Loading...
HomeMy WebLinkAbout12/13/2017 - STAFF REPORTS - 5.A. { �QALMSp,P�'L CITY COUNCIL STAFF REPORT [� N • e P r ,FphoeAVeo.4 a Cq�I FOS DATE: DECEMBER 13, 2017 NEW BUSINESS SUBJECT: APPROVE AMENDMENT NO. 12 TO THE AGREEMENT WITH THE PALM SPRINGS INTERNATIONAL FILM FESTIVAL. FROM: David H. Ready, City Manager BY: Edward Z. Kotkin, City Attorney SUMMARY The City Council will consider approving the twelfth (12"') amendment to the Agreement with the Palm Springs International Film Festival, extending the term for five (5) years. RECOMMENDATION: 1. Approve Amendment No. 12 to Agreement No. A3090 with the Palm Springs International Film Festival, extending the agreement to June 30, 2023. 2. Authorize the City Manager to execute the Amendment to the Agreement and take actions necessary to effectuate the Amendment. BUSINESS PRINCIPAL DISCLOSURE Officers of the Film Festival are as follows: Chairman Harold Matzner; Vice Chairs, David Baron, Helene Galen, Jack Grundhofer, Jim Houston, Kevin McGuire, and John Wessman; Treasurer David Baron, Parliamentarian Ed Monarch, Secretary Sidney Craig, and Assistant Secretaries Patrick Mundt and John Pinkney. Additional Members of the Board of Directors, in alphabetical order include Judy Allen, Stephen Breimer, James Bruner, Michael Childers, Bob Deville, Robert Dickey, Jaci Fitzsimonds, John Fowler, Fritz Frauchiger, Eric Garner, Marshall Gelfand, Gary D. Hall, Wendy Heckmann, Jim Hummer, Carol Kaplan, Terri Ketover, Garry Kief, Michelle Krans, Mary Ann LaBahn, Donna MacMillan, Peter Mahler, JoAnn McGrath, Lee Morcus, Patrick Mundt, Muriel Myerson, Richard Ramhoff, Jan Salta, Linda Shirvanian, Dominique Shwe, Ellen Sneider, and Judy Vossler. David Ready, in his capacity as City Manager, represents the City as a non-voting member of the Board of Directors. Legal counsel for the film festival has confirmed that in accordance with applicable law, there are no private owners of the Film Festival, a nonprofit public benefit corporation. ITEM NO. City Council Staff Report December 13, 2017 -- Page 2 Palm Springs International Film Festival, Amendment No. 12 STAFF ANALYSIS: In 1992 the City entered into a contractual agreement with the Palm Springs International Film Festival to organize, manage and produce an annual Palm Springs International Film Festival in January of each year. The City is the title sponsor of the Film Festival. Staff is recommending the City Council approve Amendment No. 12 to the original agreement, extending the agreement for five (5) years under almost all of the same terms and conditions as have been previously approved. As is reflected in the proposed amendment, two prior amendments to the agreement have been for terms of five (5) years, while the remainder have been for single year terms. Staff is of the opinion that given the City's capacity to terminate the agreement as may prove necessary discussed below, the limited nature and scope of past amendments, and the positive changes reflected in this proposed amendment, there is no reason to bring this agreement back to the Council on an annual basis. Since the approval of Amendment No. 3 on September 30, 2003, the amount of financial consideration that the City pays to the Film Festival for all services related to the event has been three hundred fifty thousand dollars ($350,000). This proposed amendment does not change that figure, or the timing of its disbursement to the Film Festival, approved in Amendment No. 5, approved on April 20, 2005. That timing is as follows: (i) fifty thousand dollars ($50,000.00) on or before August 1 each fiscal year, (ii) fifty thousand dollars ($50,000.00) on or before November 1 of each fiscal year, (iii) two hundred thousand dollars ($200,000.00) on or before December 1 of each fiscal year, and (iv) fifty thousand dollars ($50,000.00) on or before April 1 of each fiscal year. Another material terms of the agreement preserved by this proposed amendment is the City's right to terminate the Agreement by providing notice that the City has adopted a budget that does not provide funding for the services required by the Agreement. The proposed amendment provides additional "in-kind" consideration to the Festival, and additional consideration to the City. The proposed amendment provides for the City's waiver of its standard commission, ordinarily due and payable by the Festival through the Convention Center to the City's exclusive caterer. This amount was almost fifty-one thousand dollars ($51,000.00) last year. The consideration tendered by the Festival to the City in exchange for the City entrusting this important City event to those managing the Festival is also enhanced and clarified. Exhibit "A" which defines the Festival's scope of services had not been formally revised in any way since the 2005 approval of Amendment No. 5. With the update included in this proposed amendment, the Festival agrees to play a City- produced video with a duration of fifteen (15) seconds prior to each showing of any film during the Palm Springs International Film Festival, and at the Film Festival Gala. The video will serve to promote the City. 02 City Council Staff Report December 13, 2017 -- Page 3 Palm Springs International Film Festival, Amendment No. 12 In addition, the City will receive fifteen (15) "Benefactor' passes, and twenty (20) additional "Sponsor' passes Further, the Festival has provided twenty (20) admissions and set aside two (2) tables for the City at the Gala. A new provision of the proposed scope of services gives the City Manager the authority to meet and confer to negotiate replacement verbiage for the scope of services in the event that the Festival changes the names related to any consideration provided to the City. To assist the City in building a new promotional foundation that includes City promotion of its best programs, the Festival is also allowing access for a City reporter and a City photo/videographer to the red carpet in a premium outdoor location. The City's "Welcome Letter" has typically been a full page in the Festival's official program, and is now required to be such. The proposed amendment provides for cooperation between the Festival and the City in the event that during the five (5) year term the City decides that it must cancel the Film Festival as it now occurs during the budget process. This cooperation is intended to help ensure that any future transition that the City may require as to the nature and scope of this important City event is smooth. FISCAL IMPACT: The annual cost to the City for services and event sponsorship is $350,000, a budgeted Fiscal Year 2017-18 expenditure. The current amendment will waive the receipt of the City's commission with respect to future catering services. This commission totaled fifty- one thousand dollars ($51,000.00) for the 2017 Festival, and will increase with inflation. David H. Ready, E Edward Z. Kotkin, City Manager City Attorney Attachments: A. Amendment No. 12 03 ATTACHMENT A 04 AMENDMENT NO. 12 TO THE AGREEMENT FOR OPERATION OF THE PALM SPRINGS INTERNATIONAL FILM FESTIVAL This Amendment No. 12 to the Agreement for Operation of Palm Springs International Film Festival ("Amendment") is made and entered into this day of January, 2018, by and between the City of Palm Springs, California, a California Charter City and municipal corporation("City"), and the Palm Springs International Film Society, a California nonprofit public benefit corporation, doing business as the "Palm Springs International Film Festival" ("Festival"). City and Festival are each a"Party"to this Amendment, and sometimes referenced below as the "Parties." RECITALS A. On April 1, 1992, the Parties 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. On October 12, 2004, Festival amended its articles of incorporation to provide that its new name would be "Palm Springs International Film Society," and the Parties wish to memorialize that change herein. C. 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, Amendment No. 10, Amendment No. 11 collectively referenced herein as the "Agreement". D. The original term of the Agreement, and the first (1s1) extension term of the Agreement per Amendment No. 1, and the fifth(51) extension term of the Agreement were for five (5),years each. The other amendments to the Agreement were for terms up to a single year. E. The City Council finds that the occurrence of the Palm Springs International Film Festival advances the welfare of the City's residents, businesses and visitors, and does not find efficiency in, or necessity for an annual re-visitation of the Agreement. F. The Festival has been organizing, managing and producing the Palm Springs International Film Festival for a quarter of a century, and is comfortable making a commitment to continue doing so through multiple years. G. The Parties agree that the Palm Springs International Film Festival is a City event entrusted, in accordance with the terms and conditions of the Agreement, to Festival. Palm Springs International Film Festival Agreement Amendment No. 12 pg• 1 05 H. The Parties have agreed that in consideration of their mutual desire and effort to ensure that the Palm Springs International Film Festival is the best event that it can be,the City is inclined to waive its standard commission ordinarily due and payable to the City's convention center with payments to City's exclusive event catering service for (i) food and beverages, and (ii) in relation to the rental of furniture, fixtures, equipment and any other special items, for events taking place at the Palm Springs Convention Center. In recognition of and exchange for this waiver of commission to the City's catering service,the Festival will play a City-produced video with a duration of fifteen(15) seconds prior to each showing of any film during the Palm Springs International Film Festival, and at the Film Festival Gala. I. The Parties desire to extend the assistance that the City provides to the Festival and continue the services that the Festival provides to the City for an additional term of five (5) years, on the terms and conditions reflected in this Amendment. AMENDMENT The Parties hereby agree as follows: SECTION 1. The true and correct recitals above are hereby incorporated in this Amendment and accordingly in the Agreement as material terms upon which the Parties have relied in executing this Amendment. SECTION 2. Section 2.5 is hereby added to the Agreement to read as follows: "2.5 "In-Kind" Compensation- Waiver of Caterer's Commission. Provided Festival is not in default under this Agreement,the City shall remit additional in-kind compensation for services under this Agreement as follows: the City will waive Festival's payment of the City's standard commission, ordinarily due and payable through the City's convention center to the City's exclusive event catering service for (i) food and beverages, and (ii) in relation to the rental of furniture, fixtures, equipment and any other special items, for events taking place at the Palm Springs Convention Center. In the event that the City unilaterally determines, in an exercise of its sole discretion, that it will no longer have an exclusive event catering service, this Section 2.5 shall become void, and the Parties shall meet and confer to negotiate an amendment to this Agreement that shall provide for a reasonably equivalent replacement to the consideration provided under this Section 2.5" Palm Springs International Film Festival Agreement Amendment No. 12 pg. 2 06 SECTION 2. Section 3.2 of the Agreement (entitled"Term") is amended to read as follows: "3.2 Term. The original term of this Agreement commenced on July 1, 1992, and said term is hereby extended to June 30, 2023, provided that this Agreement shall terminate upon occurrence of the event of termination specified in Section 3.3." SECTION 3. Section 4.5 is hereby added to the Agreement to read as follows: "4.5 Cooperation upon Event of Termination. The City and Festival acknowledge the ongoing cooperation between them essential to the continued and sustained occurrence of the Palm Springs International Film Festival. Should an event of termination as specified in Section 3.3 take place, Festival, its representative identified in Section 4.1 hereof, and Festival's Board of Directors shall cooperate with City, in an effort to help facilitate any transition deemed necessary and appropriate by City as to the nature or scope of the Palm Springs International Film Festival." SECTION 3. The Scope of Services, last approved by the City Council, agreed to by the Festival, and adopted concurrent with Amendment No. 5 shall be amended in its entirety and replaced by Exhibit "A", attached hereto and incorporated in the Agreement by this reference herein. SECTION 4. The City and Festival agree that the terms and conditions of the Agreement, as amended, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. SIGNATURES FOLLOW Palm Springs International Film Festival Agreement Amendment No. 12 pg•3 07 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 PALM SPRINGS INTERNTIONAL A California Charter City FILM FESTIVAL David H. Ready, City Manager Name: Title: ATTEST: Anthony Mejia, City Clerk APPROVED AS TO FORM: APPROVED BY CITY COUNCIL Edward Z. Kotkin, City Attorney Palm Springs International Film Festival Agreement Amendment No. 12 pg.4 n , U (J 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. A. The Film Festival shall at a minimum, meet the following criteria: 1. Sell a minimum of twenty thousand (20,000)tickets. 2. Have annual revenues of at least one hundred thousand dollars ($100,000.00), excluding revenues from sponsorships. 