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HomeMy WebLinkAboutA6405 - PALM SPRINGS CULTURAL CENTER - FUNDING AGR LM City of Palm Springs 3200 E.Thliquitz C.anyon Way - Palm Springs, Ciliforklia 92262 pahnspringsca.gov 4 IF OR November 19, 2018 VIA E-MAIL Michael Green The Palm Springs Cultural Center 2100 E. Tahqullz Canyon Way Palm Springs, CA 92262 michael(dosculturalcenter.org Re: Letter Agreement,2018-19 Grant from City of Palm Springs to The Palm Springs Cultural Center Congratulations on receiving an award of a grant by the City Council of the City of Palm Springs ("City"). This letter agreement("Agreement") memorializes the nature of the grant awarded to your organization, The Palm Springs Cultural Center ("Grantee") for the (fiscal) year 2018-19 (the "Grant"), 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: $20,000 cash grant & up to$7,250 In-kind support of Cinema Diverse, Film Noir Film Festival, The American Documentary Film Festival, Architecture Design Art Film Festival, Palm Springs Cannabis Film Festival and Summit, and Certified Farmers' Market Palm Springs The City makes this grant 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. 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: Various Film Festivals and Certified Farmers' Market. Grantee warrants and covenants to City that It will to continue to provide Services throughout the 2018-19 fiscal year, and that it shall dedicate the entirety to the Assistance hereunder to funding and/or supporting Services. 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 related thereto: Michael Green, Executive Director. November 19,2018 The Palm Springs Cultural Center—Various Film Festivals and Farmers'Market Page 2 of 4 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 Anthony J. Mejia, City Clerk. 5. Grantee shall comply with all applicable federal, state and local law and regulations ("Law") in providing Services, and shall secure any and ail necessary licenses and permits required by Law in doing so. 6. Grantee agrees to use the official City logo to acknowledge the City's support on its website in the manner noted below (with a hyperlink to the City's website) and on any printed materials associated with Its program or event. Grantee is also encourage to include the City of Palm Springs in all relevant social media postings. Special Funding provided by The City of Palm Springs 0 7. Grantee shall, upon any reasonable City request, notify its employees, members and volunteers of opportunities to volunteer at City events. 8. Grantee agrees to provide the City with twelve(12)tickets to each of the sponsored film festivals. 9. 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 Services 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 Services rendered to Beneficiaries that are funded or supported, in whole or in part, by the Assistance. 10. 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. 11. Grantee shall prepare and deliver to City a Final Report that documents Grantee's application of the Assistance to the advancement of Services; these reports shall include but not be limited to expenditures of City funds by Grantee. Final Report must accompany your application for the 2019-20 grant cycle, or be submitted by December 31, 2019 if you are not applying. November 19,2018 The Palm Springs Cultural Center—Various Film Festivals and Farmers' Market Page 3 of 4 12. Grantee shall procure and maintain, at Grantee's sole cost and expense, policies of insurance as required by the City Attorney. 13.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, (11) damage to property, Including property owned by any of Grantee's Related Parties, Grantee's Beneficiaries, or City, (111) any violation of any federal, state, or local law or regulation, and (fv) 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. 14. 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 (Le., 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. 15.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. November 19, 2018 The Palm Springs Guttural Center—Various Film Festivals and Farmers' Market Page 4 of 4 A Sl: CITY OF PALM SPRINGS i lerk By David H. Ready, PhD City Manager AGREED The 1Palm 1Springs Cultural Center By: CY�j l �A 11 Z . 1J+,Y11 Name and Title Signature APPROVED W CITY COUNCIL F No, A (Du05 NP JOW43567 AmTrust North America w An nmL�:,r„-ra c:mv�-r 800 Superior Avenue E I Cleveland,OH 44114 Account Nufnber: 14914955 Date of Notice: 9/27/2018 Due Date: 111112018 Your Agent: Weingarten d Hough PALM SPRINGS CULTURAL CENTER 760-325-2526 2100 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262 Convenient ways to pay: Pay online at www.AmTrustNorthAmeaca.com Pay by phone by calling 1-866.513-5650 Mail your payment with coupon below. Policy i Coverage Policy , , ff PoOcy , ' Total ToialSilled :;; Total Paid ! Currently Numger j Description Effective Date ! Statue Policy Cost To Data ? : To Date Due SWC1213279 Workers'Comp. 11/i12018 In Effect $15,350.00 $2,066.00 $0.00 $2,066.00 Totals: $15,350.00 $2,066.00 $0.00 $2,066.00 For billing inquiries,please contact Customer Service at 1-866.513-5651 Minimum Payment Due $2,066.00 between 8:00 a.m. to 8:00 p.m.EST Monday—Thursday and 8:00 a.m. Payment In FUII $15,350.00 to 5:00 p.m.on Friday. Please contact your agent regarding policy or premium questions. See reverse for fee information. INVOICE NEINGA TAN � ����� 10/2 Palm Springs Cultural Center PPPVVV 6860 2018 House Account Sarah KwonI VArrynrQ Agents p js and VrV Vrs 1of1 � , .. $ 258.00 Palm Springs Cultural Center Invoicei148378 2100 E.Tahqultz Canyon Way NN888764 Palm Springs,CA 92262 'Thank You Please detach and return with payment Customer: Palm Springs Cultural Center AMMMINARBUM Policy ONN888764 O'1/23/2018.012312019 Nautilus Insurance Company 48378 10/17/2018 Policy change Package -+BlanketAdditional Insureds 260.00 CA SL Fees-+Blanket Additional Insureds 0.50 CA SL Taxes-+Blanket Additional Insureds 7.50 2 IBM i $ 258.00 1 hartk Yc,t1 Weingarten&Hough (760)325-2526 CA License No.0086542 P O Box 1866 10/29/2018 Palm Springs, CA 92263 NAUTILUS INSURANCE COMPANY POLICYNUMBER: NN888764 ENDORSEMENT# 04 Named Insured: PALM SPRINGS CULTURAL CENTER Agency#: 00454 - 00 MONARCH E&S INSURANCE SERVICES 41-602 INDIAN TRAIL ROAD Endorsement Effective Date: 10/17/2018 STE I RANCHO MIRAGE, CA 92270 P.O. BOX 1866 PALM SPRINGS, CA 92263 STANDARD CHANGE ENDORSEMENT It is understood and agreed that: ❑ 1, Name of the insured ❑ 6. Limit of ❑ Liability ❑ Property ❑ 2. Mailing address of Insured ❑ 7. Classification, Premium Basis or Rating ❑ 3. Inception Date (Complete Schedule below) ❑ 8. Location# ❑ 4. Expiration Date ❑ 9. Endorsement# ❑ 5. Policy Is Cancelled Effective ® 10. Other BLANKET ADDITIONAL (Attach cancellation evidence) INSURED ® Is added and made a part of the policy. ❑ Is deleted from the policy. ❑ Is corrected or changed to read as follows: 10. IT IS HEREBY UNDERSTOOD AND AGREED THAT BLANKET ADDITIONAL INSURED HAS BEEN ADDED TO THE POLICY. PER THE ATTACHED FORMS LIST: 5150(07-09) , S170 (07-09) , L805 (01-17) . ❑ The Schedule below is added to the Declarations: CODE# - CLASSIFICATION * PREMIUM W TE ADVANCE BASIS Promlops Prod/Comp PREMIUM Ops PREMIUM BASIS SYMBOLS + = Products/Completed Operations are subject to the General Aggregate Limit a = Area (per 1,000 sq.ft.of area) o = Total Operating Expenditures s = Gross Sales (per$1.000 of Gross Sales) c = Total Cost (per$1,000 of Total Cost) (par$1, 00 Total Operating Expenditures) t = See Classification m= Admissions (per 1,000 Admissions) p = Payroll (per$1,OOOofPayroll) u = Units (per unit) Tax&Fee Schedule STATE TAX $ 7. 50 Premium: ❑ None ©AP ❑ RP $ 250.00 STAMPING FEE .50 Total Taxes& Fees $ 8100 TOTAL PREMIUM DUE $ 258 .00 All other terms and conditions of this policy remain unchanged. WEIN ARTEN PALM SPRINGS & HOUGH P.O. BOX 1866 PALM SPRINGS CA 92263ageBurbank, CA4�-4"u 10/29/2018 KRD Authorized Representative BOBO(07109) Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS POLICY NUMBER: NN888764 ® Extension of Declarations is attached. Effective Date: 10/17/2018 12:01 A.M.Standard Time LIMITS OF INSURANCE Ll if box is checked,refer to form S132Amendment of Limits of Insurance. General Aggregate Limit(Other Than Products/Completed Operations) $ 2,000,000 Products/Completed Operations Aggregate Limit $ INCLUDED Personal and Advertising Injury Limit $ 1,000,000 Any one Person or organization Each Occurrence Limit $ 1,000, 000 Damage To Premises Rented To You Limit $ 100,000 Any one Premises Medical Expense Limit $ 5,000 Anyone Person RETROACTIVE DATE (CG 00 02 ONLY) This insurance does not apply to"bodily injury","property damage"or"personal and advertising injury"which occurs before the Retroactive Date,If any,shown here: NONE (Enter Date or"NONE"if no Retroactive Date applies) BUSINESS DESCRIPTION AND LOCATION OF PREMISES BUSINESS DESCRIPTION: NON PROFIT SOCIAL SERVICE GROUP LOCATION OF ALL PREMISES YOU OWN,RENT,OR OCCUPY: ❑ Location address is same as mailing address. 