HomeMy WebLinkAbout05592 - PALM SPRINGS INT'L FILM FESTIVAL EVENT PROMOTION AGR Kathie Hart
From: BarbaraR@palmsprings-ca.gov
Sent: January 09, 2008 9:34 AM
To: Kathie Hart
Subject: Re: Agreements Due to Expire Within the Next 90 Days
Hi Kathie,
Our Outlook is down and I'm responding to this via Squirrel Mail so I hope you receive it.
The Library's agreement with the Palm Springs International Film Festival may be closed out after Monday,
January 14, 2008.
Thanks much.
Barbara
On Tue, January 8, 2008 5:28 pm, Kathie Hart wrote:
n Hello Everyone!
n Attached is a report listing all agreements/contracts due to expire in
a the next 90-day5. In reviewing the list if the project/jab has been
a completed please advise and our office and we will close the file.
a Kathie
a
a Kathie Hart, CIVIC
a
a
> Chief Deputy City Clerk
n City of Palm Springs
a
> 3200 Tahquitz Canyon Way
a
a
a Palm Springs, CA 92262
a
a
a <mailto:Kathie-Hart@palmsprings-ca.gov> Kathie.Hart@palmsprings-ca.gov
a
a
a Office (760) 323-8206
a
n
n
1
PALM
City of Palm Spry ngs
h Palm Springs Public Library
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AGREEMENT FOR EVENT PROMOTION
This Agreement governed by the laws of the State of California is made and
entered into this 28th day of August, 2007 by and between the City of Palm Springs, a
municipal corporation, hereinafter called "CITY" and the Palm Springs International Film
Societ , a California non-profit organization, hereinafter called "Promoter"-
RECITALS
WHEREAS, the CITY COUNCIL recognizes the intrinsic value of cultural and
promotional events and the role they play in enhancing and expanding the economic
vitality and image of the CITY;
WHEREAS, the City Council provides funding assistance to eligible
organizations for the purpose of providing cultural and promotional events and/or
activities that generally benefit the community;
WHEREAS, PROMOTER plans to produce up to (3) lectures, workshops or
meetings in the Library Conference Room and/or The Learning Center and up to (1)
reception using the whole Library building as part of the Palm Springs International Film
Festival schedule of events as described herein (hereinafter "EVENT"):
WHEREAS, the PROMOTER has agreed to make the CITY, through it's Public
Library, a Contributing Sponsor at this event;
WHEREAS PROMOTER is a California Nonprofit Public Benefit Corporation
authorized to engage in charitable and education activities as well as those activities
permitted to be carried out by a corporation exempt from federal income tax under
Section 501(c)(4) of the Internal Revenue Code and under Section 170(c)(2) of the
Internal Revenue Code;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
PALM SPRINGS PUBLIC LIBRARY
1
AGREEMENT FOR EVEOROMOTION •
1.0 EVENT DATE AND LOCATION
During the Palm Springs International Film Festival scheduled to occur January 3 —
14, 2008 the PROMOTER can use the Library Conference Room and/or The
Learning Center up to (3) times during the festival dates before or after regular
hours of operation to be scheduled by December 2007. The PROMOTER may
use the whole Library space, after regular hours of business, for up to (1)
reception to be scheduled by December 2007.
1.1.1 PROMOTER shall organize, manage and produce up to (3) lectures,
workshops or meetings and up to (1) reception as generally described in
Exhibit "A" and attached hereto and incorporated herein by this reference.
1.1.2 The Event shall be held on a date set by December, 2007 to occur on
dates between January 3 — 14, 2008. In the event of inclement weather,
PROMOTER may request an alternate date for the Event. In no event
shall an alternate date be set without the express written approval of
CITY.
2.0 SPONSORSHIP TERMS FOR THE CITY
2.1 To produce the EVENT, the CITY will provide PROMOTER with Four
Thousand Dollars ($4000.00) cash sponsorship. The City shall disburse funds upon
execution of said agreement unless otherwise changed by the City.
2.2 PROMOTER is responsible for raising all funds necessary to produce the
EVENT in excess to the CITY's contribution of Four Thousand Dollars ($4000.00).
