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HomeMy WebLinkAbout1997-07-08 - AGENDA REPORTS - MUSIC FESTIVAL CONSULTANT AGRE (2)AGENDA REPORT (•CiManager Approva T Item to be presented by: Rick Putnam CONSENT CALENDAR DATE: July 8, 1997 SUBJECT: COWBOY POETRY AND MUSIC FESTIVAL SPONSORSHIP CONSULTANT AGREEMENT DEPARTMENT: Parks, Recreation and Community Services Amorosano Associates was approved by the Council to be the marketing consultant for the 1997 Cowboy Poetry and Music Festival. Amorosano Associates was able to develop cash and in-kind services to assist in creating the most successful Festival to date. The 1998 agreement has been revised to cultivate and encourage new corporate sponsors for cash and in-kind services. Amorosano Associates will first work with the 1997 sponsors, who contributed $33,750, and collect a sum equal to the consultant fee ($11,490) of this agreement. Once this level is achieved, Amorosano Associates will be eligible for a 25% commission on new cash sponsors in 1998, and any amounts of past sponsorships that have expanded in 1998. As a result, Amorosano Associates consultant fee will be completely paid for prior to the incentive being implemented. The agreement has been developed and approved by the City Attorney. This is a nine-month marketing consultant contract for $11,490, and will be billed to account number 7231-8110. It is recommended that the City Council approve the sponsorship agreement for the 1998 Cowboy Poetry and Music Festival. ATTACHMENT Reading File - Sponsorship Letter of Agreement RP/MM:skh pr\mumil am wsan.797 t�D Agenda item: 3 AGREEMENT FOR PUBLIC RELATIONS CONSULTING SERVICES THIS AGREEMENT is entered into by and between the City OF SANTA CLARITA (hereinafter "CITY") and AMOROSANO ASSOCIATES PUBLIC RELATIONS (hereinafter "CONTRACTOR") and shall be dated as of , 1997. In consideration of the mutual covenants and agreements set forth herein the parties agree as follows: SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts: A. CITY desires to retain CONTRACTOR to perform certain sponsorship, public relations, and marketing for the 1998 Cowboy Poetry and Music Festival ("Festival') in the City; and B. It is the desire of the parties hereto to formalize their relationship by means of this Agreement pertaining to the performance of such services; and C. CONTRACTOR has agreed to provide such services, in the time, manner and for the compensation, as hereinafter set forth; and D. The CITY has determined that the public interest, convenience and necessity require the execution of this Agreement. SECTION 2. SERVICES TO BE PROVIDED. A. CONTRACTOR shall provide the services described in Exhibit A, attached hereto and incorporated herein by this reference. SECTION 3. COMPENSATION. A Basic Services, CITY shall pay CONTRACTOR $1,110.00 per month for the TERM of the AGREEMENT. CONTRACTOR shall also receive from CITY a total of $1,500.00 to be used for approved expenses. The total cost, including expenses, for the services performed under this AGREEMENT shall not exceed $11,490. On a case-by-case basis, the CONTRACTOR may make written requests to CITY to get approval for additional expenses relating to the pursuit of sponsorship, including travel and entertainment. Approval for these additional expenses shall be in writing by CITY to CONTRACTOR and approved only by the City s Director of the Parks, Recreation; and Community Services Department. B. Commission. CITY agrees to pay CONTRACTOR additional compensation based on the following schedule: 1. CONTRACTOR shall receive twenty-five percent (25%) Commission on all new and expanded sponsorship dollars, exceeding $11,490 from pre-existing sponsors. All cash sponsorship commission shall be paid by CITY within three weeks of receipt. and clearance by CITY. New sponsorships dollars are defined as cash derived or in lieu sponsorships from sponsorships not present in relation to the 1997 Cowboy Poetry and Music Festival. Expanded sponsorship dollars are —1— defined as cash sponsorships or in-kind sponsorships raised from pre-existing sponsors over and above their contributions to the 1997 Cowboy Poetry and Music Festival. 2. CONTRACTOR shall receive twenty percent (20%) Commission on all new and expanded in-kind sponsorships for products or services currently budgeted or deemed integral to the operation of the Festival. All in-kind sponsorship commissions shall be paid by CITY within three weeks of receipt and clearance by CITY. In its sole discretion, CITY shall determine whether in-kind sponsorships constitute services that are budgeted or deemed integral to the operation of the Festival and shall determine the value of in-kind sponsorships. 3. The Commissions referred to in Paragraphs (2) and (3) above shall only be paid on all recurring, new, and expanded sponsorships. Recurring sponsorships are defined as new cash or in-kind sponsorships acquired by CONTRACTOR after the date of execution of this agreement that re -occur from year-to-year. Commissions are payable on all sponsorships only as long as CITY contracts with CONTRACTOR. C. Payment for Services. CONTRACTOR shall submit monthly reports and invoices for the basic retainer services provided pursuant to this AGREEMENT summarizing work performed and any significant accomplishments and achievements occurring in such month. A separate invoice shall be submitted for monthly expenses. CONTRACTOR shall submit a complete accounting and invoice for all items related to expense reimbursements. CONTRACTOR understands that the total nine month project limit for expenses is $1,500 and services covered in expenses include, but are not limited to: postage; messenger service; telephone; photo services; fax charges; copying and other miscellaneous