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HomeMy WebLinkAboutA5498 - PALM SPRINGS INTERNATIONAL FILM SOCIETY PALM CANYON THEATRE USE AGRCERTHOLDER COPY SP P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 12-19-2024 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS CA 92262-6959 GROUP: POLICY NUMBER: 1744182-2024 CERTIFICATE ID: 16 CERTIFICATE EXPIRES: 06-01-2025 06-01-2024/06-01-2025 SP RECEIVED DEC 31 2024 OFFICE OF THE CITY CLERK This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. Authorized Representative President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #0015 ENTITLED ADDITIONAL INSURED EMPLOYER EFFECTIVE 2024-06-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. NAME OF ADDITIONAL INSURED: CITY OF PALM SPRINGS ENDORSEMENT #2085 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 06-01-2024 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. ENDORSEMENT #2572 ENTITLED BLANKET WAIVER OF SUBROGATION EFFECTIVE 2024-06-01 IS ATTACHED TO AND FORMS A PART OF THIS POLICY EMPLOYER PALM SPRINGS INTERNATIONAL FILM SOCIETY (A NONPROFIT MUTUAL BENEFIT CORP.) 1700 E TAHQUITZ CANYON WAY STE 3 PALM SPRINGS CA 92262 M0409 PRINTED : 12-19-2024 IRE V.7.2014) PALM SPRINGS INTERNATIONAL FILM FESTIVAL PALM CANYON THEATRE USE AGREEMENT THIS AGREEMENT ("Agreement") is entered into, effective as of C7GTb82- 15 , 2007 ("Effective Date"), by and among THE CITY OF PALM SPRINGS, a charter city ("City"), PALM SPRINGS INTERNATIONAL FILM FESTIVAL, a California nonprofit corporation ("PSIFF"), PALM SPRINGS INTERNATIONAL FILM SOCIETY, a California nonprofit corporation ("PSIFS"). RECITALS A. PSIFF conducts, promotes and markets the Palm Springs International Film Festival, an annual event held for approximately fifteen days in early January of each year ("Film Festival"), and the Palm Springs International Short Film Festival, an annual event held for approximately seven days in the late summerlearly fall of each year ("Short Film Festival"). PSIFS presents film screenings at various venues for its members and guests ("Screenings"). 13. The City owns the Palm Canyon Theatre located at 538 North Palm Canyon Drive in Palm Springs, California ("Theatre"). The Theatre is leased to a live theater group, Palm Canyon Theatre, a California nonprofit corporation ("Tenant") under that Lease dated the 91h day of July 1997, and amendments thereto ("Lease"). C. The Tenant does not use the Theatre full time. PSIFF desires to use the Theatre during the Film Festival and the Short Film Festival, which is approximately 15 days in January and up to 10 days in late August and early September. PSIFS desires to use the Theater for evening Screenings The parties wish to memorialize their agreements concerning PSIFF's and PSIFS's use of the Theatre for the Film Festival, the Short Film Festival and Screenings. D. The proposed use of the Theatre by PSIFF and PSIFS will benefit the City by, among other things, promoting tourism to the City of Palm Springs. NOW, THEREFORE, in consideration of the mutual covenants and obligations in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. PSIFF's Use of Theatre for the Film Festival and the Short Film Festival. Subject to the terms and conditions of this Agreement, PSIFF shall have the exclusive right to use the Theatre and other facilities, with the exception of the classrooms on the east end of the Premises used as tenant's rehearsal area, for the Short Film Festival, beginning with its 2007 program, and the Film Festival beginning with its 2008 program, for the purpose of showing films included in such programs and for PSIFF promotional events held during the Event Period. For purposes of this Agreement, the term "Event Period" shall mean the time period during which that particular event is held. 1 1 For purposes of this Agreement, "exclusive" use means that no films, live productions, educational, social or promotional events other than those sponsored by PSIFF will be shown or held at the Theatre for the duration of the Event Period in question- PSI FF will notify the City and Tenant of the Event Period not less than 60 days in advance of the opening of each Event Period. 12 PSIFF may screen films between 9:00 a.m. and 11:00 p.m. during each day of an Event Period, 1.3 PSIFF may use all areas of the Premises except those designated on the drawing attached hereto as Exhibit A. 1.4 Upon completion of the use of the Premises by PSIFF, Premises shall be restored for use by Tenant, including (a) all screens being retracted, and (b) all sound and light system settings being returned to theatre settings. 2. PSIFS's Use of the Theatre for Screenings. Subject to the terms and conditions of this Agreement, PSIFS shall have the exclusive right to use the auditorium and stage, as well as parking, restrooms and other common areas, for Screenings not less than three (3) evenings per month on any Monday, Tuesday or Wednesday, or such other time as the Tenant is not using the Theatre for live performances and/or rehearsal. PSIFS shall coordinate with Tenant in advance regarding scheduling of Screenings. Upon completion of the use of the Premises by PSIFS, Premises shall be restored for use by Tenant, including (a) all screens being retracted, and (b) all sound and light system settings being returned to theatre settings 3. Theatre Staffing. PSIFF will provide its own projection and sound equipment, equipment operators including projectionist, maintenance/cleaning staff, concessions and concession staff for use during the respective festival Event Periods. PSIFF will provide ticket sales staffing in connection with Film Festivals during the Event Period. PSIFF shall provide volunteer and paid event staffing positions for all of the Events and Screenings, in number and function as provided for PSIFF events held at the Theatre. Scheduling and functions of the PSIFF personnel shall be coordinated with Tenant. 4. Revenues. During the Event Period in question, PSIFF shall be entitled to all box office revenues for its films. 5. Facility Fees. In consideration of the substantial contributions and improvements to the Theatre previously made by PSIFF and hereby acknowledged by the City, no fee or other cost shall be charged or paid by PSIFF or PSIFS for the use of 2 G\6usDepiTS Film FesuvaITS117-11alm Canyon Themre Use Agreemonl 7-6-07 doc the Theatre, except for the use of electricity during the August billing period when Tenant is not operating. 6. Pre-Event Coordination. Prior to thirty (30) days before an Event Period, the Tenant's representative and an authorized and qualified representative of PSIFF and the City's representative shall meet to coordinate plans and logistics for the upcoming Event. They shall then subsequently meet no later than fourteen (14) days prior to the beginning of the Event Period to finalize organizational, technical and event planning coordination for the upcoming Event. 7. Rules and Regulations. During all events, PSIFF shall comply with all policies, rules and regulations of the City then in effect for theater users, including insurance requirements, indemnification of the Theatre and its owners and employees for damage or injuries incurred (other than from the negligence of the Theatre or its employees), signage use, installation, placement and/or use of promotional items and kiosks, health and safety restrictions, use of the Theatre lobby, parking requirements, hours of operation and licensing/permitting requirements. The City shall provide these requirements to PSIFF no later than thirty (30) days prior to the event in question. In no event, however, shall (i) signage use, installation and placement, (ii) use of promotional items and kiosks, (iii) use of the theater lobby, (iv) parking requirements (iv) hours of operation and (v) licensing/permitting requirements be less than or more restrictive than the policies, rules and regulations relating to these matters in effect and actually applied to Tenant under the Lease. During each of the Events contemplated by this Agreement, PSIFF may sell film festival related merchandise, with sales conducted by personnel provided by PSIFF and all proceeds from such sales of merchandise shall be retained by PSIFF. 8. Term of Agreement. The term of this Agreement shall commence on MA-( 1 a 2aa-7 ("Commencement Date") and shall be for a term of five (5) years which term shall renew automatically unless terminated by either party as provided herein. Either party may terminate this Agreement effective on any anniversary of the Commencement Date by providing written notice not less than thirty (30) days in advance of such anniversary. 9. Expansion. In further consideration of the substantial contributions to and improvement of the Theatre by PSIFF, PSIFF shall have the option to request an expansion of its use of the Theatre: (i) following written notice to the City not less than ninety (90) days in advance of any anniversary date of the Lease, at which point the City may negotiate an expansion of use by PSIFF with Tenant; or (ii) immediately upon termination of the Lease as to all or part of the Theatre property. In the event PSIFF elects to expand its use under this provision, PSIFF and the City shall enter into a written lease agreement upon terms and conditions to be negotiated at such time. 3 G\BusUcpol'S Film Festival\PSIFF-Pplm C,11yon Tli ntle Use Agreemem 7-6-07 doc % General. 10.1. Notices. Any notice to any party provided for or pursuant to this Agreement shall be given by: personal delivery, certified or registered mail (return receipt requested and postage prepaid); nationally recognized overnight courier service such as Federal Express, UPS or United States Postal Service (freight or postage prepaid); or transmission via facsimile, with confirmation copy of the notice sent by certified or registered mail (return receipt requested and postage prepaid), and transmission confirmation retained by the sender, and shall be delivered to the receiving party at the address stated below, or at such other address as such party may designate by written notice to the other parry from time to time in accordance with the provisions of this Section. Any notice that is personally delivered shall be deemed delivered upon receipt. Any notice that is delivered by certified or registered mail shall be deemed delivered four (4) business days after the postmark. Any notice that is delivered by overnight delivery shall be deemed delivered upon receipt as confirmed by the overnight courier service. Any notice that is transmitted via facsimile prior to 4:00 pm PST shall be deemed delivered on that business day, and if transmitted after 4:00 pm PST or on a federal or state holiday or weekend shall be deemed delivered as of the next business day. To City: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Springs CA 92262 Attn: City Manager To PSIFF and/or PSIFS' Palm Springs International Film Festival ATTN: Earl Greenburg, Chairman 1700 Tahquitz Canyon Way, #3 Palm Springs CA 92262 With Copy to: David L. Baron, Esq, Slovak, Baron & Empey LLP 1800 Tahquitz Canyon Way Palm Springs CA 92262 10.2. Time of Essence. Time is expressly deemed to be of the essence of this Agreement and each and every provision hereof. 10.3. Integration. All Recital paragraphs and all Exhibits to this Agreement shall be and are hereby made a part of this Agreement This Agreement (including all Recitals herein, Exhibits hereto, and documents incorporated herein by reference) contains the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written agreements. Any oral representations or modifications concerning this Agreement shall be of no force and effect excepting a subsequent modification in writing signed by each party. 4 G\BusDcpt\PS Film Festival\PSII'P-Palm Canvnn Thcarre Use Agreement 7-6-07 dnc 10.4. Amendment. This Agreement may not be amended or modified in any manner without the express written agreement of both parties. 10.5. Governing Law. This Agreement, and the rights and obligations of the parties under this Agreement, shall be interpreted and enforced in accordance with the laws of the State of California. 10.6. Further Assurances. Each party agrees to timely execute and deliver such other documents and perform such other acts as may be necessary to effectuate the purposes of this Agreement. 10.7. Waiver. Any waiver of the breach of any covenant, condition or promise of this Agreement shall not be deemed a waiver of any succeeding breach of the same or of any other covenant, condition or promise of this Agreement. No waiver shall be deemed to have been given unless given in writing and in compliance with the "Notices" section set forth above 10.8. Headings. The section headings herein are for convenience of reference only and shall in no way define, increase, limit or describe the scope or intent of any provision of this Agreement. 10.9. Attorneys' Fees. In the event of any litigation or any legal proceedings (including, without limitation, appeals, arbitrations or other alternative dispute mechanisms, and bankruptcy proceedings) between any of the parties arising out of or relating to this Agreement or the alleged breach thereof, or arising out of the relationship between the parties or the transactions(s) underlying this Agreement, or to interpret or enforce this Agreement, or should this Agreement be the basis for any defense in any action brought by any party to this Agreement, then the prevailing party shall be entitled to its reasonable costs and attorneys' fees. 10.10. Assignment. PSIFF and PSIFS shall not have the right to assign all or any portion of its rights and obligations under this Agreement to any other person or entity without the prior written consent of the City, which may not be unreasonably withheld, except to an entity that is controlled by PSIFF and/or PSIFS, as applicable, in which case the assignor shall be released from its obligations hereunder. 10.11. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the heirs, legal representatives, trustees, successors and permitted assigns of the parties. 10.12. Severability. In the event that any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. 10.13. No Partners. Nothing contained in this Agreement shall be deemed to constitute the parties as partners or joint venturers. 5 G V3usDq t\PS rain Festiva ITSIFF•PaI n,Cmiyon Theatre use Agieeniem 7•b�07 due 10.14. Representation of Parties by Independent Legal Counsel. In the drafting of this Agreement, each party has been represented by its own counsel. 10.15 Authorized Signatory. Each person signing this Agreement on behalf of an entity warrants that he or she has the authority to sign on behalf of said entity and, if requested, shall deliver a resolution or other written authorization evidencing such authority and consent by the partnership, corporation or limited liability company to be bound by this Agreement. 10.16 Counterparts/Facsimiles. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement will be considered executed and legally binding when the signature of a party is delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature. 10.17 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement. [Signature page follows] 6 G\6us0ep[\PS Fdal reAlval\I'SIf P-Palm Canyon I'houtre Ilse Agi cement 7•bd17 dog EXECUTED as of the Effective Date. ATTEST: CITY OF PALM SPRINGS a municipal corporation B James Thompson David H. Ready, J.D., P City Clerk City Manager APPROVED S TO FORM: APPROVED BYCRCOU,N0 . By: Dou la�JC. Holland City Attorney PALM SPRINGS INTERNATIONAL FILM FESTIVAL, a California Nonprofit corporation By: Earl Gre nburg, Chairman PALM SPRINGS INTERNATIONAL FILM SOCIETY, a California Nonprofit corporation 9l By: '� Earl Gr enburg, Ch r"r n 7 0\BusDepl\PS Film Fmtival\PSIFF-Palm Canyon-1 hcatrc Use Agreement 7-6-07 doc EXHIBIT A-- PALM CANYON THEATRE AREAS EXCLUDED FROM THEATRE USE AGREEMENT WITH PALM SPRINGS INTERNATIONAL FILM FESTIVAL C µ33-ROVM 1 A4wlL Xt7�V K U f K t S 1 '1 11 ClalJ•Ro4M Tn[A`es',pw NiiAll Craawrt 1.1 A .n-bw .__ .... ... l Rc wls xGLu DED ExcwoED BXGLu�ED