1. 2300 BARISTO ROAD PALM SPRINGS CA 92262- 2. 78-100 MAIN STREET LA QUINTA CA 92253- Additional locations(if any)will be shown on form 3170,Commercial General Liability Coverage Part Declarations Extension. LOCATION OF JOB SITE (If Designated Projects are to be Scheduled): N/A CODE# - CLASSIFICATION * PREMIUM RATE ADVANCE BASIS Premlops Prod/Comp PREMIUM Ops 15123 - Markets-open air(lessor's risk only) t+ 3 2 . 836 9 OTNFP Rate is Per Vendor Space times Number of INCLUDED INCLUDED Days in Operation 90556 - Special Events-Group I-Up to 500 t+ 5 71. 189 356 average dally attendance Rate Is Number of Days INCLUDED INCLUDED 9o556 - SpecialEvents-Groupl-Up to500 t+ 4 71 . 189 285 average daily attendance Rate Is Number of Days INCLUDED INCLUDED 90556 - SpecialEvents-Groupl-Up to500 t+ 4 71 . 189 285 average daily attendance Rate Is Number of Days INCLUDED INCLUDED • PREM[UM BASIS SYMBOLS + = Products/Completed Operations are subject to the General Aggregate Limit a = Area (per 1,000 sq.ft.ofarea) o = TolalOperalingExpendltures s = Gross Sales (per$1,000 of Gross Sales) c = Total Cost (per$1,0D0 of Total Cost) (per$1, 00 Total Operating Expenditures) t = See Classification m= Admissions (per 1,0D0Admissions) p = Payroll (per$1,000 of Payroll) u = Units (perunil) PREMIUM FOR THIS PAGE $ 935 FORMS AND ENDORSEMENTS (other than applicable Forms and Endorsements shown elsewhere in the policy) Forms and Endorsements applying to this Coverage Part and made part of this policy at time of Issue: Refer to Schedule of Forms and Endorsements THESE DECLARATIONSARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. 5150(071 09) Includes copyrighted material of Insurance Services Office,Inc.with Its permission. COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS EXTENSION POLICYNUMBER: NN868764 Effective Date: 10/17/2018 12:01 A.M.Standard Time LOCATION OF PREMISES Location of All Premises You Own,Rent or Occupy: 3. 72-567 HIGHWAY III PALM DESERT CA 92260- 4. 401 S PAVILLION WAY (SUMMER LOC) PALM SPRINGS CA 92262- 5. 72E40 HWY III (WESTFIELD SUMMER/INDOOR FARMER'S MARKET MAY-SEPT. ) PALM DESERT CA 92260- PREMIUM CODE# - CLASSIFICATION r PREMIUM RATE prodlComp ADVANCE BASIS PremlOps 0 s PREMIUM 41669 - Clubs-civic,service or social-no buildings t+ 50 5 .463 273 or premises owned or leased except for office purposes-OTNFP INCLUDED INCLUDED Rate is Each Member 49950 - Additional Insured -Per Form CG 2011 t 6 INCLUDED INCLUDED 49950 - Additional Insured-Per Form CG 2010 t 1 150,000 150 90609 - Additional Insured-Primary and t 1 150.000 150 Noncontributory-L803 90657 - Waiver Of Transfer Of Rights Of Recovery t 1 250.000 250 Against Others To Us-Automatic Status When Required In Contract Or Agreement (Blanket)-L609 ® Additional page needed. PREMIUM FOR THIS PAGE $ 823 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. S170(07109) Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 2 COMMERCIAL GENERAL LIABILITY COVERAGE PART DECLARATIONS EXTENSION POLICYNUMBER: NN888764 Effective Date: 10/17/2018 12:01 A.M.Standard Time LOCATION OF PREMISES Location of All Premises You Own, Rent or Occupy: PREMIUM CODE# - CLASSIFICATION r PREMIUM RATE ADVANCE BASIS Prem/Ops ProdO/Ceomp PREMIUM 1512 3 - Markets-open air(lessor's risk only) t+ 30 2. 836 85 OTNFP Rate is Per Vendor Space times Number of INCLUDED INCLUDED Days in Operation 49950 - Additional Insured-Landlord-Per CG2011 t 1 INCLU➢ED INCLUDED 90608 - Blanket Additional Insured-Automatic t I FLAT 250 Status When Required In Contract Or Agreement-Per L805 ❑ Additional page needed. PREMIUM FOR THIS COVERAGE PART $ 2,093 THESE DECLARATIONS ARE PART OF THE POLICY DECLARATIONS CONTAINING THE NAME OF THE INSURED AND THE POLICY PERIOD. 5170(07109) Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARYAND NONCONTRIBUTORY - AUTOMATIC STATUS WHEN REQUIRED IN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II-Who Is An Insured is amended to Include as an additional insured any person or organization when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage"or"personal and advertising injury"caused, in whole or in part,by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured, but only for "occurrences" or coverages not otherwise excluded in the Coverage Part to which this endorsement applies. However,the insurance afforded to such additional insured: 1. Only applies to the extent permitted bylaw;and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. Status as an additional insured for the person or organization to which this endorsement applies: 1. Commences during the policy period and after such written contract or agreement has been executed;and 2. Ends when: a. Your ongoing operations for that additional insured are completed; b. The contractor's contract or agreement Is terminated;or c. Your policy cancels or expires; whichever occurs first. C. With respect to the insurance afforded to the additional insured,the following additional exclusions apply: This Insurance does not apply to: 1. 'Bodily Injury", "property damage", "personal and advertising injury"or medical payments arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders,change orders or drawings and specifications; or b. Supervisory,inspection,architectural or engineering activities. This exclusion applies even if the claims against any Insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural,engineering,or surveying services. L805(01117) Includes copyrighted material from Insurance Services Office,Inc.,with its permission, Page 1 of 2 2. "Bodily Injury"or"property damage"occurring after: a. All work,including materials,parts or equipment furnished in connection with such work, on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or b. That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. D. With respect to the insurance afforded to the additional Insured, the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contractor agreement you have entered Into with the additional Insured;or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. E. The following is added to 4.a.of Other Insurance of Section IV-Commercial General Liability Conditions: If required in a written contract, the Coverage Part to which this endorsement applies is primary and noncontributory in the event of an 'occurrence"caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf that occurs while performing ongoing operations for the additional Insured. All other terms and conditions remain unchanged. L805(01/17) Includes copyrighted material from Insurance Services Office,Inc.,with Its permission. Page 2 of 2 !Ault s,. a City of Palm Springs y 3200 E.Taliquirz Canyon Way - Palm Spring;,Calilornia 92262 pallimpringn.a.gov c,1IFOR��' January 16, 2018 Michael C. Green VIA UNITED STATES 1ML AND E-MAIL The Palm Springs Cultural Center 2100 E.Tahquitz Canyon Way Palm Springs, CA 92262 Re: Letter Agreement, 2017-18 Grant from City of Palm Springs to Palm Springs Cultural Center Dear Michael, Congratulations on receiving an award of a grant by the City Council of the City of Palm Springs ("City").This letter agreement("Agreement") memorializes the nature of the grant awarded to your organization, Palm Springs Cultural Center("Grantee")for the(fiscal)year 2017-18(the"Grant"), 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: $16,000 cash grant,$5,000 of which has been awarded, 8r$7,260 in-kind support for Film Noir Festival,AmDocs, Cinema Diverse and Certified Farmer's Market Palm Springs The City makes this grant 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. 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: specialty fdm festivals and Certifled Farmers Market. Grantee warrants and covenants to City that it will to continue to provide Services throughout the 2017-18 fiscal year, and that it shall dedicate the entirety to the Assistance hereunder to funding and/or supporting Services. 