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HomeMy WebLinkAbout24F403 - Palm Springs International Film FestivalCONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Business Expansion Grant - Intl Film Festival Palm Springs Internal Film Festival Rhea Woodson Rhea@psfilmfest.org Provide a $25,000 business expansion grant for office expansion and signange improvements $25,000 through July 31, 2025 Rhea Woodson, Rhea@psfilmfest.org Office of Economic Development Wayne Olson/8358 N/A 24F403 N/A Yes Yes N/A Procurement N/A No N/A N/A N/A December 16, 2024 Wayne Olson Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 1 FUNDING AGREEMENT NO. 24F403 PALM SPRINGS INTERNATIONAL FILM FESTIVAL December 15, 2024 Mr. Nattchachar Chandi Chairman Palm Springs International Film Festival 303 N Indian Canyon Dr, Floor 3 Palm Springs, CA 92262 Re: Agreement No. 24F403 Economic Development Grant (2024-25) from City of Palm Springs to Palm Springs International Film Festival Congratulations on receiving a sponsorship from the City of Palm Springs (“City”). This funding agreement (“Agreement”) memorializes the nature of the sponsorship to your organization, Palm Springs International Film Festival (“Grantee”), for the fiscal year 2024-25 (the “Sponsorship”), and the terms and conditions upon which the City provides it. The City’s grant of assistance to Grantee (the “Assistance”) may be summarized as follows: $25,000 cash grant in support of Office Expansion and Signage in Palm Springs The City makes this conditioned upon the following terms and conditions (“Terms”). Your signature below and return of this Agreement to the City shall serve as evidence of Grantee’s acceptance of and promise to follow all of the Terms. Despite its informality, City and Grantee intend that this Agreement shall serve as a fully binding and enforceable contract between them in relation to the Assistance. The City will tender all Assistance as quickly as practicable, and in coordination with Grantee’s reasonable requirements as expressed to City, upon Grantee’s return of this Agreement, fully executed, to the City. 1. Grantee is known in the community for performing a function and/or providing services (“Services”) that may reasonably be described as follows: a. Planning, managing and implementing the Palm Springs International Film Festival and related activities. b. Funds to be used for the relocation and expansion of IFF offices to the Palm Springs Life Building on 303 N Indian Canyon Dr., Palm Springs CA 92262 that can include construction costs, furniture, fixtures and equipment and other necessary capital improvements in the ordinary relocation/expansion of offices. c. As permitted by code, external building messaging that the building is the “Home of the Palm Springs International Film Festival.” d. One Table of Ten (10) at the IFF Gala on January 3, 2025 along with “after-party passes.” This table is in addition to the two tables the City receives as a result of its title sponsorship. Grantee warrants and covenants to City that it will continue to provide Services throughout the 2024-25 fiscal year, and that it shall dedicate the entirety to the Assistance hereunder to funding and/or supporting Services. Grantee further warrants and covenants to City that the entirety of funding provided herein shall be fully expended by June 30, 2025, and any remaining unspent Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 December 2, 2024 Palm Springs International Film Festival – Office Expansion Page 2 of 6 funds will be returned to City. 2. In the event that Grantee anticipates or experiences any interruption of its provision of Services, Grantee shall provide written notice to City of that fact and execute any amendment to this Agreement that City deems necessary and appropriate. 3. The following principal of Grantee is identified as being Grantee’s representative, authorized to act on Grantee’s behalf with respect to the Services and all interaction with City thereto: Rhea Woodson, Managing Director, International Film Festival. 4. Grantee and its representative shall ensure that all communications and other interaction with City necessary in relation to Services, the provision of Assistance, and this Agreement shall be with Wayne Olson, Chief Economic Development Officer. 5. Grantee shall comply with all applicable federal, state, and local law and regulations (“Law”) in providing Services and shall secure any and all necessary licenses and permits required by Law in doing so. 6. Grantee shall, upon any reasonable City request, notify its employees, members and volunteers of opportunities to volunteer at City events. 7. Grantee is an independent organization, not affiliated with City except by way of this Agreement as a recipient of Assistance. Neither City nor any of its officials, employees, contractors, volunteers or agents (in the aggregate, “City’s Related Parties”) shall have any control over the manner, mode, or means by which Grantee, its managers, employees, contractors, volunteers or agents (in the aggregate, “Grantee’s Related Parties”) perform Services. Further, this Agreement does not establish any relationship whatsoever between City and any person(s) who receive or benefit from Grantee’s Services (“Grantee’s Beneficiaries”). Grantee warrants and covenants that none of Grantee’s Related Parties or Grantee’s Beneficiaries has any contractual or other relationship with City arising from or related to this Agreement. Grantee is merely a sponsored entity recognized by City as worthy of City’s Assistance, for the sole and exclusive purpose of promoting Grantee’s Office Expansion in the community. However, in recognition of the fact that Grantee is receiving public funds pursuant to this Agreement in the form of the Assistance, City shall have the right to review Grantee’s work product, results, records, and advice in relation to any Business Expansion Activities that are funded or supported, in whole or in part, by the Assistance. 8. Neither Grantee, nor any person who is one of Grantee’s Related Parties or Grantee’s Beneficiaries, shall at any time or in any manner represent that any person who is one of Grantee’s Related Parties or Grantee’s Beneficiaries is one of City’s Related Parties, by virtue of this Agreement or otherwise. 9. Grantee shall prepare and deliver to City a Final Report that documents Grantee’s application of the Assistance to the advancement of Services. Final reports shall include detail on the expenditure of City funds by Grantee, the extent to which Grantee reached the goals and objectives for the program or event, and the resulting impacts of the program or event. Final Reports must be submitted in the format as outlined in Exhibit A. Final Report must be submitted by July 31, 2025. 10. Grantee shall procure and maintain, at Grantee’s sole cost and expense, policies of insurance as Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 December 2, 2024 Palm Springs International Film Festival – Office Expansion Page 3 of 6 required by the City’s Risk Manager. 11. To the fullest extent permitted by law, Grantee shall defend (at Grantee’s sole cost and expense), indemnify, protect, and hold harmless City and City’s Related Parties from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from or related to (i) injuries to or death of persons, including without limitation Grantee’s Related Parties and Grantee’s Beneficiaries, (ii) damage to property, including property owned by any of Grantee’s Related Parties, Grantee’s Beneficiaries, or City, (iii) any violation of any federal, state, or local law or regulation, and (iv) actual or alleged errors and omissions of Grantee or any of Grantee’s Related Parties, to the full extent not directly caused by the negligence or willful misconduct of the City or any of City’s Related Parties. Under no circumstances shall the scope or nature of Grantee’s insurance required by this Agreement be construed to limit Grantee’s duty to indemnify, defend or hold City harmless hereunder. 12. In connection with Services under this Agreement, Grantee shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Grantee shall ensure that Grantee’s Related Parties are employed, and that contractors and volunteers are engaged (to the extent applicable), and that Grantee’s Related Parties are treated during their employment or engagement by Grantee, without regard to any prohibited basis. As a condition precedent to City’s entry into this Agreement, Grantee has warranted and covenanted that Grantee’s actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Grantee activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; provision of benefits, rates of pay or other forms of compensation; and selection for training, including apprenticeship. Grantee shall fully comply with the provisions of Palm Springs Municipal Code Section 7.09.040 relating to non-discrimination in city contracting. 13. City strongly encourages Grantee to take steps to ensure that no individual with a disability is excluded, denied services, segregated or otherwise treated differently than other individuals because of the absence of auxiliary aids and services including qualified American Sign Language interpreters or other effective methods of making aurally delivered materials available to individuals with hearing impairments. 14. This Agreement contains all of the agreements between City and Grantee and cannot be amended or modified except by written agreement. If any portion of this Agreement is declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. Each of the persons executing this Agreement on behalf of a party hereto warrants that he/she is duly authorized to execute this Agreement on behalf of said party, and that by so executing this Agreement the party hereto for which this Agreement is executed is formally bound to the provisions of this Agreement. The parties may execute this Agreement in any number of counterparts, received by the City as an original or as a digital image; together, all counterparts form a single document. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 December 2, 2024 Palm Springs International Film Festival – Office Expansion Page 4 of 6 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND PALM SPRINGS INTERNATIONAL FILM FESTIVAL IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CITY OF PALM SPRINGS: By: _________________________ Scott C. Stiles City Manager APPROVED AS TO FORM: ATTEST: By: _________________________ By: _________________________ Jeffrey S. Ballinger Brenda Pree City Attorney City Clerk AGREED: International Film Festival Rhea Woodson, Managing Director Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 12/19/2024 12/23/2024 December 2, 2024 Palm Springs International Film Festival – Office Expansion Page 5 of 6 EXHIBIT A CITY OF PALM SPRINGS ECONOMIC DEVELOPMENT GRANT FINAL REPORT I. Summary Information Grant Information Project Name Organization Name Grant Amount Project Duration Are there any unexpended funds remaining? Yes / No Amount Project Director Information First Name Last Name Title Phone Email Website Mailing Address Report Prepared By Date Submitted Email Phone Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 December 2, 2024 Palm Springs International Film Festival – Office Expansion Page 6 of 6 II. Program / Project Final Results Progress Narrative The Business Retention Grant Report is to include detail on the expenditure of City funds, the extent to which Grantee reached the goals and objectives of the grant, and the resulting impacts of the program or event. Please attach additional pages if necessary. Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/8/2024 CalNonprofits Insurance Services 1500 41st Avenue,Suite 228 Capitola CA 95010 Malia Murchison 831-824-5022 malia@cal-insurance.org Nonprofits Insurance Alliance of California 10023 PALMSPR-01 Palm Springs International Film Festival 1700 E.Tahquitz Canyon Way #3 Palm Springs CA 92262 788846292 A X 1,000,000 X 500,000 20,000 1,000,000 2,000,000 X Y 2024-02125 5/3/2024 5/3/2025 2,000,000 A 1,000,000 X X 2024-02125 5/3/2024 5/3/2025 A X X 4,000,0002024-02125-UMB 5/3/2024 5/3/2025 4,000,000 A Liquor Liability 2024-02125 5/3/2024 5/3/2025 Per Occ/Aggregate $1M/$1M City of Palm Springs Insurance Companies is included as Additional Insured with respect to General Liability as required by written contract per Endorsement Form(s)CG 20 26 attached. City of Palm Springs Insurance Compliance PO Box 2743 Palm Springs CA 92263 USA Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17 SP ISSUE DATE: 12-19-2024 1744182-2024 16 06-01-2025 06-01-2024/06-01-2025 CITY OF PALM SPRINGS SP 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 30 30 EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2024-06-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF PALM SPRINGS ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 06-01-2024 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2024-06-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY PALM SPRINGS INTERNATIONAL FILM SOCIETY (A NONPROFIT MUTUAL BENEFIT CORP.) 1700 E TAHQUITZ CANYON WAY STE 3 PALM SPRINGS CA 92262 PRINTED : 12-19-2024 POLICYHOLDER COPY [P10,SK] Docusign Envelope ID: 79633529-60DC-48AC-9DFF-6993F41CBC17