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HomeMy WebLinkAboutContract 1959 0— (164i AGREEMENT FOR SPONSORSHIP SPECIALIST SERVICES BY AND BETWEEN THE CITY OF CATHEDRAL CITY, AND SAMUEL ERIC DAVIS This Agreement for Services ("Agreement") is entered into as of this 1 day of July, 2022 ("Effective Date") by and between the City of Cathedral City, a California Charter ("City"), and Samuel Eric Davis, a Sole Proprietor ("Specialist"). City and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS WHEREAS, the City has sought the performance of the services defined and described particularly in Section 2 of this Agreement; and WHEREAS, the City desires to retain Specialist to research, contact and foster sponsorship revenue and in kind revenue for events coordinated, designed, or produced by the City ; and WHEREAS, Specialist was selected through direct negotiation by the City to perform those services. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and agreements made by the Parties and contained herein and for other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: SECTION 1. DEFINITIONS (a) "Event(s)" means any activity that is coordinated, designed, or produced by the City. (b) "In Kind Sponsorships" means a sponsorship where the sponsor agrees to provide goods or services (value in kind) instead of cash as part of a sponsorship agreement. SECTION 2. GENERAL SCOPE; ENGAGEMENT OF SPECIALIST The City hereby engages Specialist to research, contact, and foster sponsorship revenue and in-kind revenue for Events coordinated, designed, or produced by the City. RIV#4811-6859-8457 v1 1 SECTION 3. SERVICE PROVIDER SCOPE OF SERVICES (a) Scope of Services. Service Provider shall provide sponsorship specialist services as set forth in Exhibit "A" [Scope of Services]. (b) Changes to the Scope of Services. Parties may modify the Services by mutual agreement, in writing signed by the duly authorized representative of each Party. SECTION 4. TERM OF AGREEMENT Subject to the provisions of Section 11 "Termination" of this Agreement, the initial term of this Agreement shall be for a period of two (2) years commencing on the Effective Date first ascribed above. SECTION 5. BILLING AND PAYMENT (a) Invoice. Specialist shall provide an invoice to the City detailing charges for work performed within thirty (30) days after the completion of an Event and payments have been received by the City. (b) Payment. City shall pay Specialist a fee equal to thirty percent (30%) of cash revenue raised by the Specialist for the purpose of funding Events produced by the City of Cathedral City up until June 30, 2024. No compensation will be given for In- Kind Sponsorships. (c) Fee Disputes. In the event the City disputes any particular item or amount on an invoice, City shall provide Specialist with written notice within seven (7) days of receipt of the invoice, stating the particulars of the dispute. The Parties shall mutually cooperate to resolve any such disputes in good faith and by mutual agreement. All items not in dispute shall be paid as provided for above. SECTION 6. EXPENSES PAID BY SPECIALIST The Specialist's business and travel expenses are to be paid by the Specialist and not by the City. SECTION 7. SERVICE PROVIDER REPRESENTATIONS (a) Standard of Performance. Specialist shall perform services with the degree, skill and care observed by national firms performing the same or similar services. (b) Compliance with Laws. Specialist shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. Specialist represents and warrants to City that it has and shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance and approvals which are legally required for Specialist to practice its profession. RIV#4811-6859-8457 v1 2 (c) Independent Contractor. Specialist is not to be considered an agent or employee of City for any purpose, and neither Specialist nor any employees of Service Provider are entitled to any of the benefits that City provides for City's employees. It is understood that Specialist is free to contract for similar services to be performed for other cities, persons or entities during the term of the Agreement. Specialist shall be fully responsible for all income, social security or other taxes or deductions relating to the services it performs for City. (d) Standing of Business Entity. Specialist is a duly organized business, validly existing and in good standing in its jurisdiction of incorporation and qualified to do business in each other jurisdiction where the nature of its business makes such qualification necessary. SECTION 8. INDEPENDENT CONTRACTOR (a) The City and Specialist agree and represent that this Agreement is entered into with the understanding that Specialist is not an employee of the City and is intended, for all purposes, to have the status of independent contractor. (i) In the event that the City determines that a legal, judicial, or administrative determination has a material effect upon the status of Specialist as an independent contractor, the City shall have the right, with or without notice, to automatically terminate the Agreement. In the City's sole discretion, the City may propose modification of the Agreement's terms to permit Service Provider's continued provision of services. (b) Specialist is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Specialist shall at all times be under Specialist's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Specialist or any of Service Provider's officers, employees, or agents, except as set forth in this Agreement. In this regard, the parties agree that the following terms apply to this Agreement: (i) Specialist has set and has a meaningful opportunity to negotiate the compensation for Services provided under this Agreement in Section 5. (ii) Specialist is permitted to determine the hours during which services will be provided. (iii) Specialist is to provide all their own tools and materials (e.g. computer, cell phone, office supplies). (iv) Specialist is customarily engaged in and holds themselves out to as available to perform the type of sponsorship specialist services described in Exhibit RIV#4811-6859-8457 v1 3 (v) Specialist provides services primarily at their own business premises, which are located at 67782 East Palm Canyon Drive #267, Cathedral City, California 92234. (vi) Specialist has professional business cards, telephone extension, and an email address for their service area. (vii) Specialist has a license relevant to the services described in Exhibit "A". (viii) Specialist possesses a business license. (c) Specialist shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Specialist shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner. (d) No employee benefits shall be available to Specialist in connection with the performance of this Agreement. Except for the fees paid to Specialist as provided in Section 5 of this Agreement, the City shall not pay salaries, wages, or other compensation to Specialist for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Specialist for injury or sickness arising out of performing services hereunder. (e) Neither Specialist, nor any of Service Provider's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. SECTION 9. NO SET WORK HOURS The Specialist has no set hours of work. There is no requirement that the Specialist work full time or otherwise account for work hours. SECTION 10. INDEMNITY To the fullest extent permitted by law, the Parties shall defend, indemnify, and hold harmless each other and their respective officers, elected officials, employees, agents, and volunteers (collectively "Indemnitees") from and against any and all claims, loss, cost, damage, injury, expense and liability of every kind, nature and description (including, without limitation, fines, penalties, incidental and consequential damages, reasonable court costs and attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith, and costs of investigation), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by the Parties. Neither termination of this Agreement nor completion of the services shall release the Parties from their obligations under this Agreement, as long as the event giving rise to the claim, loss, cost, damage, injury, expense or liability occurred prior to the effective date of any such termination or completion. RIV#4811-6859-8457 v1 4 SECTION 11. TERMINATION (a) City Termination. City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Specialist. Specialist shall, upon City's direction, cease all work in progress. (b) Suspension. City may temporarily suspend this Agreement, at no additional cost to City, provided that Specialist is given written notice of temporary suspension. If City gives such notice of temporary suspension, Specialist shall immediately suspend its activities under this Agreement. A temporary suspension may be issued concurrent with the notice of termination provided for in this Section. (c) Service Provider Termination. Service Provider mayterminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (d) Performance of Material Obligations. If either Service Provider or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Specialist, or City may terminate this Agreement immediately upon written notice. (e) Final Invoice. Upon termination of this Agreement by either Specialist or City, all property belonging exclusively to City which is in Specialist's possession shall be returned to City. Service Provider shall furnish to City a final invoice for work performed by Service Provider, as set forth in Section 5 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 5 of this Agreement. SECTION 12. EFFECT OF TERMINATION (a) Records and Executory Contracts. Upon termination of this Agreement, for any reason, all of the records in the Service Provider's possession pertaining to the Scope of Services in Specialist's possession shall be delivered to the City. (b) Sponsorship Specialist Services. Upon termination of this Agreement, all duties and obligations of Specialist shall cease. In no event shall City have the right to reduce or deduct any of the fees due to Specialist under the terms and conditions of this Agreement. SECTION 13. ASSIGNMENT Specialist shall not assign, delegate, or transfer any interest in this Agreement nor the performance of any Specialist's obligations hereunder, without the prior written consent of the City. SECTION 14. NOTICES All notices and other communications required or permitted to be given RIV#4811-6859-8457 v1 5 hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage prepaid, return receipt requested, (b) personal delivery, or (c) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows: City: Specialist: City of Cathedral City Samuel Eric Davis Attn: City Manager 67782 East Palm Canyon Drive #267 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Cathedral City, California 92234 Notices shall be deemed effective . upon receipt or rejection only. P PY SECTION 15. LAW TO GOVERN; VENUE This Agreement shall be governed by the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall take place in the Superior Court of the State of California for the County of Riverside, or if in federal court the United States District Court for the Central District of California, Eastern Division. SECTION 16. AMENDMENT Any amendment to this Agreement will be effective only if it is in writing signed by all Parties to this Agreement. SECTION 17. WAIVER Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. SECTION 18. SEVERABILITY If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 19. ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the Parties with respect to the matters set forth herein. Any amendments, modifications, or changes to this Agreement shall be in writing and signed by both Parties. [Signatures on Following Page] RIV#4811-6859-8457 v1 6 CITY OF CATHEDRAL CITY: ti / e � -� By: � . ,,/lit Charles P. McClendon City Manager Samuel Eric Davis, A Sole Proprietor By: `)ttAnAuSt, (,0 Its: TOVV VP( Approved as to form: BURKE, WILLIAMS & SO' NS , LLP By: 411.1F Eric S. ail City Attorney RIV#4811-6859-8457 v1 7 EXHIBIT "A" SCOPE OF SERVICES During the Term of this Agreement, Specialist shall provide the following services: 1. Research, review, and collect a database of potential sponsors for Events. 2. Review and provide upon request the potential sponsor database with the Communications/ Events Manager prior to contact. 3. Contact potential sponsors to pitch sponsorship levels for Events produced by the City. 4. Assist in the development of collateral material promoting City produced Events. 5. Make presentations to potential sponsors consistent with City messaging. 6. Promote and generate revenue for all planned Events including but not limited to: North Pole Village/Snow Fest; Halloween Spooktacular; East Palm Canyon Banner Program; Tejano Music Festival; and any other mutually agreeable Event unknown at this time of contract. 7. Submit all potential sponsorship agreements to the Communications / Events Manager for final approval prior to effectuating any and all sponsorship payments. 8. Advise the Communications / Events Manager as to the implementation and understanding of each sponsorship agreement orchestrated by the Specialist. RIV#4811-6859-8457 v1 8