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HomeMy WebLinkAboutMASSINGER, HERB - Agent for sponsorship of 1999 Fouth of July Celebration - New York Roadrunners Inc - Tommy Hilfiger 3/15/99 - 1999-03-15Council/Agency Meeting Held: VA erred/Continued to:pprovgd /.-4 Conditionally Approved ❑ Denied �U7'Y Ci lerk's Signature -- Council Meeting Date: March 15, 1999 1 Department ID Number: CS99-005 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administratora,,L/ PREPARED BY: RON HAGAN, Director, Community Services SUBJECT: APPROVE AGREEMENTS WITH THE NEW YORK ROAD RUNNERS CLUB, INC., PACIFIC SPORTS, AND HERB MASSINGER OF RACE PACE Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment{sj Statement of Issue: Shall the city enter into a promotional agreement with the New York Road Runners Club, Inc., who represents Tommy Hilfiger Clothing and Fragrances, for the purpose of title sponsor for the 1999 Fourth of July Run/Expo, and presenting sponsor for the parade, fireworks show, and bash? In addition, should the'city enter into agreements with Pacific Sports to -organize and manage the 5K Run/Expo, and with Herb Massinger of Race Pace to act as agent for the city with regard to the New York Road Runners Club, Inc.? Funding Source: General Fund, to be reimbursed from the 4lh of July fund-raising activities and donations from Tommy Hilfiger and other sponsors. Recommended Action: Motion to approve one-year agreements with the New York Road Runners Club, Inc., Pacific Sports, and Herb Massinger in conjunction with the Fourth of July Run, and authorize the Mayor and City Clerk to execute same. Alternative Actiion(s): Do not approve one-year agreements with the New York Road Runners Club, Inc., Pacific Sports, or Herb Massinger, and direct staff to renegotiate the terms and conditions for the agreements. Analysis: The Fourth of July Executive Board has been directed by City Council to make the l a 4 of July celebration a self-sufficient event. To that end, the city has attempted for the past few years to bring in major sponsors. This year, the city has an opportunity to have Tommy Hilfiger Clothing and Fragrances as a title sponsor for the runlexpo and presenting sponsor for the parade, fireworks show, and bash. Tommy Hilfiger, through the New York Road • REQUEST MEETING DATE: March 15, 1999 �'c6�fcvee� Gar f �' FOR COUN5CIL v ACTION � DEPARTMENT ID NUMBER: CS99-005 Runners Club, Inc., will be sponsoring 4th of July runs across the country in New York, Chicago, Dallas, Houston, Boston, Washington D.C., Portland, Tampa, Oklahoma City, Charlotte, St. Louis, Pittsburgh, and Huntington Beach. Tommy Hilfiger plans to build a national advertising campaign around its nationwide 4th of July run series. All Hilfiger clothing, fragrances, and merchandise are produced only in the colors of red, white and blue; hence, they feel that 4th of July activities across the country are a perfect match for a national advertising campaign. Because Huntington Beach is the only venue in California for the 4th of July run series, sponsoring of this city's parade, fireworks, and bash is extremely important to the Tommy Hilfiger ad campaign. This has enabled city staff to negotiate terms which will bring the event $90,000 cash, less agent's commission, plus 5,000 Tommy Hilfiger 4th of July T-shirts. The Fourth of July Executive Board received proposals from three run operators: Pacific Sports, Kinane Events, and Race Pace. Staff interviewed these companies in coordination with the New York Road Runners Club, and selected the low bidder, Pacific Sports. Pacific Sorts is ready to meet the contractual responsibility of the city with the title sponsor of the 4of July run. This sponsorship opportunity has been made possible through the efforts of Herb Massinger and his contacts with the New York Road Runners Club. Staff is asking that City Council approve a one-year agent contract with Massinger for bringing Tommy Hilfiger to the city as a title sponsor. Environmental Status: Not applicable. Attachment(s): 1. Agreement with New York Road Runners Club, Inc. ... ........ . ... 2. Agreement with Pacific Sports . ......:.....:::. :....:..:............ 3. Agreement with Herb Massinger RCA Author: RH:BF:cr RCA Hiifger.doc -2- 03/04/99 1:56 PM ATTACHMENT #1 m LJ I WAIN 144-4,%61 "TACHMENT #2 ='i • r�` �:. � :_ :: AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HERB MASSINGER FOR APPOINTMENT OF AN AGENT FOR THE SPONSORSHIP OF THE 1999 HUNTINGTON BEACH FOURTH OF JULY CELEBRATION THIS AGREEMENT (the "Agreement") is made and entered effective this il day of 1999, by and between City of Huntington Beach (CITY), a municipal corporation, and Herb Massinger, an individual (AGENT). In consideration of the mutual promises and covenants contained in this Agreement, CITY and AGENT agree as follows: l . Term. This Agreement shall become effective _% /�, 1999, and shall continue until July 15, 1999, unless sooner terminated as provided her in. 2. Appointment and Authorization of AGENT (a) CITY agrees to retain and appoint AGENT to represent it in carrying out its negotiation and procurement of an agency relationship with the New York Roadrunners, Inc., a sponsorship of the 1999 City of Huntington Beach Fourth of July Celebration by Tommy Hilfiger. It is anticipated that said sponsorship will generate Ninety Thousand Dollars ($90,000) in revenue. (b) In order to achieve