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 related thereto: Michael C. Green 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 Harriet Baron, Director of Resource Development. Post Office Box 2743 - Palm Springs,California 92263-2743 January 16, 2018 Palm Springs Cultural Center Page 2 of 3 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 agrees to use the official City logo to acknowledge the City's support on its website in the manner noted below(with a hyperlink to the City's website) and on any printed materials associated with its program or event. Grantee is also encourage to include the City of Palm Springs in all relevant social media postings. Special Funding provided by The City of Palm Springs 0 7. Grantee shall, upon any reasonable City request, notify its employees, members and volunteers of opportunities to volunteer at City events. 8. 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 Services 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 Services rendered to Beneficiaries that are funded or supported, in whole or in part, by the Assistance. 9. 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. 10. Grantee shall prepare and deliver to City a Final Report that documents Grantee's application of the Assistance to the advancement of Services;these reports shall include but not be limited to expenditures of City funds by Grantee. Final Report must accompany your application for the 2018-19 grant cycle, or be submitted by December 31, 2018 if you are not applying. 11.Grantee shall procure and maintain, at Grantee's sole cost and expense, policies of insurance as required by the City Attorney. 12.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, casts,Judgments, January 16, 2018 Palm Springs Cultural Center Page 3 of 3 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 (J) injuries to or death of persons, including without limitation Grantee's Related Parties and Grantee's Beneficiaries, (Y)damage to property, including property owned by any of Grantee's Related Parties, Grantee's Beneficiaries, or City, (W)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. 13. 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 (Le., 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. 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. APPROVED BY CITY COUNCIL ITY OF PALM SPRINGS 54 a l3 ►'1 1�j,05 By- .. avid H. Ready, City Manager AGREED PALM SPRINGS CULTURAL CENTER By: Michael C.Green.Executive Director , Name and Title Sigp ture A ST. Ci Clerk FUNDING AGREEMENT Palm Springs Cultural Center T 15,FUNDING AGREEMENT ("Agreement") is made and entered into this day of 110M 2017 by and between the City of Palm Springs, a California charter city and municipal corporation, (herein "City"), and the Palm Springs Cultural Center, a California non-profit corporation, (herein 'Recipient"). RECITAL A. The City and Recipient are mutually interested in the continued funding of programs and cultural screenings to citizens in the Palm Springs community. B. The Recipient has agreed to provide such services to the Palm Springs community pursuant to the terms of this Agreement. C. Based on its experience and reputation, the Recipient is qualified to provide the services and desires to provide such services. D. City desires to support the services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to provide goods and services to citizens in the Palm Springs community ("Services"), as shown in Exhibit A. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient 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 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. 1.6 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. ORIGINAL BID ANDIORAGREEMENT 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount of fifteen thousand dollars ($15,000.00) cash donation and seven thousand dollars ($7,000) for in-kind sponsorship for the rental of the Palm Springs Pavilion for the Farmers Market ("herein, "Contract Sum'). The CITY shall appropriate the funds upon execution of said agreement unless otherwise changed by the CITY. Recipient is responsible for raising all funds necessary to produce their events in excess of the CITY's Contract Sum. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Chansaes. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than September 30, 2017. Any remaining unused funds after September 30, 2017 shall be returned to City. 3.3 Force Maleure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2016, and ending on June 30, 2017, unless extended by mutual written agreement of the parties. 3.5 Credit Line - The Palm Springs Cultural Center will continue to identify the City of Palm Springs as a major sponsor on all advertising, print collateral and online marketing materials for a one-year period. 2 4. SPONSORSHIP TERMS FOR THE CITY 4.1. Palm Springs Cultural Center shall provide the City with a full page ad in all of the programs, a listing as a major sponsor on all their websites, and an official thank you at the beginning of each of the events 4.2 Recipient shall provide the city with 12 VIP passes to all niche film festival events (screenings and galas), and an opportunity to have a presence at any of the events. The City of Palm Springs shall receive individual screening passes to any of the niche film festival events as requested. 4.3 The City shall have its logo featured in a premium position on the Sponsor page of all of the film festival programs. 4.4 The City shall receive an official thank you at the beginning and end of each event and shall be shown as a major sponsor in all on-screen rotations. 4.5 The City shall be able to set up an information table at all niche film festivals as requested. 4.6 The City shall be identified as a sponsor on all Certified Farmers Market (CFM) banners and other collateral materials. The City shall have an opportunity to have a table at the weekly CFM. 5. COORDINATION OF WORK 5.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Michael C. Green, Managing Director. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. Recipient shall not contract with any other individual or entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 3 6. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 7. INDEMNIFICATION. To the fullest extent permitted by law. Recipient shall defend (at Recipient's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified 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 injuries to or death of persons (Recipient's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Recipient's indemnification obligation or other liability hereunder. 8. RECORDS AND REPORTS 8.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 8.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 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 4 Riverside, State of California, or any other appropriate court in such county, and Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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. 9.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies 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. 9.4 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 injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Recipient acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Recipient enter into any Agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Recipient warrants that Recipient has not paid or given, and will not pay or given, any third party any money or other consideration in exchange for obtaining this Agreement. 5 10.3 Covenant Against Discrimination. Recipient 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, national origin, ancestry, physical or mental disability, or medical condition. 10.4 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Palm Springs Cultural Center Attention: Michael C. Green 2100 Tahquitz Canyon Way Palm Springs, CA 92262 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 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 valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. SIGNATURE BLOCK NEXT PAGE 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: 8y 7//-Kathie Hart, MMC, Interim City Clerk David H Ready, City Manager APPROVED A TO FORM: APPROVED BY CITY COUNCIL BY: �. 