager e-mail: pklein@taubman.com Fax: 760-W2-1884 With a copy to: The Taubman Company 200 East Long Lake Road Bloomfield Hills, MI 48304 Attn: Peggy Gronewold, Director, Partner Relations & Center Sponsorship Fax: 248-258-7653 e-mail: pgronewold@taubman.com To Sponsor. Palm Springs Life 303 North Indian Canyon Drive Palm Springs, CA 92262 Attn: Michael Matthews, Community Relations and Events Director Fax: 760-325-4603 e-mail: michaeim@palmspringslife.com Or at such other address or addresses as Owner and Sponsor may from time to time designate in writing to the other party. The addresses and facsimile numbers provided herein are conclusively deemed to be valid, and notice given In compliance with this paragraph shall be conclusively presumed to be proper and adequate unless a written change of address or facsimile number is provided to the other addresses in the manner required hereby_ 15. Attornevs' Fees. In the event any dispute or litigation between Owner and Sponsor arise out of or In connection with this Agreement, the prevailing party or parties In such suit or action shall be entitled to recover from the other party or parties any and all expense and costs, including reasonable attorney's fees, incurred In connection with such suit or action. In the case that the prevailing party is Owner, The Taubman Company LLC, as Managing Agent, is also entitled to recover as provided herein. 12 16. Confidentiaiity. Sponsor shall consider any and all Information, whether oral or written, that Is related to this Agreement, whether directly or Indirectly, to be considered confidential and proprietary and shall not reveal such terms of this Agreement witfwut the prior written consent of Owner. 17. Asslarnment. Sponsor shall not directly or indirectly, voluntarily or by operation of law assign, license, or transfer any part or all of its interest In this Agreement without Owner's prior written consent. Any assignment, license, encumbrance or transfer of this Agreement without Owner's consent shall be void and shall constitute a material default 18. Comoliance with Laws. Sponsor shall comply with all, present and future, federal, state and local, statutes, ordinances and regulations of all governmental authorities having jurisdiction over the parties hereto and this Agreement Neither Sponsor nor any of its officers, employees, directors, affiliates, shareholders, partners or owners Is listed as a "Specially Designated Person" on or Is In violation of any United States laws relating to terrorism or money laundering, including, but not limited to, Executive Order No. 13224, effective September 23, 2001, and the U.S. Bank Secrecy Act of 1970, both as amended from time to time. Sponsor further warrants that no investigation, Inquiry or charge is pending against Sponsor or any of its officers, employees, directors, affiliates, shareholders, partners or owners under any laws or orders described In this paragraph. 19. Goveming Law. This Agreement shall be governed by and construed In accordance with the laws of the state In which the Center Is located. If any provision of this Agreement is ruled invalid or unenforceable by a court of proper jurisdiction, then the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. Entire Agreement. This Agreement, together with any Exhlbit(s) hereto, represents the entire Agreement between the parties and supersedes all prior negotiations, representations, writings or agreements between the partles, whether oral or written. No amendment or modification to this Agreement shall be binding unless it shall be In a writing signed by both parties. This Agreement shall not be binding and effective unless signed by both parties. 13 21. Waive A waiver by a party of any of the terms and conditions of this Agreement, in one Instance, shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof. Any waiver must be In writing in order to be effective. 22. Successors end Assians. This Agreement shall be binding upon and inure to the benefit of the parties and, In case of Owner, its successors and assigns, and in the case of Sponsor its permitted successors and assigns. 23. Construction. The parties acknowledge that both parties participated equally In the negotiation of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than against the other, regardless of which party's counsel drafted this Agreement. 24. Survival. All representations, warranties, covenants and agreements herein contained on the part of the parties shall be effective, and shall continue so long as any obligations arising pursuant to this Agreement remain unperformed or until the Agreement terminates according to its terms, except as otherwise provided herein. 