such sponsorship, AGENT shall develop a package of sponsorship benefits that could be offered to New York Roadrunners, Inc. for the benefit of Tommy Hilfiger. The City Council shall approve such package. (c) The City Council retains the discretion to disapprove any sponsorship agreement. The CITY shall have no obligation under any circumstances to pay AGENT commissions for denial of any sponsorship agreement, even if the denial was in "bad faith." (d) AGENT shall have no power or authority to contract directly with any third party in connection herewith or in any manner on behalf of CITY. (e) Any sponsorship agreement shall be in the name of and executed by CITY and all details of such agreement require written approval of CITY. The AGENT understands that CITY, in its sole unfettered discretion, may disapprove of any proposed sponsorship agreement in its discretion, and may require time to investigate the appropriateness of the proposed sponsorship agreement before granting or withholding approval. 3. AGENT's Duties. AGENT agrees that he shall: (a) Exercise his best efforts, using its skill, experience, and knowledge to the best of its professional ability in providing the services required under this Agreement. (b) Inform CITY of any fact or occurrence that affects CITY interests, and disclose to CITY any personal, business, or financial interest (including but not limited to any agreel']assingr l ownership interest in, representation of, or employment by any person or firm providing any product or service that competes with any product or service provided by CITY that may actually or potentially impair or otherwise affect AGENT's ability to represent CITY's interests to the maximum extent contemplated by this Agreement. (c) Not serve any of CITY's competitors with respect to any of the products or services to the advertised under this Agreement without prior disclosure to, and specific written approval by, CITY. (d) Pursuant to the California Political Reform Act, AGENT shall be considered to be a "consultant" subject to the terms of the Act, within the meaning of the various regulations the Fair Political Practices Commission has promulgated concerning consultants. AGENT shall file a Statement of Economic Interest with the City Clerk upon assuming the position of AGENT, and subsequently on an annual basis, and upon termination of this Agreement. Further, AGENT shall comply with California Government Code Section 1090. 4. Compensation and Expenses. AGENT shall receive a twenty-five percent (25%) commission on total gross revenues generated by sponsorship agreement procured by AGENT and approved by CITY. CITY shall pay AGENT said compensation within sixty (60) days following CITY receipt of the revenues. The packaging and pricing of said sponsorship agreement may be changed by CITY in its discretion from time to time, and AGENT shall not receive any increased commission as a result of such change unless AGENT negotiated the change. If CITY's revenues from a sponsorship agreement are reduced, then the commission due shall be reduced accordingly. Commissions shall only be paid from total gross revenues and on a project by project cash accounting basis. CITY shall pay ten percent (10%) commission pursuant to said sponsorship agreement where the benefits are of a non -cash nature, including but not limited to provision of property or services to the CITY. 5. No Employment; No Representations. AGENT agrees that this Agreement is not a contract for employment and AGENT shall be an independent contractor to CITY. AGENT shall not receive any salary, bonuses or employment benefits from CITY. CITY makes no representations or warranties about the total amount of commissions or other remuneration that AGENT may earn from the procurement of corporate partnership arrangements otherwise. 6. Representations to Sponsors. AGENT shall not make any statements or representations to prospective sponsors that could mislead or confuse the sponsors, and shall indemnify, hold harmless and defend CITY from and against any and all claims, damages, liabilities, losses, costs, charges, and expenses (including reasonable attorney fees) resulting therefrom, which may be brought in connection with or arising from any such statements or representations. 7. Termination. a) Any time after execution of this Agreement, this Agreement rriay be terminated without cause upon one month's written notice by either party. If this Agreement is 2 agree/Massingr terminated under this clause, all services received under the terms and conditions of this Agreement shall be performed until all payments of commissions due up to the date of termination shall be made. (b) In the event AGENT or any employee of AGENT performing services on behalf of CITY for the benefit of CITY breaches this Agreement, CITY shall have the right to terminate this Agreement immediately by giving notice to AGENT. CITY shall have no obligation to pay AGENT commissions in connection with any matter for which AGENT was terminated for cause. Termination of this Agreement by CITY shall not limit any other right or remedy which CITY may have under this Agreement, at law or in equity. (c) UNDER NO CIRCUMSTANCES SHALL CITY BE LIABLE TO AGENT OR ANY THIRD PARTY CLAIMING BY OR THROUGH AGENT FOR CONSEQUENTIAL DAMAGES OR LOST PROFITS. This paragraph shall survive the termination of this Agreement. 