11,13j,110 A&t05 Douglas C olland, City Attorney /UDD I✓L �� � /S�ODD a iZ)fZ4 a f "RECIPIE " By: / Michael C re n,�an ing Director j Date �' / 7 EXHIBIT "A" APPLICATION FOR EVENT SPONSORSHIP AND FUNDING 8 RECEIVED Y OF PAAPAWVr;§iaMp yoFpAlntSpy' 201 APR-6 PM12* 11 N CITY OF PALM SPRINGS NE5 THOt1P FY 2016-17 Application for CITY CLERK Event Sponsorships and C92/FOANt91 Agency Program Funding Please submit one original and foudeen (14) copies of Ihls completed Application and all required materials to the Office of the City Clerk,3200 E.Tahqultz canyon Way,Palm Springs,Califomia,92262. The submission deadline 13 3:00 PM on Thursday, April 7, 2016. Applications will not be considered complete unlit all submittal requirements are met For answers requiring more explanation, please add separate sheet If a question Is not applicable,please Indicate. GENERAL INFORMATION Appilcant Name: The Palm Springs Cultural Center Mailing Address: 2100 E Tahquitz Canyon Way Palm Springs 92662 Physical Address: same Phone: 760-880-4921 Email Address:michaelgreen@earthlink.net VWebsite Address: http://thepaimspringsculturalcenter.org/ Tax ID Number. Year Obtained: 501(cx3) Number. 55-0914693 Year Obtained: 2007 Name of Program or Event: see attachment A Anticipated Date of Event: 4 events, April, May , September and year-round Amount of City Funding Requested: $40,000.00 casht$3500 in kind services` Estimated Attendance at Evenl/Progrdm: See attachment A :per event General Description of Event: See attachment A for: Certified Farmers` Market Palm Springs, year-round Saturdays The Arthur Lyons Film Noir Festival, Every May, 4 day festival Cinema Diverse Film Festival, Every September, 4 day festival American Documentary Film Festival, Every April, 6 day festival LJ DIM WTV1 Mail ATTACHMENT A CITY OF PALM SPRINGS FY 2016-17 APPLICATION FOR EVENT SPONSORSHIPS AND AGENCY PROGRAM FUNDING Sponsor Package In addition to the afore-mentioned benefits designed to enhance the lives of Palm Springs citizens and visitors, and provide exposure for the City of Palm Springs in Advertising and Public Relations,The Palm Springs Cultural Center will provide the City with the following Major Sponsor Package: 1. The City of Palm Springs will be identified as a major sponsor on all advertising,print collateral and online marketing materials.This will apply to ALL Cultural Center programs(notjust the four described in the application); 2.The City of Palm Springs will have its logo featured in a premium position on the Sponsor Page of all of our film festival programs; 3. The City of Palm Springs will be given a full page ad in all of our film festival programs; 4.The City of Palm Springs will be given a listing as a major sponsor on all our websites,and a live hyperlink back to the city's website,and/or to the visitpahnsprings.com website; 5.The City of Palm Springs will receive an official thank you at the beginning and end of each of our events, and be shown as a major sponsor in all on-screen rotations; fi. The City of Palm Springs will receive 12 VIP passes to all our niche film festival events(screenings and gains); 7.The City of Palm Springs will receive as many individual screening pauses to any of our niche film festival events as requested(to a maximum of twenty,based on availability); 8. The City of Pahn Springs will be able to have an information table set up at all our niche film festival events, and/or distribute collateral in the lobby of the Camelot Theatres throughout the year; .The City of Palm Springs will have the opportunity to have a table at our weekly Saturday Certified Farmers' Market in Palm Springs.The City will also be identified as a sponsor on all our CFM banners and other collateral materials. Exhibit "B" INSURANCE REQUIREMENTS INSURANCE. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of the Agreement, including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $1,000,000 bodily injury and property damage, including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Insurance shall name the City, its officers, employees and agents as additional insured. (b) Workers' Compensation Insurance. A policy of workers' compensation insurance in any amount which fully complies with the statutory requirements of the State of California and which includes $1,000,000 employer's liability. 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. (c) Business Automobile Insurance: A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $1,000, 000 bodily injury and property damage. The Business Automobile Insurance shall name the City, its officers, employees, and agents as additional insured. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, endorsements or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance, endorsements or binders are approved by the City. The contractor agrees that the provisions of contained herein shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. e FUNDING AGREEMENT Palm Springs Cultural Center THIS FUNDING AGREEMENT ("Agreement") is made and entered into this 3D day of September, 2015, by and between the City of Palm Springs, a California charter city and municipal corporation, (herein "City"), and the Palm Springs Cultural Center, a California non-profit corporation, (herein 'Recipient'). RECITAL A. The City and Recipient are mutually interested in the continued funding of programs and cultural screenings to citizens in the Palm Springs community. B. The Recipient has agreed to provide such services to the Palm Springs community pursuant to the terms of this Agreement. C. Based on its experience and reputation, the Recipient is qualified to provide the services and desires to provide such services. D. City desires to support the services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to provide goods and services to citizens in the Palm Springs community ("Services"), as shown in Exhibit A. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient 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 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. 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. 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount not to exceed fifteen thousand dollars ($15,000.00) to be used for providing the Services. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Chancres. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than June 30, 2016. Any remaining unused funds after June 30, 2016 shall be returned to City. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2015, and ending on June 30, 2016 unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Michael C. Green, Managing Director. 4.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. ,,,,, �.�.�n,..1 2 4.3 Prohibition Against Subcontracting or Assignment. Recipient shall not contract with any other individual or entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 5. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 6. INDEMNIFICATION. To the fullest extent permitted by law, Recipient shall defend (at Recipient's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified 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 injuries to or death of persons (Recipient's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Recipient's indemnification obligation or other liability hereunder. 7. RECORDS AND REPORTS 7.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 7.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. B. ENFORCEMENT OF AGREEMENT 8.1 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 Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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. 8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies 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. 8.4 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 injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 1.,=1..,n.1 4 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Covenant Against Discrimination. Recipient 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, national origin, or ancestry. 