25. Counterprarts. This Agreement may be executed In any number of counterparts, all of which taken together shall constitute one agreement. 26. Confidential Hotline. Owner strives to maintain the highest ethical standards regarding its business relationships. If you have any reason to believe that such standards are being compromised conceming this Agreement or otherwise, please call our independently -operated, toll -free, 24-hours-a-day confidential hotline at 1-888- 773-2513 or report the matter on our independently -operated, confidential website at https:/Awf.tnwgrc.com/taubman. Both the hotline and website are completely confidential and anonymous. 27. §Mial Provisions. Sponsor acknowledges and agrees to be bound by all of the following conditions throughout the term of the Agreement and while located at the Center. 14 (a) Sponsor is responsible for set up and tear down of all tenting, seating, displays, and elements associated with the Events; (b) Sponsor shall provide professional and experienced staffing to manage all onske elements of the Events as well as coordination of security personnel for public safety, crowd control, and parking control for the Events. This will include set up and enforcing Ownees rules and regulations during Event hours and cleanup; (c) Sponsor shall provide all staffing and coordination of housekeeping personnel to clean and maintain the Event areas, as depicted in Exhibit A; (d) Sponsor shall acquire proper permitting and approvals from the City of Palm Desert for each of the Events and City parking; (a) Sponsor agrees that the trucks used to deliver all promotional items including, but not limited to tenting, seating, other Owner -approved Event materials/supplies and Sponsor displays, and other elements associated with the Promotion shall be removed from the Center immediately after unloading the components of the Promotlon; (f) Sponsor acknowledges and agrees that Owner is authorized to use its name, logo, artwork and/or other similar identifying name, mark or symbol to promote and publicize the Events; (g) In the event an Event Sponsor has the right to display an automobile within the Event Location ("Display"), Sponsor shall cause said Event Sponsor to be bound by all of the following conditions regarding the Display: (I) Trucks used to deliver the Display shall be removed from the Center immediately after unloading the components of Display. (ii) The automobile battery cables in all displayed automobile(s) must be disconnected and there shall not be more than one (1) gallon of fuel in any automobile in Display. (ill) Sponsor and/or Event Sponsor shall be solely responsible for the placement of the Display in the mutually agreed upon Locations. Display may only be moved in and out of the Center before or after Center's normal business hours. (iv) Sponsor and Event Sponsor shall comply with any and all local, state and federal rules and regulations for the display of such automobiles. Sponsor and/or Event Sponsor shall, prior to the display of any automobile, obtain all permits necessary according to any governing body with proper jurisdiction and shall provide sufficient evidence of same to Owner. In the event that any governing authority with proper jurisdiction shall cause the removal 15 of any automobile at any time during the Term, then the Event Sponsor's right to the Display shall terminate immediately and Sponsor shall remove all automobiles and related property within two (2) days of receipt of notice. (h) Owner reserves the right to terminate the operation of any individual Event Sponsor with or without cause upon notice to Sponsor; (1) Sponsor shall ensure that all Event Sponsors are in appropriate and tasteful attire suitable for a family audience; (j) Sponsor shall cause all Event Sponsors to hold harmless Owner and The Taubman Company LLC from any and all claims growing or arising out of the Events or such Event Sponsors' presence at the Center, (k) Sponsor, including the Event Sponsors, shah conduct its business in the Locations on the dates and times mutually agreed to by the parties in a first-class manner and shall abide by all rules and regulations existing or established by Owner from time to time for tenants and licensees in the Center. Sponsor acknowledges that Owner's rules and regulations expressly prohibit Owner's agents and employees from receiving or accepting gifts or anything of value from Owner's tenants and licensees and the granting of gifts or anything of value by Owner and Owner's agents and employees to Owner's tenants and licensees at the Center. Sponsor agrees that it shall not offer or provide gifts or anything of value to Owner's officers, directors, stockholders, beneficiaries, partners, members, representatives, agents and employees, including without limitation discounts on Sponsor's merchandise, except that discounts which are provided to all of Owner's employees at the Center shall be permitted. Sponsor's business must be attended by employees at all times. Sponsor shall not distribute handbills, pamphlets or other literature of any kind or nature from the Locations or within the Center, unless specifically detailed herein. Sponsor shall not use or allow the Locations to be used for any Improper, immoral, or objectionable purposes as determined by Owner in its sole judgment. Sponsor agrees that it will conduct Its business in good faith, and will not do any act tending to injure the reputation of the Center (or any part thereof) as determined by Owner. (1) Sponsor sales practices shall be in accord with the standards and practices of enclosed first-class full-retall-price regional shopping centers. Sponsor represents and warrants that all merchandise sold from the Locations Is legitimate and complies with all licensing expectations and laws. Owner may require Sponsor to remove any goods or products that are alleged or suspected of violating licensing laws and/or any alleged or suspected illegal duplication of merchandise; failure to comply with Owner's removal request may result in an immediate termination of this Agreement in Owner's sole discre8on. Sponsor shall not offer any goods or services which Owner determines, in its sole discretion, to be 16 Inconsistent with the image of a first-class, family-orlented regional retail development, nor shall Sponsor display or sell any goods containing portrayals which Owner determines, in its sole discretion, to be lewd, graphically violent or pornographic. Sponsor shall not sell, keep or display any paraphernalia In the Locations used in the preparation or consumption of any controlled substances. (m) Sponsor shalt require its employees to wear appropriate attire at all times while at the Center (Professional or Business Casual Is expected attire). Sponsor agrees to operate its business In a professional manner Including, but not limited to, mode of dress. Owner reserves the right, at Its sole discretion, to determine the appropriateness of any attire at any time. (n) Sponsor and Sponsoes employees, and/or agents and Event Sponsors (for purposes of this section, collectively, "Sponsor") shall adhere to the following sales and product demonstration selling practices and prohibitions: (1) Sponsor shall not solicit business in the parking areas or other common areas, or any part of the Center other than in the Locations; (11) Sponsor shall not approach customers outside of the Locations in any manner and are not to "hawk" or "call out" to customers outside the Locations in any manner, whether verbally, by the use of noise makers, by pursuing customers with Sponsor's product and motioning to customers to visit the Sponsor's unit while passing or otherwise; Oil) when approached by customers inside the Locations, Sponsor must not "hawk" or call out to customers and must maintain a normal speaking tone at all times; (iv) If a customer indicates they are not interested In a product, all sales approaches are to cease immediately; (v) Sponsor shall not give away any promotional items which could create a nuisance or require Licensor to incur additional common area expenses; (vi) Sponsor and its employees operating the Locations must conduct themselves in a professional and courteous manner at all times; (vil) Sponsor must not leave the Locations beyond "an arrm's reach" at any time; (viii) Sponsor cannot, at any time or under any circumstances, walk into common areas of the Center with products in hand; (ix) Sponsor cannot, at any time, call out to customers walking through the Center, Including without limitation by asking customers any of the following questions: "May I ask you a Question?", "Hello, can I show you this product?", "Hello, how are you doing today?"; (x) Sponsor shall not physically intercept a customer who Is walking past the Locations or touch a customer of the Center at any time; (xi) "No Return PoScIW are expressly prohibited at all times and no such signage may be posted at the Locations; (xii) returns by customers must be accepted by Sponsor without aggression. 28. Snonsoes Riaht to Photoarvph. (a) Sponsor agrees that it shall be a condition of this Agreement that Sponsor obtains the written permission of Center tenants whose stores, signage, 17 storefronts, logos and/or other facilities are being photographed by Sponsor. Sponsor must deliver a copy of such written permissions) to Owner prior to photographing. Owner does not make any representation or warranty as it relates to the store fronts, logos, or other third party rights as it relates to their use In the Photographs (defined below). Sponsor photographs such third party or this property at its sole risk. (b) Sponsor agrees not to sell or reuse photographs of the Center and the Events for any other usage except for the Photographs which are permitted under this Section 28. (c) Owner grants Sponsor the limited right to use the Photographs taken during the Events ("Photographs"). Sponsor may use the Photographs for online advertisement of future Events on palmspringslife.com and within Palm Springs Life magazine showcasing Fashion Week highlights post - Event. Sponsor will also use the Images to show a recap to sponsors and participating vendors, and to acquire future sponsorships for Fashion Week in coming years and for no other purpose. All use of Photographs shall be done In a manner consistent with depicting Center In a positive, family friendly manner. Ail Photographs in and/or of the Event Locations may only be performed by Sponsor. Sponsor may use the Photographs for Three (3) years after which time Owner's consent is required for additional use. (d) Sponsor shall provide adequate layout board and other protective floor coverings and to place them under all equipment used to connection with the photography. (e) Sponsor shall inform its personnel, cast and crew that access is restricted to only the Event Locations as set forth herein. (f) Sponsor will act in a professional manner while at the Center and agrees to abide by all Center rules and regulations established by Owner. (g) Sponsor shall not use or allow the Event Locations and/or the Center to be used for any improper, Immoral, or objectionable purposes as determined by Owner in its sole judgment. (h) Sponsor shall require its employees and/or agents to wear appropriate attire at all time while at the Center. (i) The height, sound level, location and placement of Sponsors equipment and/or materials In the Event Locations shall be subject to the rights of Center tenants and shall not impede the free flow of traffic throughout the Center, as determined in Owner's sole discretion. 28. Owner's Snonsorshin Riahts. 18 (a) Sponsor to provide Couture Level Sponsorship for The Gardens on El Paseo and El Paseo Village for the 2016 Fashion Week Event, which Includes the following valued at approximately Fifteen Thousand and 001100 Dollars ($15,000.00): {i) Inclusion of The Gardens on El Paseo and El Paseo Village in all Sponsor -generated public relations efforts, marketing print collateral, logo inclusion on Palm Springs Life Sponsored event ads, logo inclusion on Save the Date E-blast (25,000 opt -In subscribers), and logo inclusion on Fashion Week ads in the December 2015 through March 2016 Issues of Palm Springs Life and/or the Desert Guide; (11) Inclusion of Center logos and link to hhp://www.thegardensonelpaseo.com/ on fashionweekelpaseo.com, as well as a listing on the "Sponsor" section for one (1) year, 09) Inclusion of Center logos and link to http:lhvww.thegardensonelpaseo.com/ on Palmspringslife.com as well as a listing on the 'Sponsor" section for one (1) year; (iv) Palm Springs Life/Desert Guide creative banner package (25,000 Impressions for three (3) months), and four (4) Palmspringslife.com monthly electronic newsletter ride -along ads, (24,500 opt -In subscribers), subject to Owner's advance written approval; (v) One (1) full page, four (4) color ad in 2016 Fashion Week Official Program poly bagged with March Palm Springs Life. Twenty flue thousand (25,000) total print run distribution and circulation. Owner shall have the right to pre -approve the ad prior to print; (A) Inclusion of Center logos on the video screen in main Fashion Week Event tent all week, and on nightly programs; and (vii) Eight (B) tickets to every Fashion Week event (64 tickets total) with VIP Seating and eight (8) tickets (16 tickets total) to each of the two (2) days the Food & Wine Event occurs. (b) Sponsor shall provide a Couture Level Sponsorship for The Gardens on El Paseo and El Paseo Village for the 2017 and 2018 Fashion Week Events, valued at Fifteen Thousand and 00/100 Dollars ($15,000.00) each year, which sponsorship and rights shall be substantially the same as that provided during the 2016 Fashion Week Event. Any substantial changes to the sponsorship or rights must be approved in advance and In writing by the parties. fIF7 This Agreement entered into as of the day and year first written above. g J Owner: r h ` �LAX c3� ` Authorized Signatory Regional Vice President for The Taubman Company LLC, Managing Agent on behalf of Owner f'h/C,�r�CL F7 . /i709 77,V eW S (J - 0 t� Printed Name Printed Name Kc