3.0 PRODUCTION SERVICES TO BE PROVIDED BY PROMOTER
As the producer of the EVENT, PROMOTER will provide production services
including but not limited to the following and will accept all financial responsibility for such
services:
3.1.1 Securing the necessary Library for the EVENT and related activities
including Volunteers Pre-EVENT Orientation Meeting/Party, Participant's Pre-
EVENT Meeting, Post-EVENT Sponsor Appreciation Ceremony, and other
possible special attractions as approved by CITY.
3.1.3 Contracting and paying for all service vendors and technical support
including, but not limited to sound, including a public address system, lighting (if
applicable), tables and chairs, and security services at related activities
described in Section 3.1.1.
3.1.4 Recruitment, coordination and supervision of volunteers and all their
activities.
2
AGREEMENT FOR EVEOPROMOTION •
3.1.5 Obtain certificates of insurance and liability release forms from all entries,
volunteers and vendors participating in EVENT.
3.1.6 PROMOTER shall be responsible for all promotional activities related to
the EVENT including:
a) Arranging and buying advertising space in local newspapers and other
publications to promote the EVENT and the CITY. Minimum advertising for
the EVENT shall be provided in a geographical area which includes the
High Desert, Inland Empire (San Bernardino and Riverside counties), San
Diego County and the Coachella Valley.
b) Preparing press releases and marketing materials to promote the EVENT .
c) Coordinating local and regional public relations including the distribution of
press materials to entertainment and travel writers.
d) Coordinating with the CITY's Bureau of Tourism and LIBRARY's PR
department to promote EVENT .
e) Promoting EVENT through personal appearances and/or the distribution of
collateral materials.
3.1.8 PROMOTER will provide a post event report summarizing the specific
revenues and expenses associated with the production of the EVENT. The post
event report shall be delivered to the CITY's representative sixty (60) days
following the close of the EVENT.
3.2 DESCRIPTION OF SERVICES TO BE PROVIDED BY CITY
3.2.1 CITY agrees to provide, at no cost to PROMOTER, access to meeting
locations at the Library and associated all public services, including Public
Relations contact on site and other public services as may be deemed appropriate
by LIBRARY PR dept., to produce EVENT.
3.2.2 CITY agrees to make available, at no cost to PROMOTER, the LIBRARY'S
portable stage, podium, chairs and tables.
3.2.3 The CITY will make a concerted effort to promote the EVENT on the
CITY's government access channel, the LIBRARY's web site and other advertising
and marketing vehicles as deemed appropriate.
4.0 TERM OF AGREEMENT
4.1 AGREEMENT PERIOD, The effective date of this Agreement shall
be September, 2007 through January 15, 2008. Any covenant, term or provision of
this Agreement which in order to be effective must survive the termination of this
Agreement shall survive any such termination.
3
AGREEMENT FOR EVAPROMOTION •
4.2 BREACH OF AGREEMENT. Any material deviation by
PROMOTER for any reason from the requirements hereof, or from any other
provision of this Agreement, shall constitute a breach of this agreement and may
be cause for termination at the election of CITY. CITY may terminate this
Agreement, for cause, by giving ten (10) days' notice to PROMOTER. In the event
of termination by whatever means, CITY shall have the option to direct
PROMOTER's actions with respect to access to materials or assigning any rights,
such as name, lists, speaker contracts to CITY or its designee. CITY reserves the
right to waive any and all breaches of this Agreement, and any such waiver shall
not be deemed a waiver of all previous or subsequent breaches. In the event
CITY chooses to waive a particular breach of this Agreement, it may condition
same on payment by PROMOTER of actual damages occasioned by such breach
of Agreement and shall make every effort to resolve the same quickly and
amicably.
4.3 AGREEMENT TERMINATION. In the event PROMOTER is unable
to fulfill its responsibilities under this Agreement for any reason whatsoever,
Including circumstances beyond its control, CITY may terminate this Agreement in
whole or in part in the same manner as for breach hereof and be entitled to the
same rights on termination.