8. Entire Agreement; Amendment. This Agreement comprises the entire agreement of and between the parties with respect to the subject matter hereof. This Agreement may be amended or supplemented only by written agreement of CITY and AGENT. 9. Waiver of Breach. Any failure of AGENT or CITY to comply with any provision of this Agreement may be expressly waived in writing, but such waiver shall not be construed as a waiver of or an estoppel with respect to any subsequent or other breach. 10. Assignment; Successors and Assigns. AGENT shall have no right to assign, sell, transfer or delegate, whether involuntarily or by operation of law, any right or obligation under this Agreement without the prior written consent of CITY. Any purported assignment, transfer or delegation in violation of this section shall be null and void. Subject to the foregoing limits on assignment and delegation, this Agreement shall be binding and shall inure to the benefit of the parties and their respective successors and assigns. 11. Hold Harmless. AGENT shall protect, defend, indemnify and hold harmless CITY, its officers, officials, employees and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. 12. Controlling Law. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. 13. Notices. All notices pertaining to Agreement shall be in writing and shall be transmitted either by personal hand delivery or through the facilities of the United States Postal Service. The addresses contained herein for the respective parties shall be the places where notices shall be sent, unless written notice of a change of address is given. 3 agree/Massingr i FOR CITY: Ron Hagan Director of Community Services CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 FOR AGENT: Herb Massinger Race Pace P. O. Box 795 Dana Point, CA 92629 14. Legal Services Subcontracting Prohibited. AGENT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. AGENT understands that pursuant to Huntington Beach City Charter § 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by AGENT. 15. Severability. If any provision of this Agreement is invalid, illegal or unenforceable, the balance of this Agreement shall remain in full force and effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and the year first above written. HERB MASSINGER, an individual CITY OF HUNUNIGTON BEACH, A municipal corporation of the State of California By: Herb Massinger, an ind idual Mayor REVIEWED AND APPROVED: Administrator ATTES f City Clerk 0 A-y! ,7 APPROVED AS TO ��City Attorney AA111 p INI IATED PR VED: Di ector of Co unity Services agree/Massingr 4 1 Fm CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK LETTER OF TRANSIMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HU TV GTO` BEACH DATE: APB I L t , l Cl 5 r7 TO: f}te l" ATTENTION: #Z'e-6 � tss )j rL� Na co &?-, 7Y-- DEPARTMENT: St cct Po f y REGARDING:AjVwM_—IY1��1T__O�1V6e4TGG4 ML City, State, Zip ' &e'c.ek �,pC) t6 Gr `7✓� eIChYa-iyia hJ See Attached Action Agenda Item /4 Date of Approval 9 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: �c Connie Brockway City Clerk Attachments: Action Agenda Page Agreement Bonds Insurance RCA Deed Other ,I CC: /6Y, �y / Name Department RCA Agreement Insurance Other Name Department RCA AFecen:e^t Insurance Other Name Department RCA Ap.-c-ment Insurance Other Name Department RCA Agreenaen: Insurance Other Risk Management Dept- Insurance Received by Name - Company Name - Date G:followup/coverltr (Telephone: 714.536.5227 ) RCA ROUTING SHEET I INITIATING DEPARTMENT: I COMMUNITY SERVICES I SUBJECT: APPROVE AGREEMENTS WITH THE NEW YORK ROAD RUNNERS CLUB, INC., PACIFIC SPORTS, AND HERB I I MASSINGER OF RACE PACE - I COUNCIL MEETING DATE: I March 15, 1999 1 ...... .............................. .. .. .. .. ..... .. .. .. .. .. ..... .. ................................. . ...... ........... ........... .. ..... . ...... .. TTACHMENTS; .. .......... ............ .............................. ........................... ..... ..... ........ ... .............. ........... :...; ...... .. .. .. .. .. RCA .... A ....... .. . .. .. .. .. ... .................. .. . . . . . .. ............... ................... ............. ............... . ........ .. .. .5 STATUS . . .................................................. . Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if aeplicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed infullby the City Attomey) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attomey) Not Applicable Certificates of Insurance (Approved by the City Attomey) Attached Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds If applicable) Not Applicable --- Staff Report If applicable) Not Applicable Commission, Board or Committee _Repqq If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable ..:..:...'..:..:�....:..:.:...:..:.:...:..:.:..:..:.�...:..:.....:.:.:.. . .:.. ....:EXPLANATION:FOR�MISSING.ATTA . . . . ...m.....—........ .... .......... ........................ ....... ... .. .. . . .... . .......... .. .. .. ........... .. . .. ..... ...... .. .. ........ ..... .... . .. .. .. .. .. .............. ... . : .. .. ..... .. .. ....... .. ..... . .. .. .. .. .. .. .. ...... .. ..... ..... ............. .. ....... .. ..... .. ........ .. .. ... EXPLANATION...FOR: RETURN OFITEM" "." " " ' ' " ' " " " " " " " ' " ' " " " " " ::, . .. .. .. ..... ........... . ... .. .. ..... ..... ......... RCA Author: