HomeMy WebLinkAboutA3090 - PS INTERNATIONAL FILM FESTIVALAMENDMENT NO. 11 TO THE AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 11 to the Agreement for Operation of the Palm Springs
International Film Festival ("Amendment") is made and entered into this 5th day of
January, 2016, by and between the City of Palm Springs, California, a California Charter
City and municipal corporation ("City"), and the Palm Springs International Film Festival
("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for Operation
of the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage, and produce an annual Palm Springs International Film Festival in
January of each year and the City agreed to compensate Festival for such services.
B. Subsequently, the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, and
Amendment No. 10 collectively referred as the "Agreement".
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 1.5 (entitled "Volunteer Coordination") is hereby added to
Section 1.0 ("Services of Festival") to read as follows:
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
Recipient agrees to notify its employees, members and volunteers of
opportunities to volunteer at City events".
SECTION 2. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The Term of this Agreement is hereby extended to June 30,
2016, provided that this Agreement shall terminate on the occurrence
of the event of termination specified in Section 3.3".
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival ORIGINAL BID
Agreement Amendment No. 11 Page 1 AND/OR AGREEMENT
SECTION 2. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
SECTION 8. Section 8.3 of the Agreement (entitled "Covenant Against
Discrimination" is amended to read as follows:
"8.3 Covenant Against Discrimination. Festival covenants that, by and for itself, its
heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination or segregation in the performance of or in
connection with this Agreement regarding any person or group of persons on
account of race, color, creed, religion, sex, marital status, disability, sexual
orientation, gender identity, national origin, physical or mental disability, medical
condition, or ancestry. Festival shall take affirmative action to insure that applicants
are employed and that employees are treated during employment without regard to
their race, color, creed, religion, sex, marital status, disability, sexual orientation,
gender identity, national origin, physical or mental disability, medical condition, or
ancestry.
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter Cit
David H. Ready, Cit ager
ATTEST:
mes Thompson, City Clerk
APPR D AS TO FORM:
Dougl s C. Holland, City Attorney
Palm Springs International Film Festival
Agreement Amendment No. 11
Page 2
PALM SP S T RNATIONAL
FILM F A
Name !
Title: LA
APPROVED BY CITY COUNCIL
AMENDMENT NO. 10 TO THE AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 10 to the Agreement for Operation of the Palm Springs
International Film Festival ("Amendment") is made and entered into this day of
September, 2014, by and between the City of Palm Springs, California, a California
Charter City and municipal corporation ("City"), and the Palm Springs International Film
Festival ("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for Operation
of the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage, and produce an annual Palm Springs International Film Festival in
January of each year and the City agreed to compensate Festival for such services.
B. Subsequently, the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9,
collectively referred as the "Agreement".
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 1.5 (entitled "Volunteer Coordination") is hereby added to
Section 1.0 ("Services of Festival") to read as follows:
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
Recipient agrees to notify its employees, members and volunteers of
opportunities to volunteer at City events".
SECTION 2. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The Term of this Agreement is hereby extended to June 30,
2015, provided that this Agreement shall terminate on the occurrence
of the event of termination specified in Section 3.3".
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival
Agreement Amendment No. 10 Page 1 ORIGINAL BID
AND/DR AGREF"MF'.4"
SECTION 2. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
David H. Ready, CAqeaoinrr
APPROVED BY CITY COUNCIL
Q�!2 1�h60 04 •11�
ATTEST:
. J mes Thompson, City Clerk
APPROVEI))AS TO FORM:
Dougla�C "Holland, City Attorney
Palm Springs International Film Festival
Agreement Amendment No. 10
Page 2
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
AMENDMENT NO. 9 TO THE AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 9 to the Agreement for Operation of the Palm Springs
International Film Festival ("Amendment") is made and entered into this day of
September, 2013, by and between the City of Palm Springs, California, a California
Charter City and municipal corporation ("City"), and the Palm Springs International Film
Festival ("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for Operation
of the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage, and produce an annual Palm Springs International Film Festival in
January of each year and the City agreed to compensate Festival for such services.
B. Subsequently, the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, Amendment No. 7, and Amendment No. 8, collectively referred as
the "Agreement".
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 1.5 (entitled "Volunteer Coordination") is hereby added to
Section 1.0 ("Services of Festival") to read as follows:
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
Recipient agrees to notify its employees, members and volunteers of
opportunities to volunteer at City events".
SECTION 2. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The Term of this Agreement is hereby extended to June 30,
2014, provided that this Agreement shall terminate on the occurrence
of the event of termination specified in Section 3.3".
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival
Agreement Amendment No.9 ORIGINAL BID
Page 1 AID/OR AGREEMENT
SECTION 2. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
DavHReady, Ci ager
APPROVED BY CITY COUNCIL
kl!2-jm�1 PA 5cao
ATTEST:
mes Thompson, City Clerk
APPROVJW AS TO FORM:
Douglas C. Holland, City Attorney
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
Name: -PA�/��-Y -- P' A6F0f4XP
Title: U6a4-1 NC 'j ( Trp—
Palm Springs International Film Festival
Agreement Amendment No. 9
Page 2
AMENDMENT NO. 8 TO THE AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 8 to the Agreement for Operation of the Palm Springs
I ternational Film Festival ("Amendment") is made and entered into this ag-t� day of
2012, by and between the City of Palm Springs, California, a California
Charter City and municipal corporation ("City"), and the Palm Springs International Film
Festival ("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for Operation
of the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage, and produce an annual Palm Springs International Film Festival in
January of each year and the City agreed to compensate Festival for such services.
B. Subsequently, the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5,
Amendment No. 6, and Amendment No. 7, collectively referred as the "Agreement".
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The Term of this Agreement is hereby extended to June 30,
2013, provided that this Agreement shall terminate on the occurrence
of the event of termination specified in Section 3.3".
SECTION 2. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival
Agreement Amendment No. 8 ORIGINAL BIU
Page 1 ANVOR AGREEMENT
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
David H. Ready, ager
ATTEST:
?James Thompson, City Clerk
APPROVED AS TO FORM:
aDo�las C.��'-o'lland, City Attorney
Palm Springs International Film Festival
Agreement Amendment No. 8
Page 2
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
Name: �� % r " I/%f/D
Title: 6-/'EC , 121iK El,
APPROVED BY CRY COUNCIL
AMENDMENT NO. 7 TO AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 7 to the Agreement for Operation of the Palm Springs
International Film Festival ("Amendment") is made and entered into this 5th day of
December, 2011, by and between the City of Palm Springs, California, a California
Charter City and municipal corporation ("City"), and the Palm Springs International Film
Festival ("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for
Operation of the Palm Springs International Film Festival pursuant to which Festival
agrees to organize, manage and produce an annual Palm Springs International Film
Festival in January of each year and the City agreed to compensate Festival for such
services.
B. Subsequently the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and
Amendment No. 6, collectively referred as the "Agreement."
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The term of this Agreement is hereby extended to June 30, 2012,
provided that this Agreement shall terminate on the occurrence of the event of
termination specified in Section 3.3."
SECTION 2. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival
Agreement Amendment No. 7
Page 1 of 2
ORIGINAL BID
AND/OR AGREEMENT
G
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
David H. Ready, nager
ATTEST:
?mes Thompson, City Clerk
APPROVED AS TO FORM:
Palm Springs International Film Festival
Agreement Amendment No. 7
Page 2 of 2
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
AMENDMENT NO. 6 TO AGREEMENT FOR OPERATION OF THE
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
This Amendment No. 6 to the Agreement for Operation of the Palm Springs
International Film Festival ("Amendment") is made and entered into this 22"d day of
September, 2010, by and between the City of Palm Springs, California, a California
Charter City and municipal corporation ("City"), and the Palm Springs International Film
Festival ("Festival").
RECITALS
A. On April 1, 1992, City and Festival entered into an Agreement for
Operation of the Palm Springs International Film Festival pursuant to which Festival
agrees to organize, manage and produce an annual Palm Springs International Film
Festival in January of each year and the City agreed to compensate Festival for such
services.
B. Subsequently the Agreement was amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5
collectively referred as the "Agreement."
C. City and Festival desire to amend the Agreement to extend the Agreement
for another year.
AGREEMENT
The City and Festival hereby agree as follows:
SECTION 1. Section 3.2 of the Agreement (entitled "Term") is amended to read
as follows:
"3.2 Term. The term of this Agreement is hereby extended to June 30, 2011,
provided that this Agreement shall terminate on the occurrence of the event of
termination specified in Section 3.3."
SECTION 2. Page 6, Item No. 4, of the Scope of Services attached to
Amendment No. 5, and incorporated herein, is hereby amended to correct the City's
website to read www,palmspringsca.gov.
SECTION 3. The City and Festival agree that the terms of the Agreement, as
amended, shall remain unchanged and in full force and effect, except as specifically
provided in this Amendment.
[SIGNATURES ON NEXT PAGE]
Palm Springs International Film Festival
Agreement Amendment No. 6
Page 1 of 2
0Rlir-II IN D
In witness whereof, the City and Festival have executed and entered into this
Amendment as of the date first written above.
CITY OF PALM SPRINGS,
A California Charter City
ATTEST:
mes Thompson, City Clerk
APPROVED g►S TO FORM:
Douglas C. Holland, City Attorney
Palm Springs International Film Festival
Agreement Amendment No. 6
Page 2 of 2
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
- 1 W7,171 r.�
/ ri
APPROVED BY CITY COUNCIL
FIFTH AMENDMENT TO AGREEMENT
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
This Fifth Amendment to Agreement for Operation of Palm Springs International Film
Festival ("Fifth Amendment" or "Amended Agreement") is made and entered into this 20a` day
of April, 2005, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City")
and the PALM SPRINGS INTERNATIONAL FILM FESTIVAL ("Festival") and amends that
certain "Agreement for the Operation of the Palm Springs' International Film Festival" (the
"Original Agreement") dated April 1, 1992 between the same parties, as amended on February
19, 1997 ("First Amendment"), September 18, 2002 ("Second Amendment"), September 30,
2003 ("Third Amendment") and May 5, 2004 ("Fourth Amendment"). The Original Agreement,
the First, Second, Third and Fourth Amendment are collectively referred to in this Fifth
Amendment as the "Agreement".
RECITALS
A. On or about April 1, 1992, City and Festival entered into an Agreement for Operation of
the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage and produce an annual Palm Springs International Film Festival in
January of each year during the term of said agreement and the City agreed to
compensate Festival for such services.
B. The original term of the Agreement was five (5) years expiring on June 30, 1997.
C. The Agreement was amended on February 19, 1997, by the First Amendment, which
among other things extended the term for an additional five (5) years to June 30, 2002.
D. The Original Agreement was again amended on September 19, 2002, by the Second
Amendment, which among other things extended the term of the Agreement to June 30,
2003.
ORiGMAL BID
AND/OR j9REEMET
E. The Original Agreement was further amended on September 30, 2003, by the Third
Amendment, which among other things extended the term of the Agreement to June 30,
2004.
F. The Original Agreement was further amended on May 5, 2004, by the Fourth
Amendment, which among other things extended the term of the Agreement to June 30,
2005.
G. City and Festival desire to amend the Agreement to extend the City's financial support
for an additional five (5) years as set forth in this Fifth Amendment.
AGREEMENT
The Agreement is hereby amended as follows:
1. Section 2.2 of the Agreement is amended to read, in its entirety, as follows:
"2.2 Method of Payment. Provided Festival is not in default under this
Agreement, the Contract Sum shall be paid as follows: (i) the sum of $50,000 on
or before August lst of each fiscal year; (ii) the sum of $50,000 on or before
November 1"of each fiscal year; (iii) the sum of $200,000 on or before
December I" of each fiscal year; and (iv) the sum of $50,000 on or before April
1 St of each fiscal year. City shall have no obligation to make the payment to
Festival due April 1" of each fiscal year unless Festival has provided to City an
audit of the previous year's Film Festival, which audit shall be performed by a
certified public accountant and shall be in a form approved by the Contract
Officer, which approval shall not be unreasonably withheld."
F?
2. Section 3.2 "Terms" is amended to read as follows:
"3.2 Term. The term of this Agreement shall is hereby extended to June 30, 2010,
provided that this Agreement shall terminate on the occurrence of the event of
termination specified in Section 3.3 below."
3. Section 3.3 is hereby added to read as follows:
"3.3 Event of Termination. The parties to this Agreement recognize and
acknowledge that City is a political subdivision of the State of California. As
such, City is subject to the provisions of Article XVI, Section 18 of the California
Constitution and other similar fiscal and procurement laws and regulations and
may not expend funds for products, equipment or services not budgeted in a given
fiscal year. It is further understood that in the normal course of City business, City
will adopt a proposed budget prior to a given fiscal year, but that the final
adoption of a budget does not occur until after the beginning of the fiscal year.
Notwithstanding any other provision of this Agreement to the contrary, City shall
give notice of cancellation of this Agreement in the event of adoption of a
proposed budget that does not provide for funds for the services subject herein.
Such notice shall become effective upon the adoption of a final budget, which
does not provide funding for this Agreement. Upon the effective date of such
notice, this Agreement shall be automatically terminated and the parties shall have
no liability one to the other, but they shall be free to enter into any subsequent
agreements as they feel appropriate."
4. Except as expressly provided herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto executed this Fifth Amendment to be
effective as of the Date first written above.
ATTEST:
;City
Clerk
CITY OF PALM SPRINGS,
a municipal corporation
B -�
City Manager
APPROVED BY CITY COUNCIL
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
7y jj
i "
Title: cytW-Tive
EXHIBIT "A"
SCOPE OF SERVICES
Festival shall organize, manage and produce an annual Palm Springs International Film
Festival ("Film Festival") in January of each year during the term of this Agreement. The
Film Festival shall include the screening of motion pictures and holding related events, such
as opening ceremonies, closing ceremonies, and awards banquets.
The Film Festival shall, at a minimum, meet the following criteria:
1. Sell a minimum of 20,000 tickets.
2. Have annual revenues of at least $100,000.00, excluding revenues from sponsorships.
3. Screen a minimum of 80 films. At least fifteen (15) of such films shall be national
premieres and five (5) shall be world premieres.
4. Be financially viable with the $350,000 contribution by the City.
The Film Festival's responsibilities shall include, but not be limited to, the following:
1. Planning the Film Festival and developing the annual schedule, budget and theme in
consultation with the City. The proposed schedule, budget and theme shall be
submitted to the City on or before October 15 of each year.
2. Soliciting sponsorships in an effort to defray the cost of the Film Festival.
3. Securing the necessary facilities for the Film Festival, including theaters, in
consultation with the City.
4. Promoting the Film Festival in consultation with the City's Bureau of Tourism.
5. Coordinating security for the Film Festival in consultation with the City.
6. Providing financial and progress reports on the status of the Film Festival to the City
on a quarterly basis.
7. Distributing at least 300 free weekday passes to local clubs and organizations to view
films being screened at the Film Festival.
8. Have at least one free public screening.
In exchange for sponsorship compensation, the Film Festival shall provide City the following
benefits:
1. The City shall be recognized as the "Title Sponsor" in all advertising. For
promotional purposes the Film Festival shall include the following credit line in all
paid media (advertising), publications,�and signage: "Presented by the City of Palm
Springs."
2. The City shall be recognized as the Title Sponsor at or near the entrance(s) of the
primary venue site.
3. The City shall receive name recognition on the media interview backdrop placed in
the media room for the Film Festival.
4. The City shall be identified on a credit line prominently presented on the Film
Festival's website page which features exhibit information. There shall be a
hyperlink from the Film Festival's web site to the City's web site at
www.ci.palm-springs.ca.us. ca_us. The parties agree that said link may be "Framed"
whereby material or pages from the linked web site appear in a frame on the site
which creates the link. The parties expressly recognize their individual obligations
and responsibilities for the content, quality, accuracy or completeness of materials
contained on their respective web sites and agree to hold each other harmless from
any special, indirect, incidental or consequential damages that may arise from the use
of, or the inability to use, the respective sites and/or the materials contained on either
site whether the materials contained on the site are provided by the City or the Film
Festival.
5. The Film Festival shall provide City twenty (20) credentials allowing access to all
film screenings, seminars, and receptions including but not limited to the Opening
and Closing Night Screening, Awards Gala and VIP Reception.
6. The Film Festival shall provide City twenty (20) screening passes allowing access to
all film screenings and seminars as the parties agree is necessary in order for City to
fully enjoy its benefits.
7. The Film Festival shall provide City two (2) tables of ten seats each to the Awards
Gala.
R
8. The City shall be positioned as Title Sponsor in all advertising. Examples of
advertising include, but are not limited to:
a. Program — City shall receive space to place one (1) full -page four-color
advertisement on the inside front and back cover of the Film Festival's official
program for marketing and promotion purposes. In addition, City shall
receive space to place one (1) "Welcome Letter" from the Mayor within the
Official Program.
b. Film Festival Daily Newspaper — City shall be positioned as the Title Sponsor
in the banner of the Film Festival Daily Newspaper (CINE/file).
c. Newspaper Advertising —City shall receive each day during the Festival a one -
quarter (1/4) page black and white advertisement in the film section of the
Desert Sun or other newspaper as the parties agree.
d. Radio/Television advertising — City shall be mentioned as Title Sponsor in all
radio spots and television ads relating to the Film Festival.
7
P.S. International Film Fest.
Amend #4
AGREEMENT #3090
MO 7483, 5-5-04
FOURTH AMENDMENT TO AGREEMENT
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
This Fourth Amendment to Agreement for Operation of Palm Springs International Film
Festival ("Fourth Amendment" or "Amended Agreement") is made and entered into this 1 st day
of July, 2004, by and between the CITY OF PALM SPRINGS, a municipal corporation ("City")
and the PALM SPRINGS INTERNATIONAL FILM FESTIVAL ("Festival") and amends that
certain "Agreement for the Operation of the Palm Springs' International Film Festival" (the
"Original Agreement") dated April 1, 1992 between the same parties, as amended on February
19, 1997 ("First Amendment"), September 18, 2002 ("Second Amendment") and September 30,
2003 ("Third Amendment"). The Original Agreement, the First, Second and Third Amendment
are collectively referred to in this Fourth Amendment as the "Agreement".
RECITALS
A. On or about April 1, 1992, City and Festival entered into an Agreement for Operation of
the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage and produce an annual Palm Springs International Film Festival in
January of each year during the term of said agreement and the City agreed to
compensate Festival for such services.
B. The original term of the Agreement was five (5) years expiring on June 30, 1997.
C. The Agreement was amended on February 19, 1997, by the First Amendment, which
among other things extended the term for an additional five (5) years to June 30, 2002.
D. The Original Agreement was again amended on September 19, 2002, by the Second
Amendment, which among other things extended the term of the Agreement to June 30,
2003.
ORIGINAL BID
AND/ORAGREEMENT
E. The Original Agreement was further amended on September 30, 2003, by the Third
Amendment, which among other things extended the term of the Agreement to June 30,
2004.
F. City and Festival desire to amend the Agreement to extend the City's financial support
for one (1) year as set forth in this Fourth Amendment.
AGREEMENT
The Agreement is hereby amended as follows:
1. Section 2.2 of the Agreement is amended to read, in its entirety, as follows:
"2.2 Method of Payment. Provided Festival is not in default under this
Agreement, the Contract Sum shall be paid as follows: (i) $50,000 at such time as this Fourth
Amendment has been fully executed by both parties; (ii) the sum of $50,000 on or before
November 1, 2004; (iii) the sum of $200,000 on or before December 1, 2004; and (iv) the sum of
$50,000 on or before April 1, 2005. City shall have no obligation to make the payment to
Festival due April 1, 2005 unless Festival has provided to City an audit of the previous year's
Film Festival, which audit shall be performed by a certified public accountant and shall be in a
form approved by the Contract Officer, which approval shall not be unreasonably withheld."
2. Section 3.2 "Terms" is amended to read as follows:
"3.2 Term. The term of this Agreement shall is
hereby extended to June 30, 2005, provided that this
Agreement shall terminate on the occurrence of the event
of termination specified in Section 3.3 below."
2
3. Exhibit "A," the Scope of Services, shall be amended and replaced with the new
Exhibit "A," attached hereto and incorporated herein.
4. Except as expressly provided herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto executed this Second Amendment to be
effective as of the Date first written above.
City Clerk
APPROVED AS TO FORM:
City A ey
CITY OF PALM SPRINGS,
a municipal corporation
B✓l
City Manager
XppRC,VI_D BY THE Cliff' COUNCIL
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
LM
Title:
C4
EXHIBIT "A"
SCOPE OF SERVICES
Festival shall organize, manage and produce an annual Palm Springs International Film
Festival ("Film Festival") in January of each year during the term of this Agreement. The
Film Festival shall include the screening of motion pictures and holding related events, such
as opening ceremonies, closing ceremonies, and awards banquets.
The Film Festival shall, at a minimum, meet the following criteria:
1. Sell a minimum of 20,000 tickets.
2. Have annual revenues of at least $100,000.00, excluding revenues from sponsorships.
3. Screen a minimum of 80 films. At least fifteen (15) of such films shall be national
premieres and five (5) shall be world premieres.
4. Be financially viable with the $350,000 contribution by the City.
The Film Festival's responsibilities shall include, but not be limited to, the following:
1. Planning the Film Festival and developing the annual schedule, budget and theme in
consultation with the City. The proposed schedule, budget and theme shall be
submitted to the City on or before October 15 of each year.
2. Soliciting sponsorships in an effort to defray the cost of the Film Festival.
3. Securing the necessary facilities for the Film Festival, including theaters, in
consultation with the City.
4. Promoting the Film Festival in consultation with the City's Bureau of Tourism.
5. Coordinating security for the Film Festival in consultation with the City.
6. Providing financial and progress reports on the status of the Film Festival to the City
on a quarterly basis.
E
7. Distributing at least 300 free weekday passes to local clubs and organizations to view
films being screened at the Film Festival.
8. Have at least one free public screening.
In exchange for sponsorship compensation, the Film Festival shall provide City the following
benefits:
1. The City shall be recognized as the "Title Sponsor" in all advertising. For
promotional purposes the Film Festival shall include the following credit line in all
paid media (advertising), publications, and signage: "Presented by the City of Palm
Springs."
2. The City shall be recognized as the Title Sponsor at or near the entrance(s) of the
primary venue site.
3. The City shall receive name recognition on the media interview backdrop placed in
the media room for the Film Festival.
4. The City shall be identified on a credit line prominently presented on the Film
Festival's website page which features exhibit information. There shall be a
hyperlink from the Film Festival's web site to the City's web site at
www.ci.palm-springs.ca.us. The parties agree that said link may be "Framed"
whereby material or pages from the linked web site appear in a frame on the site
which creates the link. The parties expressly recognize their individual obligations
and responsibilities for the content, quality, accuracy or completeness of materials
contained on their respective web sites and agree to hold each other harmless from
any special, indirect, incidental or consequential damages that may arise from the use
of, or the inability to use, the respective sites and/or the materials contained on either
site whether the materials contained on the site are provided by the City or the Film
Festival.
5. The Film Festival shall provide City twenty (20) credentials allowing access to all
film screenings, seminars, and receptions including but not limited to the Opening
and Closing Night Screening, Awards Gala and VIP Reception.
6. The Film Festival shall provide City twenty (20) screening passes allowing access to
all film screenings and seminars as the parties agree is necessary in order for City to
fully enjoy its benefits.
2
7. The Film Festival shall provide City two (2) tables of ten seats each to the Awards
Gala.
8. The City shall be positioned as Title Sponsor in all advertising. Examples of
advertising include, but are not limited to:
a. Program — City shall receive space to place one (1) full -page four-color
advertisement on the inside front and back cover of the Film Festival's official
program for marketing and promotion purposes. In addition, City shall
receive space to place one (1) "Welcome Letter" from the Mayor within the
Official Program.
b. Film Festival Daily Newspaper — City shall be positioned as the Title Sponsor
in the banner of the Film Festival Daily Newspaper (CINE/file).
c. Newspaper Advertising —City shall receive each day during the Festival a one -
quarter (1/4). page black and white advertisement in the film section of the
Desert Sun or other newspaper as the parties -agree.
d. Radio/Television advertising — City shall be mentioned as Title Sponsor in all
radio spots and television ads relating to the Film Festival.
7
1 .J.111 LGI 11C1UU1 IQ1 F-11111 1 CJLIVdI
Td Amend
AGREEMENT #3090
MO 7374, 9-17-03
THIRD AMENDMENT TO AGREEMENT
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
This Third Amendment to Agreement for Operation of Palm Springs International Film
Festival ("Third Amendment") is made and entered into on Lo , 2003, but effective as
of July 1, 2003, by and between the City of Palm Springs, a California municipal corporation
("City") and the Palm Springs International Film Festival ("Festival"), amending that certain
Agreement for the Operation of the Palm Springs International Film Festival ("Original
Agreement") dated April 1, 1992 between the City and Festival, as amended on February 19,
1997 ("First Amendment") and as amended on September 18, 2002 ("Second Amendment").
The Original Agreement, the First Amendment and the Second Amendment are collectively
referred to in this Third Amendment as the "Agreement".
RECITALS
A. On or about April 1, 1992, City and Festival entered into the Original Agreement
for the Operation of the Palm Springs Film Festival pursuant to which Original
Agreement Festival agreed to organize, manage and produce an annual Palm
Springs International Film Festival in January of each year during the term of the
Agreement and the City agreed to compensate Festival for such services.
B. The term of the Original Agreement was five (5) years, expiring on June 30,
1997.
C. The Original Agreement was amended on February 19, 1997, by the First
Amendment which, among other things, extended the term for an additional five
(5) years, to June 30, 2002.
D. The Original Agreement was further amended on September 18, 2002, by the
Second Amendment which, among other things, extended the term of the
Agreement to June 30, 2003.
E. City and Festival now desire to amend the Agreement to extend the term of the
Agreement and to provide for additional funding by the City to Festival.
ORIGINAL 610
ANDIOR AGREEME-IdT
1003/002/26303.01
k
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intended to be bound, the parties agree as follows:
1. Sections 2.1 and 2.2 of the Agreement are amended to read, in their entirety, as
follows:
"2.1 Contract Sum. For the services rendered pursuant to this
Agreement, the Festival shall be paid $350,000 per year (the "Contract
Sum"). The Contract Sum shall include compensation for all services
required under this Agreement and there shall be no incidental or extra
expenses of any kind for which City shall be required to pay to or
reimburse Festival."
"2.2 Method of Payment. Provided Festival is not in default
under this Agreement, the Contract Sum shall be paid as follows: (i)
$50,000 at such time as this Third Amendment has been fully executed
by both parties; (ii) the sum of $50,000 on or before November 1, 2003;
(iii) the sum of $200,000 December 1, 2003; and (iv) the sum of
$50,000 on or before April 1, 2004. City shall have no obligation to
make the payment to Festival due April 1, 2004 unless Festival has
provided to City an audit of the previous year's Film Festival, which
audit shall be performed by a certified public accountant and shall be in
a form approved by the Contract Officer, which approval shall not be
unreasonably withheld."
2. Section 3.2 of the Agreement is amended to read as follows:
13.2 Term. The term of this Agreement is extended to June 30,
2004."
3. The Second Amendment deleted the then existing Section 3.3 and provided a new
Section 3.3 authorizing the City to terminate the Agreement if the City's Utility User Tax was
repealed by virtue of a proposition appearing on the November, 2002 ballot. Since this tax was
not repealed, the parties agree that Section 3.3 is deleted in its entirety.
1003/002/26303.01
A-2
4. Exhibit "A," the Scope of Services, shall be amended and replaced with the new
Exhibit "A," attached hereto and incorporated herein.
5. Except as modified by this Third Amendment, all other terms and conditions of
the Agreement are hereby ratified and confirmed by the parties.
IN WITNESS WHEREOF, the parties hereto executed this Third Amendment to be
effective as of the date first written above.
APPROVED AS TO FORM:
CITY OF PALM SPRINGS,
a municipal corporation
City Manager
APPROVED BY THE CITY COUNCIL
Z21 f?_rZ -�3 �7V_ 2
�D
Ci Atto ey
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
. //
.,fi% L .� 7 L�'
.�.�[
1003/002/26303.01 A-3
EXHIBIT "A"
SCOPE OF SERVICES
Festival shall organize, manage and produce an annual Palm Springs International Film
Festival ("Film Festival") in January of each year during the term of this Agreement. The Film
Festival shall include the screening of motion pictures and holding related events, such as
opening ceremonies, closing ceremonies, and awards banquets. Festival's responsibilities shall
include, but not be limited to, the following:
1. Planning the Film Festival and developing the annual schedule, budget and theme
in consultation with the City. The proposed schedule, budget and theme shall be submitted to the
City on or before October 15 of each year.
2. Soliciting sponsorships in an effort to defray the cost of the Film Festival.
3. Securing the necessary facilities for the Film Festival, including theaters, in
consultation with the City.
4. Promoting the Film Festival in consultation with the City's Department of
Tourism.
5. Coordinating security for the Film Festival in consultation with the City.
6. Providing financial and progress reports on the status of the Film Festival to the
City on a quarterly basis.
7. Distributing at least 300 free weekday passes to local clubs and organizations to
view films being screened at the Film Festival.
The Film Festival shall, at a minimum, meet the following criteria:
1. Sell a minimum of 20,000 tickets.
2. Have annual revenues of at least $100,000.00, excluding revenues from
sponsorships.
3. Screen a minimum of 80 films. At least fifteen (15) of such films shall be
national premieres and five (5) shall be world premieres.
4. Be financially viable with the $350,000 contribution by the City.
5. Have at least one free public screening.
1003/002/26303.01
w, j V
6. The City shall be recognized as the "Presenting Sponsor" in all advertising. For
promotional purposes the Film Festival shall include the following credit line in all paid media
(advertising), publications, and signage: "Presented by the City of Palm Springs."
7. The City shall be recognized as the Presenting Sponsor at or near the entrance(s)
of the primary venue site.
8. The City shall receive name recognition on the media interview backdrop placed
in the media room for the Film Festival.
9. The City shall be identified on a credit line prominently presented on the Film
Festival's website page which features exhibit information. There shall be a hyperlink from the
Film Festival's web site to the City's web site at www.ci.palm-springs.ca.us. The parties agree
that said link may be "Framed" whereby material or pages from the linked web site appear in a
frame on the site which creates the link. The parties expressly recognize their individual
obligations and responsibilities for the content, quality, accuracy or completeness of materials
contained on their respective web sites and agree to hold each other harmless from any special,
indirect, incidental or consequential damages that may arise from the use of, or the inability to
use, the respective sites and/or the materials contained on either site whether the materials
contained on the site are provided by the City or the Film Festival.
10. The City shall receive twenty-four (24) sponsor credentials allowing access to the
Film Festival as the parties agree is necessary in order for City to fully enjoy its benefits.
11. The Film Festival shall provide twelve (12) VIP parking passes and twenty (20)
general parking passes to the City.
12. The City shall be positioned as Presenting Sponsor in all advertising. Examples
of advertising include, but are not limited to:
a. Program — City shall receive space to place one (1) full -page four-color
advertisement on the inside front and back cover of the Film Festival's
official program for marketing and promotion purposes. In addition, City
shall receive space to place one (1) "Welcome Letter" within the Official
Program.
b. Daily Film Lineup (Desert Sun) — City shall receive one one -quarter (1/4)
page black and white advertisement in the daily film lineup for the Film
Festival's image advertising and to promote the destination.
C. Radio advertising — City shall be mentioned as Presenting Sponsor in all
radio spots relating to the Film Festival.
1003/002/26303.01 A-2
PS International Film Festiv
Amendment 2
AGREEMENT #3090
M07158, 9-18-02
SECOND AMENDMENT TO AGREEMENT
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
This Second Amendment to Agreement for Operation of Palm Springs International Film
Festival ("Second Amendment" or "Amended Agreement") is made and entered into this 18th
day of September, 2002, by and between the CITY OF PALM SPRINGS, a municipal
corporation ("City") and the PALM SPRINGS INTERNATIONAL FILM FESTIVAL
("Festival") and amends that certain "Agreement for the Operation of the Palm Springs'
International Film Festival" (the "Agreement") dated April 1, 1992 between the same parties.
RECITALS
A. On or about April 1, 1992, City and Festival entered into an Agreement for Operation of
the Palm Springs International Film Festival pursuant to which Festival agrees to
organize, manage and produce an annual Palm Springs International Film Festival in
January of each year during the term of said agreement and the City agreed to
compensate Festival for such services.
B. The original term of the Agreement was five (5) years expiring on June 30, 1997.
C. The Agreement was amended on February 19, 1997 extending the term for an additional
five (5) years.
D. The current Agreement expired on June 30, 2002.
E. City and Festival desire to amend the Agreement to extend the City's financial support
for one (1) year as set forth in this Second Amendment.
AGREEMENT
1
The Agreement is hereby amended as follows:
I. Section 3.2 "Terms" is amended to read as follows:
"3.2 Term. The term of this Agreement shall is
hereby extended to June 30, 2003, provided that this
Agreement shall terminate on the occurrence of the event
of termination specified in Section 3.3 below."
2. Section 3.3 is hereby added to read:
"3.3 Event of Termination. A ballot measure to
repeal the City's Utility User Tax has qualified and will be
submitted to a vote of the people at an election in
November of 2002. As the utility users tax is a major
revenue source constituting some twelve (12%) percent of
the City's budget, if such tax is repealed, the City will need
to withdraw from a number of its contractual obligations in
order to reduce expenses to match its reduced revenue.
Accordingly, this Agreement is subject to termination and
City shall have no obligation to make further payments
hereunder. City may exercise this right by giving written
notice of termination to Festival within thirty (30) days
following said election. Thereafter, the parties shall have
no liability one to the other, but they shall be free to enter
into any such subsequent agreements as they feel -
appropriate.
3. Except as expressly provided herein, all other terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto executed this Second Amendment to be
effective as of the Date first written above.
City Clerk
u"
City rney
CITY OF PALM SPRINGS,
a municipal corporation
City Manager
APPROVED RY TI-M MY MUNCL
acl) 9e9
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
By:
Name:
Title: IrPC v �P ./� �Pc?�l' N
International Film Festival
1st Amend Agr for Operatior
5 year Term
AGREEMENT #3090
FIRST AMENDMENT TO AGREEn. R18987, 2-19-97
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
THIS FIRST AMENDMENT TO AGREEMENT FOR OPERATION OF PALM
SPRINGS INTERNATIONAL FILM FESTIVAL ("First Amendment" or "Amended
Agreement) is made and entered into this [Z!"- day of
, 1997, by and between the CITY OF PALM SPRINGS, a
municipa corporation ("City"), and the PALM SPRINGS INTERNATIONAL
FILM FESTIVAL ("Festival") and amends that certain "Agreement for
the Operation of the Palm Springs' International Film Festival"
(the "Agreement) dated April 1, 1992, between the same parties.
RECITALS
A. On or about April 1, 1992, City and Festival entered into
an Agreement for Operation of the Palm Springs International Film
Festival pursuant to which Festival agrees to organize, manage and
produce an annual Palm Springs International Film Festival in
January of each year during the term of said agreement and the City
agreed to compensate Festival for such services.