3. Screen a minimum of eighty(80) films. At least fifteen(15) of such shall be national premieres and five (5) shall be world premieres. 4. Be financially viable with the annual contribution of three hundred fifty thousand dollars ($350,000.00) by the City. B. 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 three hundred (300) free weekday passes to local clubs and organization to view films being screened at the Film Festival. Palm Springs International Film Festival Agreement Amendment No. 12 Exhibit"A" pg. 1 � ` OJ 8. Have at least one free pubic screening. C. 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 homepage which features exhibit information. There shall be a hyperlink from the Film Festival's website homepage to the City website, www.palmsprinesca.aov. The parties agree that said link may be "Framed"whereby material or pages from the linked website 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, and maintenance of materials contained on their respective websites, and agree to hold each other harmless from any special, indirect, incidental or consequential damages that may arise from the use of, or inability to use, the respective sites and/or the materials contained on either website, whether the materials contained on the website in question are provided by the City or the Film Festival. 5. The Film Festival shall provide City fifteen (15) "Benefactor"passes allowing access to all Festival regular and special film screenings, special presentations,parties and receptions, including but not limited to reserved seating at all screenings up to ten(10) minutes before show-time, the Opening Night, Closing Night, Best of the Fest, Book to Screen, and Talking Pictures. Benefactor passes are essentially"all access" passes, but the Parties agree that in light of the tables allocated to the City as described below in paragraph C.7.,the Benefactor passes issued to the City pursuant to this paragraph C.S. do not include entrance to the Film Awards Gala at the beginning of the Festival. 6. The Film Festival shall provide City twenty(20) "Sponsor"passes allowing access to all Festival regular and special film screenings, special presentations, parties and receptions, including but not limited to the Opening Night, Closing Night, Best of the Fest, Book to Screen, and Talking Pictures. Palm Springs International Film Festival Agreement Amendment No. 12 Exhibit"A" pg. 2 Q 7. In addition to the "Benefactor" credentials described in paragraph C.S. and the "Sponsor" passes described in paragraph C.6.,the Film Festival shall provide twenty (20) admission passes to the City to the Film Awards Gala at the beginning of the Festival, including the "Parker After-Party," and shall ensure that two (2)tables of ten (10) seats each are identified for City seating at the Film Awards Gala, with one (1)table benefitting from premium placement. 8. The Film Festival shall provide access during the Film Awards Gala and Variety Party, for two (2)people designated by the City in an exercise of discretion, one (1) reporter and one (1)photo/videographer to the celebrity red carpet, in an outdoor location proximate to the"step and repeat"banner. 9. In the event that the Film Festival changes the names of any passes provided, the specifics of the Film Awards Gala or any related matter, or the particulars of any benefit to the City hereunder, the Parties will meet and confer to negotiate and agree upon replacement verbiage for this scope of services. The City Manager or his/her designee shall represent the City, and the Contact Officer or his/her designee shall represent the Film Festival. The Parties agree that negotiation and agreement upon replacement verbiage under paragraph C.9. of this scope of services, if any, shall not necessitate an amendment to this Agreement or approval by the City Council thereof. 10. 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(4) color advertisement on the inside front and back cover of the Film Festival's official program for marketing and promotion purposes. In addition, the City shall receive a full page of 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 Film Festival, a one-quarter(1/4) page black and white advertisement in the film section of the Desert Sun or other newspaper upon which the parties may agree. d. Radio/Television advertising—City shall be mentioned as Title Sponsor in all radio spots and television ads relating to the Film Festival. Palm Springs International Film Festival Agreement Amendment No. 12 Exhibit"A" pg.3