9.3 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Palm Springs Cultural Center Attention: Michael C. Green 2100 Tahquitz Canyon Way Palm Springs, CA 92262 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 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 valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 5 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: By: B : ?p y Clerk City Manager APPROVED TO FORM: By. /" APPROVED BY1CITY COUNCIL '1 ✓J City Attorne nl n2fc9dt n ,� 1� ��7"RECIPI " � B . �� " Michael �.JGre n, M aging Director Date: 6 CITY MANAGER MAY 2 7 2015 OI'1Y Of PALM SPRINGS "Exhibit A" Center 2100 Talquitz Canyon Way Pah sptln%Calrurr i3 9zW 760.3 Z50 May 22, 2015 Mr. David H. Ready, Esq., Ph.D City Manager City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Dear Mr Ready: For the past four years, the City of Palm Springs has graciously agreed to be a major sponsor of the Palm Springs Cultural Center. We are so very appreciative of our home city's continued financial support, and hope that Palm Springs will once again consider our programs worthy of sponsorship. Since Rozene and I established the Palm Springs Cultural Center in 2007 as a 501(c) (3) non-profit corporation, we have created and/or subsidized a number of successful local cultural arts programs and events in the city of Palm Springs, and to a lesser extent, throughout the Coachella Valley. Our programs are unique in that they not only serve local full-time and part-time residents, but also attract tourists to our community and provide exposure for Palm Springs with advertising and public relations activities that often reach all over the world. Palm Springs Cultural Center Programs include. The Certified Farmers'Marloet Program- Our original Saturday morning location, next door to the Camelot Theatres in Palm Springs, continues to be our flagship location, and is now in its seventh season. We also operate a Sunday Market in Old Town La Quinta, a Mid-week (Wednesday) Market in Palm Desert, and a Summer Market (also in Palm Springs), which we plan to operate again this Summer. psculturalcenterorg V YOURlterroeULn The Palm SPnnys Cultural center "a a, Prcfe 501(c)(3)PL"c bWdtoorp0r8tKn Ora•�a3/zciS �rern l.A . r.s 2100 Wiquitz Canyon Way Palen Springs•Caftrw 92262 760.3221W This year, for the fourth year, we completed an educational outreach program designed to introduce local elementary school children to the markets, to local farmers, and to healthy eating as a way to maintain good health. That program included a total of seventeen field trips and introduced approximately 700 local students and their parents to the markets, to the concept of local, healthy eating, and to our local farmers. Our Certified Farmers' Market Program provides local residents, valley visitors and local restaurants with year-round access to locally-grown, fresh produce, provides local farmers with the ability to sell their products directly to consumers (reducing the carbon footprint), and provides a vibrant weekly community gathering place.This year, the markets served some 60,000 people over the course of twelve months,with more than half that number (27,500) coming to the Patin Springs market.All our markets accept CalFresh EBT Cards, WIC Farmers' Market Checks, and Senior Farmers' Market Checks, and we conduct an active outreach (sometimes offering matching dollar for dollar spending), encouraging members of all these programs to shop the markets. In 2014/15, we served more than 1,100 low income senior families through our CalFresh EBT Cards, WIC Farmers' Market Checks, and Senior Farmers' Market Check programs. The Siz wrtth Annual Arthur Lyons Film Noir Festival- Started in 2000 by the local writer, noir enthusiast, and f ormer Palm Springs City Council Member,Arthur Lyons, the Arthur Lyons Film Noir Festival now draws Film Noir enthusiasts to Palm Springs from cities throughout Southern California, all over the country, from Canada, and even from Great Britain. Event Snapshot: Duration: 4 days - May 14 - 17, 2015 Attendance: 4,000+ 7rpcode Survey Palm Springs (28%), Other Coachella Valley (10%) Non-Coachella Valley (62%) psculturalcentecorg 4""A KEY TO CULTUIQ The PaIrn srx«ms a,aurei caner is a nm,mft SoXcX3)PAk ^/ ea�& Page Two f 2100 T*quitz Canyon Way Pain Sprhhgs.Cafe amla 92262 760.322350 Known in the world of Noir for showing the very best of rare Noir classics, the Arthur Lyons Film Noir Festival is a favorite for fans of this genre.The Festival runs the second week of May, during our"shoulder season."Area hotels, restaurants and retailers all benefit from the annual influx of Film Noir enthusiasts. Cinema Diverse: The Palm Springs Gay&Lesbian Film Festival - In September of 2015, The Palm Springs Cultural Center will present the 8th edition of Cinema Diverse: The Palm Springs Gay and Lesbian Film Festival. Cinema Diverse is dedicated to advancing and further strengthening the diverse local gay community by presenting lesbian, gay, bisexual and trans- gender cinema from around the world. It brings together film artists, film lovers and industry professionals for an exciting celebration of motion pictures that reflect, inform, enrich and often transform lives. Event Snapshot (2014): Duration: 4 days - September 18 - 21, 2014 Attendance: 5,400+ Zipcode Survey: pending for 2015 Cinema Diverse rakes place the third week of September - again- timed to attract attendees to a special event during a "shoulder season" period. The bulk of the audience for this film festival has been historically local, however, it is gaining popularity in the drive market and beyond (last year it was referred to by one San Francisco writer as as "the Academy Awards of Cray Movies"). It is also popular among filmmakers in the Southern California region. Last year, the four day event had over 5,400 attendees, and attracted over 100 filmmakers and their guests. The American Documentary Film Festival and Film Fund (A.mDocs)-The American Documentary Film Festival and Film Fund, which takes place the last week of March, recent- ly completed its fourth year. AmDocs has become the largest festival of its kind on the West Coast, screening more than 120 films on six screens.This year's recipient of the Annual Filmmaker Who Makes A Difference Award was academy-award winning director Peter Bogdanovich. psculturalcentercorg cal"coos tier TO cuaruae The Palm SPrkVs Cultural Canter z a r4agroat WKcX3>Pubk 74 berefit CMPOr&10f1 Page Three 2100 Tahquitz Canyon way Palm Springs.Calitomia 92262 760.322.3521 The objective of American Documentary Film Festival is to promote a world vision of film, as seen through the eyes of the filmmaker. In addition to its film screenings,AmDocs hosts a number of"Expert Panels" designed to help filmmakers get their films made, get them pro- moted, and get the into distribution, as well as a Film Fund competition wherein filmmakers compete to earn money to complete their"films in progress.. Event Snapshot (2015): Duration: 5 days - March 26 - 30, 2015 Attendance: 12,000+ Zipcode Survey pending for 2016 Multiple Ongoing Film Series-The Palm Springs Cultural Center is pleased to present sever- al Film Series in conjunction with the Camelot Theatres. Each of our themed Film Series is designed to showcase films that focus on specific genres that are of interest to the community at large. These include: Certified Farmers' Market Film Series (Foodie Films) -The Certified Farmers' Market Film Series showcases a series of award-winning documentary films whose subject matter includes food, health, farms, farmers' markets, and food-related issues. The screenings take place on Saturday mornings at the Camelot Theatres. City,of Palm Springs Su stainability Film Series -The City of Palm Springs Sustainability Film Series showcases a series of award-winning documentary films whose subject matter includes socially relevant world issues affecting every citizen around the globe. Each film is followed by either Q&As or breakout groups for further discussion and exploration of possible local appli- cations and solutions that can bring transformation in the desert cities community.The screenings take place on Saturday mornings at the Camelot Theatres. psculturalcentar.org rotor KEY To Cl LTME The Palm Springs Cultural Center is a non-profit SU(cX3)"c 5 hsrre ifit corporation Page Faur •it cultural Center MO ralxwrx�cwyyoon Way palm ,. isiftr a92W2 760-2 ZW The series is free and is sponsored by the Palm Springs Cultural Center and the City of Palm Springs Office of Sustainability, and is held in conjunction with the Palm Springs Certified Farmers' Market. American Documentary Film Festival Screening Series-The American Documentary Film Festival is a monthly film screening featuring those films voted "Best of the Fest" by audiences and our industry film review panel. To date, all of our programs have been made possible through a combination of private and public sponsorships, as well as seed monies provided by Rozene and myself.As you can imag- ine, the costs to put together these programs is enormous, and would not have been possible without the generosity of all our sponsors, including the City of Palm Springs. This year, we are again reaching out to the City of Palm Springs, in hopes that we can count on the city's support for our 2015/16 programs.While some of our programs are able to sus- tain themselves entirely, or able to sustain themselves with a minimal amount of support from generous individuals and businesses, others are in need of ongoing support. To that end, we would like to request that the City of Palm Springs once again consider becoming an annual major sponsor of The Palm Springs Cultural Center and its events, by providing funding, part cash and part in-kind services, to be used for our niche Film Festival Events, and the Palm Springs location of our Certified Farmers' Market. We are requesting a cash sponsorship of$20,000.00, as well as in-kind services and/or waivers of fees in the amount of$3,500.00 (to cover the business license fees for the Certified Farmers' Market. psculturakenterorg YOUR ter TO CULTWsr The Pakn5pnnas Cururel Canter Is a narrworR S"cX3)wbk 7 6 t>e�� Page Five ultural Center moo renwu:rarrW WW RAr SpMgs.Calfvr a92262 760.=350 We would also request that the City continue to waive the rental fees associated with holding the Summer Certified Farmers' Market at the Pavilion (as it has done the last three years). In exchange,The Palm Springs Cultural Center will continue to identify the City of Palm Springs as a major sponsor on all advertising, print collateral and online marketing materials for a one year period. We will also provide the City with a full page ad in all of our programs, a listing as a major sponsor on all our websites, and an official thank you at the beginning of each of our events. We will provide the city with 12 VIP passes to all our niche film festival events (screenings and galas), and an opportunity to have a presence at any of our events. If there are any additional materials and/or details required for consideration, we are more than happy to provide them. Please contact me directly if there are any questions. Sincerely, Ric Supple, Chairman of the Board The Palm Springs Cultural Center ps ulturalnnterorg 0"YOLM KEY TO CULTURE The Pakn Sm; Cuftral Cachet 77 lean per SOXcX3)pubk berm*corporation Page Sx% FUNDING AGREEMENT Palm Springs Cultural Center THIS FUNDING AGREEMENT ("Agreement") is made and entered into this 55-Bl\ day of September, 2014, by and between the City of Palm Springs, a California charter city and municipal corporation, (herein "City"), and the Palm Springs Cultural Center, a California non-profit corporation, (herein `Recipient'). RECITAL A. The City and Recipient are mutually interested in the continued funding of programs and cultural screenings to citizens in the Palm Springs community. B. The Recipient has agreed to provide such services to the Palm Springs community pursuant to the terms of this Agreement. C. Based on its experience and reputation, the Recipient is qualified to provide the services and desires to provide such services. D. City desires to support the services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to provide goods and services to citizens in the Palm Springs community ("Services"), as shown in Exhibit A. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient 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 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. 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. 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount not to exceed fifteen thousand dollars ($15,000.00) to be used for providing the Services. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Changes. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than June 30, 2015. Any remaining unused funds after June 30, 2015 shall be returned to City. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2014, and ending on June 30, 2015 unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Michael C. Green, Managing Director. 4.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. , , ,. I 1 2 4.3 Prohibition Against Subcontracting or Assignment. Recipient shall not contract with any other individual or entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 5. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 6. INDEMNIFICATION. To the fullest extent permitted by law, Recipient shall defend (at Recipient's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified 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 injuries to or death of persons (Recipient's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Recipient's indemnification obligation or other liability hereunder. 7. RECORDS AND REPORTS 7.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 7.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, I. I, .nil 3 including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 8. ENFORCEMENT OF AGREEMENT 8.1 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 Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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. 8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies 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. 8.4 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 injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 4 9. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Covenant Against Discrimination. Recipient 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, national origin, or ancestry. 9.3 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Palm Springs Cultural Center Attention: Michael C. Green 2100 Tahquitz Canyon Way Palm Springs, CA 92262 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 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 valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 5 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: Ifl •�00.1�' B s�� City Clerk City Manager APPROVED AS-TO-FORM: APPROVD BY CITY COUNCIL b �.IT� 1Lh a3 AIoS By: City Attorne "RECIPIE T" By 1# wJ0, Michael . een, Man ging Director Date: 951696J9516'Ml V EXHIBIT A -Aff� 2100 Tahquitz Canyon Way Palm Springs,California 922U 760.322.3521 April 10, 2014 Mr. David H. Ready, Esq., Ph.D City Manager City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Dear Mr Ready: For the past three years, the City of Palm Springs has graciously agreed to be a major sponsor of the Palm Springs Cultural Center. We are so very appreciative of our home city's continued financial support, and hope that Palm Springs will once again consider our programs worthy of sponsorship. Since Rozene and I established the Palm Springs Cultural Center in 2007 as a 501(c) (3) non-profit corporation, we have created and/or subsidized a number of successful local cultural arts programs and events in the city of Palm Springs, and to a lesser extent, throughout the Coachella Valley. Our programs are unique in that they not only serve local full-time and part-time residents, but also attract tourists to our community and provide exposure for Palm Springs with advertising and public relations activities that often reach all over the world. Palm Springs Cultural Center Programs include: The Certified Farmers' Market Program - Our original Saturday morning location, next door to the Camelot Theatres in Palm Springs, continues to be our flagship location, and is now in its sixth season. We also operate a Sunday Market in Old Town La Quinta, a Mid-week (Wednesday) Market in Palm Desert, and a Summer Market (also in Palm Springs), which we Plan to operate again this Summer. This year, for the third year, we completed an educational outreach program designed to introduce local elementary school children to the markets, to local farmers, and to healthy eating as a way to maintain good health. psculturalcenterorg III Y0M KEY To CULTURE The Palm Springs Cultural Center is a non-profit 501(c)(3)public - benerit corporation Palm Springs 2100 Tahquitz Canyon Way Palm Springs,California 92262 760.322.3521 Our Certified Farmers' Market Program provides local residents, valley visitors and local restaurants with year-round access to locally-grown, fresh produce, provides local farmers with the ability to sell their