B. The Agreement will expire on June 30, 1997.
C. The Festival has received a funding commitment from
Nortel, which will act as a corporate sponsor, on the condition the
Festival receive continued support from the City.
D. City and Developer desire to amend the Agreement to
extend the City's financial support for five years as set forth in
this First Amendment.
AGREEMENT
The Agreement is hereby amended as follows:
1. Section 3.2 "Term" is amended to read as
follows:
113.2 Term. The original term of this
Agreement was five (5) years commencing
July 1, 1992, and said term is hereby extended
to June 30, 2002, provided that this Agreement
shall terminate on the occurrence of the event
of termination specified in Section 3.3
below."
- 1 -
525/014094-0001/3051916.1 a02/07/97
2. Section 3.3 is hereby added to read:
113.3 Event of Termination. The City
intends to put its utility users tax to a vote
of the people at an election in November of
1997. As the utility users tax is a major
revenue source constituting some ten (10%)
percent of the City's budget, if such tax is
not extended, the City will need to withdraw
from a number of its contractual obligations
in order to reduce expenses to match its
reduced revenue. Accordingly, this Agreement
is subject to termination and City shall have
no obligation to make further payments
hereunder as follows:
(a) In the event at a municipal election
on or before the end of the sixth year of
the contract (June 30, 1998) the voters
of the City of Palm Springs vote against
continuance of the existing utility users
tax, then the City shall not make any
payment for any successive year of this
Agreement, and this Agreement shall
terminate as of the conclusion of the
sixth year (June 30, 1998).
(b) In the event any litigation results
in a court order invalidating or
suspending collection of the City's
utility users tax, City shall have no
obligation to make any payment hereunder
after the date of such order so long as
such order shall remain in effect.
3. Section 2.2 "Method of Payment" is amended to
read as follows:
112.2 Method of Payment. Provided
Festival is not in default hereunder, two
payments of Fifty Thousand Dollars
($50,000.00) of the Contract SumJ shall be
payable, one each in August and December of
each fiscal year of the City. The remaining
Fifty Thousand Dollars ($50,000.00) of the
Contract Sum shall be paid to Festival in
April of said fiscal year; provided that
Festival has provided to the City an audit of
the previous year's Film Festival performed by
an independent accountant in a form approved
by the Contract officer."
- 2 -
525/014094-0001/3051916.1 n02/07/97
Except as expressly provided herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto executed this First
Amendment to be effective as of the Date first written above.
CIT�-�bM--S�
a Ki-cipal corp
By:
Cit Man r
ATTEST:
OMB ►2r►Vi
C t Clerk [a APPROVED
❑ DECLINED
APPROVED AS TO FORM:
Ci A to'kney
PALM SPRINGS INTERNATIONAL FILM
FESTIVAL
By:)aiae:john
We sman
itle:Chairman of the Board
- 3 .-
525/014084-0001/3051916.1 002/07/97
APPROVED BY THE CITY COUNCIL,
9Y RES. NO. ,�-t9.51
,4 3�9v
SENT BY:Xerox Telecopier 7021 ; 4- 1-92 ;10:40AM ;
P.S. Intl Film Festival
$150,000 City Funding
Annually for Five Years
AGREEMENT #3090
R17819, 4-1-92
AGREEMENT FOR OPERATION OF
PALM SPRINGS INTERNATIONAL FILM FESTIVAL
THIS AGREEMENT FOR OPERATION OF PALM SPRINGS INTERNATIONAL
FILM FESTIVAL (herein "Agreement"), is made and entered into this
1st day of April, 1992 by and between the CITY OF PALM SPRINGS, a
municipal corporation, (herein "City") and the PALM SPRINGS
INTERNATIONAL FILM FESTIVAL, a California nonprofit public benefit
corporation (herein "Festival"). The parties hereto agree as
follows:
1.0 SERVICES OF FESTIVAL
1.1 Scone of Se vices. In compliance with all terms and
conditions of this Agreement, the Festival shall provide those
services specified in the "Scope of Services" attached hereto as
Exhibit "A" and incorporated herein by this reference, which
services may be referred to herein as the "services" or "work"
hereunder. Festival warrants that all services will be performed
in a competent, professional and satisfactory manner.
1.2 Compliange with Law. All services rendered
hereunder shall be provided in accordance with all ordinances,
resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental agency having jurisdiction in
effect at the time service is rendered.
1.3 Licenses, Permits, Fees and Assessments. Festival
shall obtain at its sole cost and expense such licenses, permits
and approvals as may be required by law for the performance of the
services required by this Agreement.
1.4 Further Responsibilities of Parties. Both parties
agree to use reasonable care and diligence to perform their
respective obligations under this Agreement. Both parties agree to
act in good faith to execute all instruments, prepare all documents
and take all actions as may be reasonably necessary to carry out
the purposes of this Agreement. Unless hereafter specified,
neither party shall be responsible for the service of the other.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to
this Agreement, the Festival shall be paid One Hundred Fifty
Thousand Dollars ($150,000.00) per year (herein "Contract Sum").
The Contract Sum shall include compensation for all services
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required hereunder and there shall be no incidental or extra
expenses whatsoever.
2.2 Method of Payment. Provided Festival is not in
default hereunder, Fifty Thousand Dollars ($50,000.00) of the
Contract Sum shall be payable in December and April of each fiscal
year of the City. The remaining Fifty Thousand Dollars
($50,000.00) of the Contract Sum shall be paid to Festival in
August of each fiscal year; provided that Festival has provided to
the City an audit of the previous year's Film Festival in a form
and content satisfactory to the City. Said audit shall be
performed by an independent accountant approved by the Contract
Officer.
2.3 Broadcast Revenues and Concessions. If the Festival
receives revenues from the broadcasting of the Film Festival,
Festival shall pay to the City two percent (2%) of the gross amount
of broadcast revenues actually received by Festival. The City
shall have the right to have any and all concessionaires which
Festival has contracted with sell memorabilia produced by the City.
City shall have the non-exclusive right to use film footage from
the Film Festival, without charge, to create promotional films for
the City.
2.4 Repayment of City Loans. Nothing contained in this
Agreement shall be deemed to modify the repayment schedule for
funds previously loaned to Festival by City, which repayment
schedule was last approved by the City Council on June 20, 1991.
3.0 PERFORMANCE SCHEDULE
3.1 Schedule of Performance. Festival shall perform all
services within the time period(s) established in the Scope of
Services. Upon the request of the Festival, extensions to the time
period(s) specified in the Schedule of Performance may be approved
in writing by the Contract Officer but not exceeding one hundred
eighty (180) days cumulatively.
3.2 Term. The term of this Agreement shall commence on
July 1, 1992 and continue in full force and effect for a period of
five (5) years.
4.0 COORDINATION OF WORK
4.1 Representative of Festival. The following principal
of Festival are hereby designated as being the principal and
representative of Festival authorized to act in its behalf with
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SENT BY: Olivetti FX 2000 ; 4— 1-92 ; 2:38PM ; 7145469035-+ 6193237701;# 3
respect to the work specified herein and make all decisions in
connection therewith:
President and Chairman of the Board
4.2 -Cpntraqt fficer. The Contract Officer shall be
such person as may be designated by the City Manager of City. It
shall be the Festival's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the
services and the Festival shall refer any decisions which must be
made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have
authority to sign all documents on behalf of the City required
hereunder to carry out the terms of this Agreement.