4.4 REIMBURSEMENT. All amounts paid to PROMOTER pursuant to this
Agreement shall be subject to reimbursement upon the occurrence of any of the
following events:
(a) PROMOTER loses its tax-exempt status under Section 501 (c) (4) and
170 (c) (2) of the Internal Revenue Code; or
(b) The dissolution of PROMOTER; or
(c) PROMOTER terminates or attempts to terminate this Agreement for any
reason other than City's failure to make payments as provided hereunder:
or
(d) PROMOTER fails to fulfill the responsibilities, duties, and obligations set
forth herein.
5.0 GENERAL
5.1 INDEMNITY. PROMOTER will indemnify, defend and hold harmless the
CITY and its officers, employees and agents, of and from any and all claims arising out of
or related to the PROMOTER which is the subject of this Agreement, including without
limitation, claims of the follow nature:
5.1.1 Breach of Contract.
5.1.2 Tortious interference with contractual obligation.
5.1.3 Tortious interference with prospective economic advantage.
5.1.4 Service Mark or Copyright infringement and/or dilution.
4
AGREEMENT FOR EVLSPROMOTION •
5.1.5 Property damage and/or loss.
5.1.6 Negligence,
5.1.7 Bodily injury.
5.1.8 Personal damage/injury (libel and slander).
The parties hereto acknowledge with respect to the warranties and representations of
the indemnity section of the AGREEMENT that there shall be no personal liability
attached to or directed towards the officers, directors, employees or independent
contractor of the corporation. Accordingly, the parties hereto agree and acknowledge
that the covenants of the indemnification section of the AGREEMENT only apply to the
PROMOTER.
5.2 INSURANCE. PROMOTER will deliver to the CITY not less than thirty (30)
days prior to the first scheduled date of the EVENT, a certificate of insurance showing the
CITY as an additional insured in a policy or policies issued by a company approved by the
Risk Manager for the CITY, with coverages and limits of insurance acceptable to the Risk
Manager, not subject to cancellation except upon thirty (30) day written notice to the
CITY.
5.3 INSPECTION OF RECORDS. CITY shall have the right to monitor and
inspect all work or records under this Agreement.
5.4 COMPLETE AGREEMENT. This Agreement contains all the terms and
conditions agreed upon by the parties. No other understandings, oral or otherwise,
regarding the subject matter of this Agreement shall be deemed to exist or to bind any of
the parties hereto. This Agreement supersedes all previous agreements, if any, between
the parties.
5.5 AMENDMENTS. Any alterations, variations, modifications or waivers of
provisions to this Agreement shall be valid only when reduced to writing duly signed and
attached to the original of this Agreement.
5.6 NOTICES. Communications among the parties hereto shall be addressed
as follows:
PROMOTER: PALM SPRINGS INTERNATIONAL FILM SOCIETY
Harriet Baron, Director of Development
1700 E. Tahquitz Canyon Way# 3
Palm Springs, CA 92262
760-322-2930 FAX 760-322-4087
CITY: CITY OF PALM SPRINGS
Barbara Roberts, Director of Library Services
Palm Springs Public Library
5
AGREEMENT FOR EVAPROMOTION •
300 S. Sunrise Way
Palm Springs, CA 92262
(760) 322-8375 FAX (760)416.5680
5.7 CITY REPRESENTATION. PROMOTER shall work closely with the CITY's
Public Library's Public Relations Manager, Julie Warren, who shall be designated the
"Liaison Representative of City." PROMOTER principals shall provide regular updates
to the Liaison Representative of City to keep the CITY currently advised on the status of
the EVENT.
5.8 COMPLIANCE WITH LAWS. PROMOTER shall comply with all applicable
federal, state, and local laws, ordinances and regulations.
5.9 STANDARD OF CARE. CITY relies upon the professional ability of
PROMOTER as a material inducement to entering into this Agreement. PROMOTER
agrees to use reasonable care and diligence in rendering services under this
Agreement. PROMOTER agrees that the acceptance of its work by CITY shall not
operate as a waiver or release of said obligation of PROMOTER. The absence,
omission, or failure to include in this Agreement, items which are normally considered to
be a part of generally accepted professional procedure or which involve professional
judgment shall not be used as a basis for submission of inadequate work or incomplete
performance.
5.10 DEMAND FOR ASSURANCE. Each party to this Agreement undertakes
the obligation that the other's expectation of receiving due performance will not be
impaired. When reasonable grounds for insecurity arise with respect to the
performance of either party, the other may in writing demand adequate assurance of
due performance and until he/she receives such assurance may, if commercially
reasonable, suspend any performance for which the agreed return has not been
received. "Commercially reasonable" includes not only the conduct of a party with
respect to performance under this Agreement but also conduct with respect to other
agreements with parties to this Agreement or others. After receipt of a justified
demand, failure to provide within a reasonable time, but not exceeding ten (10) days,
such assurance of due performance as is adequate under the circumstances of the
particular case is a repudiation of this Agreement. Acceptance of any improper
delivery, service, or payment does not prejudice the aggrieved party's right to demand
adequate assurance of future performance.
5.11 THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement
shall be construed to create and the parties do not intend to create any rights in third
parties.
[SIGNATURE BLOCK NEXT PAGE]
6
AGREEMENT FOR EVOPROMOTION •
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above
CITY OF PALM SPRINGS
ATTEST: a mu.nici orporation
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City Clerk Director of LibrarYllervices
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or any Vice President) any Assistant Treasurer)
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to the within instrument and aclmowledgcd to me that to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized he/she/they executed the same in his/her/their authorized
capaeity(ies), and that by his/her/their signature(s) on the capaeity(ies), and that by his/her/their signature(s) on the
instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the
person(s)acted,executed the instrument. person(s)acted,executed the instrument.
WITNESS my hand and official seal. WITNESS my hand and official seal.
Notary _ Notary
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7
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NA
PALM SPRINGS
INTERNATIONAL
F1L641FCSTIVAI-
I am pleased to confirm the Palm Springs Public Library's participation as a$10,000
Contributing Sponsor and its entitlement to the following benefits:
Pre-Screening Digital Slide—The image of your choosing or your logo will be included
in this digital presentation. It runs during theatre seating prior to every screening,
providing sponsors the opportunity to reach every audience members
o Program Book Sponsor Listing—Grouped placement in our fill-color,perfect bound
souvenir catalog distributed during and after the Festival
o Festival Signage- Sponsor signage is prominently placed at all Festival venues and
events; grouped placement
o Festival Guide Sponsor Listing— Grouped placement in this portable newsprint guide
(100,000 copies)which is distributed prior to and during the Festival in the Desert Sun,
the Desert Post Weekly and in key locations throughout Southern California
o Website—Logo placement and link from www.psfilmfest_org
As a Contributing Sponsor,you will receive invitations or passes to the following Festival
events and venues:
o Opening Night Screening and Gala Reception—2 invitations
o Closing Night Screening and Gala Reception—2 invitations
v Sponsor Screening Passes—2 fully transferrable passes, good for entry into all regular
screenings
o Vouchers—The Library will receive 40 screening vouchers, exchangeable on a 1-to-1
basis for tickets to any regular screening
in Festival Receptions and Post-Screening Events—2 invitations to 2 events
The Library will receive the following additional benefits as the Contributing Sponsor
• Souvenir Program Book Advertising—One half-page B&W advertisement will be
yours to customize
o Product Placementfinformation Distribution Opportunities—A number of
opportunities are available to distribution promotional items and/or materials in displays
at select Festival venues, including our Guest& Industry Suite and public Ticket&
Information Center.
• •
And, as agreed the Palau Springs International Film Festival will receive the following from
the Pslm Springs Public Library:
o Use of Learning Center and/or Conference Rooms—The Festival will be granted the
use of these facilities up to three (3)times
• Use of the Library in its entirety - The Festival will be granted the use of the Library in
its entirety, including all public areas and the kitchen facilities, for one (1) event or
reception either after hours or when the Library is closed. '
• Sponsorship Fee—The Library will remit a sponsorship fee in the amount of$4,000
Agreed upon this day of 2007
On behalf—of-the Palm Springs Kbfic Library