products directly to consumers (reducing the carbon footprint), and provides a vibrant weekly community gathering place. This year, the markets served some 50,700 people over the course of twelve months, with approximately half that number (23,400) coming to the Palm Springs market. All our markets accept CalFresh EBT Cards, WIC Farmers' Market Checks, and Senior Farmers' Market Checks, and we conduct an active outreach (sometimes offering matching dollar for dollar spending), encouraging members of all these programs to shop the markets. The Fifteenth Annual Arthur Lyons Film Noir Festival - Started in 2000 by the local writer, noir enthusiast, and former Palm Springs City Council Member, Arthur Lyons, the Arthur Lyons Film Noir Festival now draws Film Noir enthusiasts to Palm Springs from cities throughout Southern California, all over the country, from Canada, and even from Great Britain. Based on audience surveys, approximately half of this festival's attendees come from outside the Coachella Valley to attend the four day event. Known in the world of Noir for showing the very best of rare Noir classics, the Arthur Lyons Film Noir Festival is a favorite for fans of this genre. The Festival runs the second week of May, during our "shoulder season," and attracts approximately four thousand attendees. Area hotels, restaurants and retailers all benefit from the annual influx of Film Noir enthusiasts. Cinema Diverse: The Palm Springs Gay& Lesbian Film Festival - In September of 2014, The Palm Springs Cultural Center will present the 7th edition of Cinema Diverse: The Palm Sprigns Gay and Lesbian Film Festival. In 2012, Cinema Diverse almost tripled the number of movies it presents, and continues to grow in size and reputation, now also hosting three annual cruises, which give the festival (and the Palm Springs brand) additional exposure with the LGBT audience. Cinema Diverse is dedicated to advancing and further strengthening the diverse local gay community by presenting lesbian, gay, bisexual and transgender cinema from around the world. It brings together film artists, film lovers and industry professionals for an exciting celebration of motion pictures that reflect, inform, enrich and often transform lives. pscu Itura Icenter.org YOUR KEY TO CULTURE The Palm Springs Cultural Center is a non-profit 501(c)(3)public benefit corporation Page Two Palm Springs KOMI 2100 Tahquitz Canyon Way Palm Springs,California 92262 760.322.3521 Cinema Diverse takes place the third week of September - again - timed to attract attendees to a special event during a "shoulder season" period. The bulk of the audience for this film festival is local, however, it is gaining popularity in the drive market, and among filmmakers in the Southern California region. Last year, the four day event had over 5,300 attendees, and attracted over 100 filmmakers from as far away as Australia. The American Documentary Film Festival and Film Fund (AmDocs)-The American Documentary Film Festival and Film Fund, which takes place the last week of March, recent- ly completed its third year. During its short tenure, AmDocs has become the largest festival of its kind on the West Coast, screening more than 120 films on six screens. It has also attracted the attention of such industry luminries as Oliver Stone, who has attended the festival two of the three past years.The objective of American Documentary Film Festival is to promote a world vision of film, as seen through the eyes of the filmmaker. Documentary films are culturally important because they document some aspect of reality, the human experience and/or historical events, for the purpose of providing instruction, illumination and/or explanation. This year, the festival attracted over 7,500 attendees from March 27, 2014 through March 31, 2014. In additions to film screenings, AmDocs hosts a number of"Expert Panels designed to help filmmakers get their films made, get them to promoted, and get the into distribution, as well as a Film Fund competition wherein film- makers compete to earn money to complete their "films in progress." The Stanley Kramer Film Festival - Launched in November of 2013 to commemorate the National Stanley Kramer Centennial Celebration, The Stanley Kramer Film Festival celebrates the work of this prolific American filmmaker, and honors the work of other filmmakers who are currently working in the industry. In 2013, Filmmakers Randal Kleisser (Grease,The Blue Lagoon, Summer Lovers, Grandview, USA, Flight of the Navigator, Honey I Blew Up the Kid, and more) and Del Shores (Sordid Lives, Blues for Willadean, Southern Baptist Sissies and more) were honored, and six of Stanley Kramer's films were screened over a three day period. Plans are already in place for the 2014 festival. pscu Ituralcenter.org #11110—*YOUR NET TO CULTURE The Palm Springs Cultuml Center is a nonprofit 501(c)(3)public benefit corporation Page Three 2100 Tahquitz Canyon Way Palm Springs,Califomia 92262 760.322.3521 Multiple Ongoing Film Series -The Palm Springs Cultural Center is pleased to present sever- al Film Series in conjunction with the Camelot Theatres. Each of our themed Film Series is designed to showcase films that focus on specific genres that are of interest to the community at large. These include: Certified Farmers' Market Film Series (Foodie Films) -The Certified Farmers' Market Film Series showcases a series of award-winning documentary films whose subject matter includes food, health, farms, farmers' markets, and food-related issues. The screenings take place on Saturday mornings at the Camelot Theatres. City of Palm Springs Sustainability Film Series - The City of Palm Springs Sustainability Film Series showcases a series of award-winning documentary films whose subject matter includes socially relevant world issues affecting every citizen around the globe. Each film is followed by either Q8&As or breakout groups for further discussion and exploration of possible local appli- cations and solutions that can bring transformation in the desert cities community.The screenings take place on Saturday mornings at the Camelot Theatres.The series is free and is sponsored by the Palm Springs Cultural Center and the City of Palm Springs Office of Sustainability, and is held in conjunction with the Palm Springs Certified Farmers' Market. American Documentary Film Festival Screening Series -The American Documentary Film Festival is a monthly film screening featuring those films voted `Best of the Fest" by audiences and our industry film review panel. psculturalcenter.org YOUR KEY TO CULTURE The Palm Springs Culturel Center is a non-profit 501(c)(3)public benefit corporation Page Four W A Palm Springs I Cultural Center 2100 Tahquitz Canyon Way Palm Spnngs,California 92262 760.322.3521 To date, all of our programs have been made possible through a combination of private and public sponsorships, as well as seed monies provided by Rozene and myself.As you can imag- ine, the costs to put together these programs is enormous, and would not have been possible without the generosity of all our sponsors, including the City of Palm Springs. This year, we are again reaching out to the City of Palm Springs, in hopes that we can count on the city's support for our 2014 programs. While some of our programs are able to sustain themselves entirely, or able to sustain themselves with a minimal amount of support from generous individuals and businesses, others are in need of additional support. To that end, we would like to request that the City of Palm Springs once again consider becoming an annual major sponsor of The Palm Springs Cultural Center and its events, by providing funding, part cash and part in-kind services, to be used for our niche Film Festival Events, and the Palm Springs location of our Certified Farmers' Market. We are requesting a cash sponsorship of$20,000.00 ($ 5,000.00 for the Arthur Lyons Film Noir Festival, $5,000.00 for Cinema Diverse, $5,000.00 for The American Documentary Film Festival, and $5,000 for The Stanley Kramer Film Festival), as well as in-kind services and/or waivers of fees in the amount of$3,500.00 (to cover the business license fees for the market. We would also request that the City continue to waive the rental fees associated with holding the Summer Certified Farmers' Market at the Pavilion (as it has done the last two years). psculturalcenter.org CDs" KEY TO CULTURE The Palm Springs