4.3 o 'tAgainst,Subcontractinc, or Assiernment,
The experience, knowledge, capability and reputation of Festival,
its principals and employees were a substantial inducement for the
city to enter into this Agreement. Therefore, Festival shall not
contract with any other entity to perform in whole or in part the
services required hereunder without the express written approval of
the City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the
benefit of creditors or otherwise, without the prior written
approval, of City. Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of
more than twenty five percent (25%) Of the present ownership and/or
control of Festival, taking all transfers into account on a
cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void.
No approved transfer shall release the Festival or any surety of
Festival of any liability hereunder without the express consent of
City.
4.4 Independent Contractor. Neither the City nor any of
its employees shall have any control, over the manner, mode or means
by which Festival, its agents or employees, perform the services
required herein, except as otherwise set forth herein. City shall
have no voice in the selection, discharge, supervision or control.
Of Festival's employees, servants, representatives or agents, or in
fixing their number, compensation or hours of service. Festival
shall perform all services required herein as an independent
contractor of City and shall remain at all times as to City a
wholly independent contractor with only such obligations as are
consistent with that role. Festival shall not at any time or in
any manner represent that it or any of its agents or employees are
agents or employees of city. City shall not in any way or for any
purpose become or be deemed to be a partner of Festival in its
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eo� Y
business or otherwise or a joint venturer or a member of any joint
enterprise with Festival.
5.0 INSURANCE AND INDEMNIFICATION
5.1 Insurance. The Festival shall procure and
maintain, at its sole cost and expense, in a form and content
satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of
insurance:
(a) Comprehensive General Liability Insurance. A policy
of comprehensive general liability insurance written on a per
occurrence basis in an amount not less than $1,000,000.00 combined
single limit.
(b) Worker's Compensation Insurance. A policy of
worker's compensation insurance in such amount as will fully comply
with the laws of the State of California and which shall indemnify,
insure and provide legal defense for both the Festival and the City
against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any
persons retained by the Festival in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive
automobile liability insurance written on a per occurrence basis in
an amount not less than either (i) bodily injury liability limits
of $250,000.00 per person and $500,000.00 per occurrence and
property dainage liability limits of $100,000.00 per occurrence and
$250,000.00 in the aggregate or (fi) combined single limit
liability of $500,00o.00. Said policy shall include coverage for
owned, non -owned, leased and hired cars.
All of the above policies of insurance shall be primary
insurance and shall name the City, its officers, employees and
agents as additional insureds. The insurer shall waive all rights
of subrogation and contribution it may have against the City, its
officers, employees and agents and their respective insurers. All
of said policies of insurance shall provide that said insurance may
not be amended or canceled without providing thirty (30) days prior
written notice by registered mail to the City. In the event any of
said policies of insurance are canceled, the Festival shall, prior
to the cancellation date, submit new evidence of insurance in
conformance with this section 5.1 to the Contract Officer. No work
or services under this Agreement shall commence until the Festival
has provided the City with Certificates of Insurance or appropriate
insurance binders evidencing the above insurance coverage and said
Certificates of Insurance or binders are approved by the City.
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SENT BY:Xerox Telecopier 7021 ; 4- 1-92 ;10:43AM ; 01-� 5193237701;# 6
The Festival agrees that the provisions of this Section 5.1
shall not be construed as limiting in any way the extent to which
the Festival may be held responsible for the payment of damages to
any persons or property resulting from the Festival's activities or
the activities of any person or persons for which the Festival is
otherwise responsible,
5.2 Indemnification. Festival agrees to indemnify the
City, its officers, agents and employees against, and will hold and
save them and each of them harmless from, any and all actions,
suits, claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities, (herein
"claims or liabilities") that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the
negligent performance of the work, operations or activities of
Festival, its agents, employees, subcontractors, or invitees,
provided for herein, or arising from the negligent acts or
omissions of Festival hereunder, or arising from Festival's
negligent performance of or failure to perform any term, provision
covenant or condition of this Agreement, whether or not there is
concurrent passive or active negligence on the part of the City,
its officers, agents or employees but excluding such claims or
liabilities arising from the sole negligence or willful misconduct
of the City, its officers, agents or employees, who are directly
responsible to the City, and in connection therewith:
(a) Festival will defend any action or actions filed in
connection with any of said claims or liabilities and will pay all
costs and expenses, including legal costs and attorneyst fees
incurred in connection therewith;
(b) Festival will promptly pay any judgment rendered
against the City, its officers, agents or employees for any such
claims or liabilities arising out of or in connection with the
negligent performance of or failure to perform such work,
operations or activities of Festival hereunder; and Festival agrees
to save and hold the city, its officers, agents, and employees
harmless therefrom;
(c) In the event the city, its officers, agents or
employees is made a party to any action or proceeding filed or
prosecuted against Festival for such damages or other claims
arising out of or in connection with the negligent performance of
or failure to perform the work, operation or activities of Festival
hereunder, Festival agrees to pay to the City, its officers, agents
or employees, any and all coats and expenses incurred by the City,
its officers, agents or employees in such action or proceeding,
including but not limited to, legal costs and attorneys' fees.
5.3 SufficiencySuffigiency of Insurer. The insurance required by
this Agreement shall be satisfactory only if issued by companies
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qualified to do business in California, rated "All or better in the
most recent edition of best Rating Guide, The Key Rating Guide or
in the Federal Register, and only if they are of a financial
category Class Vil or better, unless such requirements are waived
by the Risk Manager of the City due to unique circumstances. In
the event the Risk Manager of City ("Risk Manager") determines that
the work or services to be performed under this Agreement creates
an increased or decreased risk of loss to the City, the Festival
agrees that the minimum limits of the insurance policies required
by this section 5 may be changed accordingly upon receipt of
written notice from the Risk Manager; provided that the Festival
shall have the right to appeal a determination of increased
coverage by the Risk Manager to the City Council of City within 10
days of receipt of notice from the Risk Manager.
6.0 RECORDS AND REPORTS
6.1 Reports. Festival shall periodically prepare and
submit to the Contract officer such reports concerning the
performance of the services required by this Agreement as the
Contract Officer shall require.
6.2 Records. Festival shall keep, and require
subcontractors to keep, such books and records as shall be
necessary to perform the services required by this Agreement and
enable the Contract Officer to evaluate the performance of such
services; including, but not limited to, records of attendance at
the Film Festival, the amount funds raised, and the amount of
expenses. The Contract officer shall have full and free access to
such books and records at all times during normal business hours of
City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be
maintained for a period of three (3) years following completion of
the services hereunder, and the City shall have access to such
records in the event any audit is required.
7.0 ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed
and interpreted both as to validity and to performance of the
parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out
of or in relation to this Agreement shall be instituted in the
Superior Court of the County of Riverside, State of California, or
any other appropriate court in such county, and Festival covenants
and agrees to submit to the personal jurisdiction of such court in
the event of such action.
7.2 Disputes. In the event of any dispute arising under
this Agreement, the injured party shall notify the injuring party
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in writing of its contentions by submitting a claim therefor. The
injured party shall continue performing its obligations hereunder
so long as the injuring party commences to cure such default within
ten (10) days of service of such notice and completes the cure of
such default within forty-five (45) days after service of the
notice, or such longer period as may be permitted by the injured
party; provided that if the default is an immediate danger to the
health, safety and general welfare, such immediate action may be
necessary. Compliance with the provisions of this Section shall be
a Condition precedent to termination of this Agreement for cause
and to any legal action, and such compliance shall not be a waiver
of any party I s right to take legal action in the event that the
dispute is not cured, provided that nothing herein shall limit
City Is or the Festival's right to terminate this Agreement without
cause pursuant to Section 7.8.
7.3 Waiver. No delay or omission in the exercise of any
right or remedy by a nondefaulting party on any default shall
impair such right or remedy or be construed as a waiver. A partyyIs
consent to or approval of any act by the other party requiring the
party's consent or approval shall not be deemed to waive or render
unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be
in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
7.4 Rights 'es are cumi4lative. Except with
respect to rights and remedies expressly declared to be exclusive
in this Agreement, the rights and remedied of the parties are
cumulative and the exercise by either party of one or more of such
rights or remedies shall not preclude the exercise by it, at the
same or different times, of any other rights or remedies for the
same default or any other default by the other party.
7.5 Legal Action. In addition to any other rights or
remedies, either party may take legal action, in law or in equity,
to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to
obtain declaratory or injunctive relief, or to obtain any other
remedy consistent with the purposes of this Agreement.
7.6 Attorneys, Fees. If either party to this Agreement
is required to initiate or defend or made a party to any action or
proceeding in any way connected with this Agreement, the prevailing
party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled
to reasonable attorneys fees. Attorneys fees shall include
attorneys fees on any appeal, and in addition a party entitled to
attorney ' s fees shall be entitled to all other reasonable costs for
investigating such action, taking depositions and discovery and all
other necessary costs the court allows which are incurred in such
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litigation. All such fees shall be
commencement of such action and shall b
01-4 6193237701 ;fig 9
--Z*
e
8.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 fin -liability of City Officers and Employees. No
officer or employee of the City shall be personally liable to the
Festival, or any successor in interest, in the event of any default
or breach by the City or for any amount which may become due to the
Festival or to its successor, or for breach of any obligation of
the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the
City shall have any financial interest, direct or indirect, in this
Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial
interest or the financial interest of any corporation, partnership
or association in which he is, directly or indirectly, interested,
in violation of any State statute or regulation. The Festival
warrants that it has not paid or given and will not pay or give any
third party any money or other consideration for obtaining this
Agreement.
8.3 Coveridnt Against Discrimination. Festival covenants
that, by and for itself, its heirs, executors, assigns, and all
persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of
persons on account of race, color, creed, religion, sex, marital
status, national origin, or ancestry in the performance of this
Agreement. Festival shall take affirmative action to insure that
applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion,
sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document,
consent, approval, or communication either party desires or is
required to give to the other party or any other person shall be in
writing and either served personally or sent by prepaid,
first-class mail, in the case of the City, to the City Manager and
to the attention of the Contract Officer, CITY OF PALM SPRINGS
P.O. Box 2743, Palm Springs, California 92263, and in the Case of
the Festival, to the person at the address designated on the
execution page of this Agreement. Either party may change its
address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time
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personally delivered or in seventy-two (72) hours from the time of
mailing if mailed as provided in this Section.
9.2 Interpretation_
be construed in accordance with
and shall not be construed for or
the authorship of this Agreement
which might otherwise apply.
,he terms of this Agreement shall
the meaning of the language used
against either party by reason of
or any other rule of construction
9.3 Tntearation; Amendment. It is understood that there
are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all
previous negotiations, arrangements, agreements and understandings,
if any, between the parties, and none shall be used to interpret
this Agreement. This Agreement supersedes any and all previous
funding obligations of the city for the Film Festival and
terminates that certain Special Event Sanction Agreement - Palm
Springs International Film Festival dated November 15, 1989 between
city and Festival. This Agreement may be amended at any time by
the mutual consent of the parties by an instrument in writing.
9.4 Severability. in the event that any one or more of
the phrases, sentences, clauses, paragraphs, or sections contained
in this Agreement shall be declared invalid or unenforceable by a
valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not effect any of the
remaining phrases, sentences, clauses, paragraphs, or sections of
this Agreement which are hereby declared as severable and shall be
interpreted to carry out the intent of the parties hereunder unless
the invalid part provision
the ba is benefit of their bargain or renders is so material that its invalidity rthis
ives
either party
Agreement meaningless.
9.5 Corporate Authority. The persons executing this
Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized
to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound
to the provisions of this Agreement, and (iv) the entering into
this Agreement does not violate any provision of any other
Agreement to which said party is bound.
9.6 E1 nding Effect. Subject to the provisions of
Section 4.3 this Agreement shall be binding upon and inure to the
benefit'of the heirs, legal representatives and successors of the
respective parties.
714
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IN WITNESS WHEREOF, the parties have executed and entered into
this Agreement as of the date first written above.
ATTEST:
By:�
City C irk
APPROVED AS TO FORM:
RUTAN & TUCKER
David JKjleshire, Esq.
City Attorney
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CITY OF GS,
a mu Ci;;o
ion
By:
City Mgftger
APPROVED BY THE CITY COJUNCIL
BY RES. NO.
Festival:
PALM SPRINGS INTERNATIONAL FILM
FESTIV California nonprofit
publi enef it, corporation
Address:
Palm Springs International Film
Festival
c/o Denies Pregnolato
415 Arbramar Avenue
Pacific Palisades, CA 90272
10
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EXHIBIT "A"
SCOPE OF SERVICES
Festival shall organize, manage and produce an annual Palm
springs International Film Festival ("Film Festival") in January of
each year during the term of this Agreement. The Film Festival
shall include the screening of motion pictures and holding related
events, such as opening ceremonies, closing ceremonies, and awards
banquets. Festival's responsibilities shall include, but shall not
be limited to, the following:
1. Planning the Film Festival and developing the annual
schedule, budget and theme in consultation with the City. The
proposed schedule, budget and theme shall be submitted to the City
on or before October 15 of each year.
2. Soliciting sponsorships in an effort to defray the cost of
the Film Festival.
3. Securing the necessary facilities for the Film Festival,
including theaters, in consultation with the City.
4. Promoting the Film Festival in consultation with the
Tourism Division and the Public Relations and special Events
Division of the City.
5. Coordinating security for the Film Festival in
consultation with the City.
6. Providing financial and progress reports on the status of
the Film Festival, to the City on a quarterly basis.
7. Distributing at least 300 free weekday passes to local
clubs and organizations to view films being screeened at the Film
Festival.
Each Film Festival, at a minimum, shall meet the following
criteria:
1, Each Film Festival shall sell a minimum of 20,000 tickets.
2. Each Film Festival shall have annual revenues of at least
$100,000.00, excluding revenues from sponsorships.
3. Each Film Festival shall screen a minimum of 80 films. At
least fifteen (15) of such films shall be national premieres and
five (5) shall be world premieres.
4. Each Film Festival shall be financially viable with the
$150,000.00 contribution by the City.
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5. Each Film Festival shall have at least one free public
screening.
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