expenditures. CONTRACTOR shall be notified of receipt and clearance of all cash sponsorship contributions received by the City so that CONTRACTOR can submit an invoice to CITY for Commissions on all new and expanded sponsorship dollars not present in relation to.the 1997 Cowboy Poetry and Music Festival. CONTRACTOR shall be notified of receipt of all new and expanded in-kind sponsorships for products or services currently budgeted or deemed integral to the operation of the Festival so CONTRACTOR can submit an invoice for commissions owed. Except as otherwise provided in this Agreement, payment to CONTRACTOR shall be made by CITY upon receipt of the statement, except for those specific items on the billing which are contested or questioned by the CITY and returned by CITY, with written explanation. CONTRACTOR shall provide to CITY a written response to any statement contested or questioned and further, upon request of CITY, provide it with any and all documents related to the service or costs. No charge shall be made for time expended in providing this. information to the CITY: Any dispute shall be determined by the City s Director of Parks, Recreation & Community Services. SECTION 4. TERNL The term of this Agreement shall be nine (9) months and shall commence on July _, 1997, and shall terminate on April _, 1998. At the mutual written agreement of CITY and CONTRACTOR, this Agreement may be extended for an additional term. The Parties agree that they will use their best efforts to decide whether to extend this Agreement on or before the last day of the current term. This AGREEMENT may be terminated by CITY. or CONTRACTOR upon 15 days written notice. In the event of termination, CONTRACTOR shall be paid for the work completed up to the date of notice of -2- termination. Upon .termination, CONTRACTOR shall deliver all materials relative to this AGREEMENT to CITY. SECTION 5. NOTICES. Notices required pursuant to this Agreement shall be given by personal service upon the party to be notified, or by delivery of same to the custody of the United States Postal Service, or its lawful successor, postage prepared and addressed as follows: CITY: CITY OF SANTA CLARITA 23920 Valencia Boulevard, Suite 120 Santa Clarita, California 91355-2196 Attention: City Clerk CONTRACTOR: AMOROSANO ASSOCIATES 411 North Central Avenue, Suite 230 Glendale, California 91203 Attention: Ken Amorosano SECTION 6. INDEMNIFICATION. CONTRACTOR agrees to indemnify, defend, and hold harmless City and all of its officers, agents, -and employees from any and all liability, claims, damages, or injuries to any person, including injury to CONTRACTOR'S employees and all claims which arise from or are connected with the performance of or failure to perform the work or other obligations of this Agreement, or as caused or claimed to be caused by the acts or omissions of CONTRACTOR, its agents or employees, and all expenses of investigation and defending against same; provided, however that this indemnification and hold harmless shall not include any claim arising from the active negligence or willful misconduct of CITY, its agents, or employees. SECTION 7. LIABILITY AND INSURANCE. CONTRACTOR does hereby agree to take out and maintain in full force and effect under the terms of this Agreement an automobile liability insurance policy with coverage of not less than $100,000 per occurrence. Further, CONTRACTOR shall comply with any applicable insurance coverage requirements of the Workers' Compensation Laws of the State of California. CONTRACTOR shall be responsible for obtaining the services of all persons required to perform the work required by .this Agreement, including but not limited to such subcontractors as CONTRACTOR desires to employ. It is understood and agreed that CITY, its officers, employees, or agents are not liable for activities performed by or on behalf of CONTRACTOR, including claims for property damage which may arise from operations performed pursuant to this AGREEMENT whether such operations are by CONTRACTOR itself, or by its agents, employees, and/or subcontractors. SECTION S. GENERAL PROVISIONS A. CONTRACTOR shall not assign this Agreement, or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that CONTRACTOR is uniquely qualified to perform the services provided for in this Agreement. B. CONTRACTOR is and shall at all times remain as to the CITY a wholly independent contractor. Neither the CITY nor any of its officers, employees, servants or agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR's officers, isle employees or agents. CONTRACTOR shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner employees of the CITY. CONTRACTOR, as a self-employed person, shall be solely responsible for payment of federal and state income and other taxes, and will not be an employee of CITY for Workers' Compensation or any other purposes, and will not have Unemployment Insurance Benefits, Social Security coverage, or other employee benefits. C. In the performance of this Agreement, CONTRACTOR shall not engage in discrimination in employment of persons because of the age, race, color, sex, national origin or ancestry or religion of such persons. D. All materials generated by CONTRACTOR shall be the property of the CITY and shall be available to the CITY at all times upon request. Examples of materials include but are not limited to; computer discs/files, letters of correspondence, telephone/address lists of contacts/sponsors, and Sponsorship Opportunities Book, etc. E. Nothing contained in this Agreement shall be deemed, construed or represented by the CITY or CONTRACTOR to any third person to create the relationship of principal or agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature between the CITY and CONTRACTOR. F. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed and acknowledged by both of the parties hereto. G. Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared.the Agreement or caused it to be prepared. H. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. I. CONTRACTOR shall represent CITY in a professional and ethical manner. CONTRACTOR shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations, guidelines and rules in effect during the term of this AGREEMENT. CONTRACTOR shall make no representations to persons which are inconsistent with the 1998 Cowboy Poetry and Music Festival Sponsorship Program Guidelines or other guidelines provided to the CONTRACTOR by the City during the course of the Agreement. CONTRACTOR shall not engage in any negotiations for opportunities, recognition; or gifts to be given any sponsor, without the prior written consent of CITY. J. CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this 'Agreement. CONTRACTOR �! further covenants that in the performance of this contract no person having any such interest shall be employed or contracted with CONTRACTOR. K. CONTRACTOR represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. CONTRACTOR shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, CONTRACTOR shall employ,. at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of CONTRACTOR under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their representatives as follows: Attest: THE CITY OF SANTA CLARITA By: By: City Clerk George Caravalho, City Manager Date: Date: Approved as to form: / _ 2 `W. LuE Date: 9 Ken Amorosano, CONTRACTOR Date: -5- EXHIBIT A SCOPE OF WORK CONTRACTOR shall provide the City the following services: 1. Develop, design, and create a sponsorship campaign for the 1998 Cowboy Poetry and Music Festival. This includes: creating the sponsorship categories, levels, and descrip- tions; organizing and supervising the printing of the information into mass-produced sponsorship booklets for distribution and prepare for mailing by City; contact all past Festival sponsors for renewal and upgrades of sponsorships; research and contact new sponsors; maintain accurate records of all contacts and sponsorship levels; develop correspondence and relations with sponsors for communications, commitment fulfillments, sponsor agreements, and hospitality. All sponsorship monies and in-kind services/goods collected by CONTRACTOR for the 1998 Cowboy Poetry and Music Festival shall be made payable to the City of Santa Clarita and issued to City in a timely manner. CONTRACTOR shall prepare and deliver a final written report on or before April _, 1998, to City on the total Festival sponsorship campaign. 2. Develop, design, and create a public relations campaign for the 1998 Cowboy Poetry and Music Festival. This includes: develop a multi -tiered campaign designed to broaden the image of the Festival and secure national exposure conducive to the marketing needs of sponsorship; saturation of not only western -related media, but also mainstream national publications and television outlets such as People, Time, Entertainment Tonight, CNN, and similar outlets. The national campaign is essential in developing an image which appeals to major sponsors.. CONTRACTOR shall prepare and deliver a written final report on or before April _, 1998, to City on the total Festival public relations campaign. 3. Develop, design, and create a marketing campaign for the 1998 Cowboy Poetry and Music Festival. This includes: serving as advisor in the ongoing advertising and direct mail campaign; devising ways to expose the Festival to others in the event industry through advertising, entertainment, and music trade publications and business journals; examining better ways to reach potential sponsors and the public through other outdoor events of similar interest. The CONTRACTOR shall also re-examine the event program booklet and help develop it into a profitable source of advertising while at the same time creating a valuable marketing tool for sponsorship. CONTRACTOR shall also examine ways to better promote sponsors on-site during the event. CONTRACTOR shall prepare and deliver a final written report on April _, 1998, to City on the total Festival marketing campaign. 4. Be available with proper professional notification to attend Cowboy Poetry and Music Festival -related meetings in the City of Santa Clarita, either at City Hall, Melody Ranch, satellite City offices, or business locations. Some of these meetings may be in the evening, such as City Council and Parks and Recreation Commission meetings. 5. Initiate a sponsorship drive to businesses in and around the City of Santa Clarita. 6. Initiate a sponsorship drive to nationally recognized companies and those engaged in the Western lifestyle market. 7. Submit all written documents that are prepared by the CONTRACTOR for release to entities in the sponsorship, marketing, and public relations of the.1998 Cowboy Poetry and Music Festival first to the City of Santa Clarita for final approval prior to release. 8. Regularly inform the City Public Information Officer of all CONTRACTOR's work in the area of Public Relations and Marketing. 9. Personally supervise the set-up and hours of operation of the VIP Media Hacienda during the Cowboy Poetry and Music Festival on March 27-29, 1998. It is required that the CONTRACTOR personally staff this area during hours of operation to oversee Sponsor hospitality. The hours of operation are Saturday, March 28, 1998, 10:00 a.m.- 10:00 .m:10:00 p.m. and Sunday, March 29, 1998, 10:00 a.m.- 6:00 p.m. 10. Prepare in advance all thank you letters to all cash and in-kind sponsors of the Festival so they will all be mailed to sponsors by CONTRACTOR on or before April _, 1998. pr\cpoetry\am ms.a11