Cultural Center is a nonprofit 501(c)(3)public benefit corporation Page Five Pall Springs 2100 Tahquitz Canyon Way Palm Springs.Califomia 92262 7603223521 In exchange,The Palm Springs Cultural Center will identify the City of Palm Springs as a major sponsor on all advertising, print collateral and online marketing materials for a one year period. We will also provide the City with a full page ad in all of our programs, a listing as a major sponsor on all our websites, and an official thank you at the beginning of each of our events. We will provide the city with 12 VIP passes to all our niche film festival events (screenings and galas), and an opportunity to have a presence at any of our events. If there are any additional materials and/or details required for consideration, we are more than happy to provide them. Please contact me directly if there are any questions. Sincerely, IA� S C V Ric Supple, Chairman of the Board The Palm Springs Cultural Center psculturalcenter.org YOUR Kev ro CULTURE The Palm Springs Cultural Center is a non-profit 501(c)(3)public benefit corporation Page Six FUNDING AGREEMENT Palm Springs Cultural Center THIS FUNDING AGREEMENT ("Agreement') is made and entered into this IA day of September, 2013, by and between the City of Palm Springs, a California charter city and municipal corporation, (herein "City'), and the Palm Springs Cultural Center, a California non-profit corporation, (herein 'Recipient'). RECITAL A. The City and Recipient are mutually interested in the continued funding of programs and cultural screenings to citizens in the Palm Springs community. B. The Recipient has agreed to provide such services to the Palm Springs community pursuant to the terms of this Agreement. C. Based on its experience and reputation, the Recipient is qualified to provide the services and desires to provide such services. D. City desires to support the services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to provide goods and services to citizens in the Palm Springs community ("Services"), as shown in Exhibit A. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient 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 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. 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. ,ab, iv.n•,e i 1 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount not to exceed fifteen thousand dollars ($15,000.00) to be used for providing the Services. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Channes. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than June 30, 2014. Any remaining unused funds after June 30, 2014 shall be returned to City. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2013, and ending on June 30, 2014 unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Michael C. Green, Managing Director. 4.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. "I'll"IVSIRLmJ 2 4.3 Prohibition Against Subcontracting or Assignment. Recipient shall not contract with any other individual or entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 5. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 6. INDEMNIFICATION. To the fullest extent permitted by law, Recipient shall defend (at Recipient's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified 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 injuries to or death of persons (Recipient's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Recipient's indemnification obligation or other liability hereunder. 7. RECORDS AND REPORTS 7.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 7.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, 111111 111011,1 3 including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 8. ENFORCEMENT OF AGREEMENT 8.1 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 Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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. 8.3 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies 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. 8.4 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 injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 4 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Covenant Against Discrimination. Recipient 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, national origin, or ancestry. 9.3 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. v To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Palm Springs Cultural Center Attention: Michael C. Green 2100 Tahquitz Canyon Way Palm Springs, CA 92262 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 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 valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. =11.11.19:36'y,1 5 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: By: ��' B . Clerk City Mana APPROVED FORM: AFP VEDBY CITY COUNCIL By: hA0- 1:1) f:�N) ra � City Attorne "RECIPIE ". 1 sy Michael/C. Gre Ma aging Directo Date: 0 osn„4 iva., 6 EXHIBIT A 2100 Tahqu tz Canyon Way Palm Springs California 92262 David H. Ready, Esq., Ph.D 7603223527 Date: August 26, 2013 City Manager City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs, California 92262 Dear David: The Palm Springs Cultural Center dearly appreciates the City of Palm Springs' $15,000 sponsorship of Cinema Diverse: The Gay and Lesbian Film Festival, The American Documentary Film Festival and The Arthur Lyons Film Noir Festival. As a major sponsor, you are entitled to the following for each Festival: • Name/logo on cover, and on Partner Page of commemorative souvenir program • Full Page ad in commemorative souvenir program • 6 All Access passes to the Festival (all screenings; all events) • 20 Screening Passes • Identification as Major Sponsor in theatrical pre-screening rotation • Identification as Major Sponsor on Cinema Diverse website • Identification as Major Sponsor, and banner ad in one E-newsletter • Official Thank You at Opening Night Screening from the stage Goods and services received for your donation (i.e., passes and tickets) total $ 3,708.00 leaving the balance of $11,292.00 as a fully charitable deduction to the Palm Springs Cultural Center a 501 (c) 3 public benefit corporation. (Tax identification is number 55-0914693) Again, our sincere thanks for helping the Palm Springs Cultural Center bring these film festivals to Palm Springs again this year. Best Regards, Michael C. Green, Managing Director The Palm Springs Cultural Center + Cinema Diverse: The Palm Springs Gay and Lesbian Film Festival Ric & Rozene Supple, Founders The Palm Springs Cultural Center ACO4%1RO® DATE IMM/DDNYYY) CERTIFICATE OF LIABILITY INSURANCE 02/0812 0 1 8 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 ORALTER 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. 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). PRODUCER NM NA M E Gloria Gonzales : Weingarten&Hough PRONE (760)325-2526 (760)322-5970 H Na Ext: A FAX NO CA License No.0086542 E-MAIL 9long whinsurance.CDm ADDRESS: P 0 BOX 1866 INSURERIS)AFFORDING COVERAGE NAIC# Palm Springs CA 92263 INSURER A: Nautilus Insurance Company 17370 INSURED -INSURERS: Palm Springs Cultural Center INSURERC: 2100 E.Tahquitz Canyon Way INSURER D INSURER E: Palm Springs CA 92262 INSURERF: COVERAGES CERTIFICATE NUMBER: 18/19 GL Mastercert REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MM/DD/YYVY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 _157WWa�RENTED 100,000 CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ MED EXP(Anyone person) $ 5,000 A Y NN888764 01/23/2018 01/23/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JEC LOG PRODUCTS-COMPIOPAGG $ Included OTHER: Non-owned $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANVAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTO AUTOS BODILY INJURY(Par accident) $ SONLY HIRED NON-OWNED PROPERTY DAMAGE $ AUTOSONLY AUTOS ONLY Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE El E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may Ik attached if more space Is required) The City of Palm Springs,its officials,employees&agents are named as additional insured. This insurance is primary&non-contributory over any insurance or self-insurance the City may have. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Palm Springs ACCORDANCE WITH THE POLICY PROVISIONS. 3200 E.Tahquitz Canyon Way AUTHORIZED REPRESENTATIVE Palm Springs CA 92262 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD