HomeMy WebLinkAboutC35710B - 2016 Holiday Celebration-Gardens on El Paseo-Promo AgmentCONTRACT NO. C35710A & B
CITY OF PALM DESERT
SPECIAL PROGRAMS DEPARTMENT
STAFF REPORT
REQUEST: APPROVE 2016 HOLIDAY CELEBRATION AT THE GARDENS ON EL
PASEO
SUBMITTED BY: Amy Lawrence, Management Analyst
DATE: September 22, 2016
CONTENT: Contract No. C35710A & B
Draft Promotional Agreement
Recommendation
By Minute Motion,
1. Approve 2016 Holiday Celebration at The Gardens on El Paseo on Friday, December 2,
2016;
2. Approve Contract No. C35710A with Scot Bruce in the amount of $1,550.00 for live
entertainment during the event;
3_ Authorize Mayor to execute subject contract;
4. Authorize City Manager to sign Promotional Agreement with The Gardens on El Paseo;
and CONTRACT NO. C35710B
5. Authorize expenditures in an amount not to exceed $9,500.00 payable to various
vendors from Account No. 1104416-4306101 (City -Produced Events)
Strategic Plan Obiective
Approval of the 2016 Holiday Celebration at The Gardens on El Paseo would help address the
following Economic Development and Tourism and Marketing priorities as specified in the
Envision Palm Desert strategic plan:
— Economic Development — Priority 3: Create and attract entertainment and events to
enhance and expand the Palm Desert economy and lifestyle,
— Tourism and Marketing — Priority 2: Grow existing events and develop new events to
enhance the desirability of Palm Desert as a year round destination.
Executive Summanr
For the past several years, the City has held its annual holiday celebration in the courtyard in
front of the Council Chamber at City Hall. The event has consisted of carolers, catered food and
drinks, a visit from Santa Claus, and children's activities. In an effort to enhance the annual
experience and incorporate it into the City's First Weekend programming, staff is proposing to
move the event to The Gardens on El Paseo and add live entertainment. During the FY 2016/17
budget review, City Council approved $5,500 for the 2016 event. However, due to the location
change and addition of live entertainment, staff is requesting an additional $4,000 be added to
the event budget which is available in the City -Produced Special Events account based on
savings from the City's 2016 Independence Day Celebration.
STAFF REPORT
2016 HOLIDAY CELEBRATION AT THE GARDENS ON EL PASEO
SEPTEMBER 22, 2016
PAGE 2
Discussion
If approved, the event will be marketed as a First Weekend featured event and held on Friday,
December 2, 2016, from 5:30 p.m. to 7:30 p.m., in the center court of The Gardens on El Paseo.
El Paseo Cruise Night also takes place that Friday evening and to tie the festivities in with that
popular event, staff is recommending a live, one -hour, holiday-themed Elvis Presley tribute
concert by "Scot Bruce — A Rockin' Tribute to the King." Prior to the concert, a tree lighting
ceremony will take place. Strolling carolers will also be performing throughout the event area
and the mall. In addition, young attendees will find fun things to do in a children's activity area
operated by the Palm Desert Youth Committee and Santa Claus will be posing with children for
photos. Hot chocolate, cider, and light desserts will be provided in hopes that attendees will
enjoy dinner at area restaurants before or after the event,
The Gardens sees the benefits of hosting the event and has agreed to partner with the City by
providing the venue at no charge, along with seating for up to 300 people, and a Santa Claus to
pose with children for photos. (Promotional Agreement for use of the venue is currently under
legal review by both parties.)
Some of the new expenditures for this event include live entertainment with Scot Bruce in the
amount of $1,550.00, audio/visual services with SIR Palm Springs (under City Contract No.
C35360) in the amount of $1,300.00, and special event insurance and a photographer for
souvenir photos with Santa both at costs to be determined. Other anticipated costs for the event
include catering, carolers, and party rentals all at costs to be determined. As for vendor
selection and contracting, staff will remain in compliance with all City purchasing policies.
Fiscal Analvsis
For FY 2016/17, City Council approved $5,500 for the City's annual holiday event. Based on the
recommended changes to this year's event, staff is requesting an additional $4,000 to help
cover the increased costs. Due to savings from the 2016 City's Independence Day Celebration,
these funds are available in Account No. 1104416-4306101 (City -Produced Events).
Submitted By:
y La ce
Manage nt Analyst
Fr kie Riddle
Director of Special Programs
Approved:
Joik McCarthy
nteri City Manager
Reviewed:
Jani�214�
oore
erector of Fina
X/14111_e5�Ar_
Iludy Adosta
Assistant City Manager
CONTRACT NO. C35710B
Rev. 10AQM15
PROMOTIONAL AGREEMENT
THIS PROMOTIONAL AGREEMENT ("Agreement") is entered into this day of
20 , by and between The Gardens on El Paseo LLC, a Delaware
limited liability company ("Owner"), and -The City of Palm Desert ("Participant"). In
consideration of the mutual covenants contained in this Agreement, Owner and
Participant agree as follows:
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3
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Owner grants Participant a temporary right to use space at the Center for the
purpose of conducting a promotional activity to: conduct a free holiday event that is
open to the public, and includes entertainment, refreshments, desserts, Audio
Visual equipment, and rental equipment ("Promotion") to enhance retail sales at The
Gardens on El Paseo Shopping Center ("Center"). The Promotion shall take place in
only the following location at the Center: Common Area, and Center Court
("Promotion Location"). Such use by Participant shall be only for the promotional
purposes described herein, during such business hours as designated by Owner.
Participant shall be solely responsible for all costs and expenses related to the
Promotion.
The Promotion shall begin on December 04, 2016 at 5:00 pm and shall terminate
on December 04, 2016 at 7:30 pm.
The Promotion shall be conducted in accordance with Exhibit A titled "Promotional
Activity Rules and Regulations."
Participant, at its sole cost, shall deliver the following necessary items for the
Promotion:
(a) Provide volunteers and staff necessary for set up, Promotion
administration and tear down of Promotion, subject to Owner's
pre -approval;
(b) Promote the event through all existing platforms including, but not
limited to, website, social media, email distribution, television
promotion, print advertisement and promotion, subject to Owner's
pre -approval; and
(c) Participant is responsible for the coordination and management of all
contracted vendors for the event, and is solely responsible for
compensating each vendor as previously negotiated by both parties.
Unless specifically provided herein, Participant is solely responsible for providing
any and all labor, materials, equipment and supplies necessary for conducting
Promotion. The foregoing are subject to Owner approval.
Owner shall provide the following items necessary for the Promotion:
(a) Owner to provide 300 white plastic lawn chairs to be placed on the Center
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Lawn for the entertainment;
(b) Owner to provide up to six (6) folding tables and six (6) black branded table
cloths for use during the Promotion; and
(c) Owner to provide contracted Santa Claus to pose for photos with attendees
during the Promotion.
6, Participant shall set up the Promotion only on the following date(s) and time(s): .
7. Participant shall remove all of its property immediately upon expiration or
termination of this Agreement and shall leave the premises in a neat and clean
condition. Participant, at its sole cost, shall promptly repair any damage to the
Center caused by the Promotion. Notwithstanding, Owner must approve the plans
for the repairs in advance and in writing.
8. All consideration shall be paid by cashier's check or certified funds and shall be
made payable to Owner. Payments shall be delivered to the attention of:
Gardens on Ell Paseo Management Office
Attn: General Manager
73-545 El Paseo Suite 2500
Palm Desert, California 92260
Participant shall pay Owner the Fees in the amount of Zero Dollars ($0) due and
payable as follows:
9, Owner may, at any time and with or without cause, terminate this Agreement
immediately upon notice to Participant and without further obligation to Participant.
In such event, Owner shall refund a pro-rata share of the sums paid in advance by
Participant up to the effective date of termination. Participant shall immediately
reimburse Owner for any sums expended by Owner in connection with this
Promotion.
10. Owner reserves the right to relocate Participant and/or the Promotion Location to
another location within the Center upon twenty four (24) hours' written notice to
Participant, which relocation must be completed within the time frame designated
by Owner. Any relocation shall be at Participant's sole cost and expense.
11. Participant 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,
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including reasonable attorneys' fees and the cost of defense, arising or growing out
of Participant's performance of the terms and conditions of this Agreement,
including the performance of any services, whether caused in whole or in part by the
error, omission, misconduct and/or negligent acts of Participant and/or its agents.
12. Throughout the term of this Agreement, Participant 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 $2,000,000 per
occurrence for bodily injury and property damage, including personal and
advertising injury, and products and completed operations, which coverage
shall be on a per location basis;
(b) Commercial Automobile Liability - $1,000,000 combined single limit for bodily
injury and property damage, covering all owned, non -owned, or hired
automobiles used in the regular course of business;
(c) 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 Participant is not subject to state statute, then Owner requires
Workers' Compensation as available in that state;
(d) Employer's Liability - in a minimum amount of $1,000,000 each accident,
$1,000,000 each employee and $1,000,000 policy aggregate;
(e) Professional Liability / Errors and Omissions — with minimum limit of
$1,000,000 per incident or occurrence. Policy shall cover errors or
omissions made by Participant in performance of the terms and conditions of
this Agreement.
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 gives thirty (30) days' prior written notice to all insured parties. The
certificate of insurance must designate that all coverage is primary and not
contributing with any other insurance available to the additional insureds and that
coverage is applicable to all services required under the Agreement with the
insured. 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
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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 Participant
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 Participant 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.
13. Participant shall bear the risk of loss to any of its property from any theft, damage, or
vandalism while it is located at the Center.
14. Any notice required to be given or which may be given to a party to this Agreement
shall be forwarded in writing, by personal delivery, by certified mail (return receipt
requested), overnight mail, or by facsimile to Owner at the following address and
facsimile number:
To Owner:
Gardens on El Paseo
73-545 El Paseo Suite 2500
Palm Desert, California 92260
Attn: General Manager
Fax: (760) 862-1884
, and to Participant at the following address and facsimile number:
To Participant:
The City of Palm Desert
73510 Fred Waring Drive
Palm Desert, CA 92260
Contact Name: Amy Lawrence
Fax: (760) 341-6372
or at such other address or addresses as Owner or Participant 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. In the event any dispute or litigation between Owner and Participant arise out of or
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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.
16. Any and all information ("Information"), including the terms of this Agreement,
whether oral or written and that is conveyed to Participant, directly or indirectly, shall
be considered confidential and proprietary. Such Information shall be held in the
strictest confidence and shall be used only to accomplish the purposes set forth in
this Agreement and shall not be revealed to any third party without the prior written
consent of Owner.
17. Participant 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. Participant 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 Participant nor any of its officers, employees, directors, affiliates,
shareholders, partners or owners is listed as a "Special Designated Person" 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.
Participant further warrants that no investigation, inquiry or charge is pending
against Participant or any of its officers, employees, directors, affiliates,
shareholders, partners or owners under any laws or orders described in this
paragraph.
19. 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. This Agreement, together with any Exhibit(s) hereto, represents the entire
Agreement between the parties and supersedes all prior negotiations,
representations, writings or agreements between the parties, whether oral or
written. No amendment or modification to this Agreement shall be binding unless it
shall be in writing signed by both parties.
21. 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
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conditions for the future or any subsequent breach thereof. Any waiver must be in
writing in order to be effective,
22. 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 Participant its
permitted successors and assigns.
23. 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. 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. This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement.
26. 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 concerning 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 httr)s:Hiwf.tnwarc_com/taubman. Both the hotline and website are
completely confidential and anonymous.
27 Ai detigRal PFO icU�no:
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This Agreement entered into as of the day and year first written above.
By:
Manager for The Taubman Company LLC,
Managing Agent on behalf of Owner
Print Name
Authorized Signatory for Participant
Print Name
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Exhibit A
PROMOTIONAL ACTIVITY RULES AND REGULATIONS
1, Participant shall obtain all licenses and/or permits required for the Promotion. The
Promotion must comply with any law, regulation, ordinance or code of any
governmental entity having jurisdiction over the Center.
2. Raffles or any similar activity shall be conducted subject to, and in accordance with
federal, state and local laws and regulations including gaming and/or lottery laws
and require the prior written consent of Owner. Notwithstanding the foregoing,
Participant shall provide notice in all materials related to any promotional games,
sweepstakes, contest drawings and giveaways (individually and collectively
referred to as "Sweepstakes") that Owner and The Taubman Company LLC as
Managing Agent have no involvement in Sweepstakes and Participant is the party
solely responsible for Sweepstakes. Participant agrees to cause each entrant to
release and hold harmless Owner and The Taubman Company LLC as Managing
Agent from any and all claims growing or arising out of any Sweepstakes.
3. Owner shall provide security for the Promotion in accordance with the standard
operating procedures for the Center. Notwithstanding the foregoing, Participant
shall be responsible for initiating and supervising all safety precautions and
programs to ensure the safety of all visitors to the Center in connection with the
performance of this Agreement.
4. In the event that Participant fails to vacate the Center upon expiration or termination
of this Agreement, Owner may remove or cause to be removed all of Participant's
property 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 Participant and may be discarded by Owner without any
liability to Participant whatsoever. Owner shall not be responsible for property or
any damage thereto, and Participant shall be solely responsible for all costs
associated with such removal, storage and disposal incurred by Owner.
5. Any visual or audiovisual demonstrations which constitute all or a part of the
Promotion are subject to the standard operating procedures of the Center.
6. The height, sound level, location and placement of the Promotion shall be subject to
the rights of Center tenants and department stores and shall not impede the free
flow of pedestrian traffic throughout the Center.
7. In the event that Participant is permitted to conduct solicitation during Promotion as
determined in Owner's sole discretion, Participant and Participant's employees
and/or agents shall not solicit Center customers in any location of the Center other
than the Promotion Location. Employees and/or agents of Participant are not to "call
out" to Center customers in a loud, aggressive or hawking manner; Licenses'
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employees and/or agents must maintain a volume of speaking voice appropriate for
Center.
8. Owner may prohibit, remove or relocate, at Participant's sole expense, any
Promotion or portion thereof, which in its sole discretion is not in accordance with
the character of the Promotion, the standards of the Center, or is in violation of any
law.
9. To the extent permitted by law, Participant shall provide Owner with a list of
customer names and addresses obtained in the course of the Promotion. No such
names and addresses shall be used by Participant in connection with the conduct of
any future business activity, nor shall such names and addresses be sold to any
third party.
10. All promotional materials, including Sweepstakes distributed by Participant related
to Promotion and to Center customers must be approved by Owner in advance and
in writing prior to such distribution, which approval shall be subject to revocation.
11. All determinations regarding the use of the Center premises shall be made solely by
Owner and shall be final.
12. Any rights granted to Participant 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 (ii) 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 Mallscape. 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/b/a Taubman Mall Media Impact
("TMMI"), on behalf of Owner, displayed in the common areas of the Center from
time to time.
13. These Promotional Activity Rules and Regulations incorporate by reference, all
rules and regulations of the Center, including rules pertaining to rights of public
access.
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