HomeMy WebLinkAbout9/17/2003 - STAFF REPORTS (22) THIRD AMENDMENT TO AGREEMENT
FOR OPERATION OF PALM SPRINGS
INTERNATIONAL FILM FESTIVAL
This Third Amendment to Agreement for Operation of Palm Springs International Film
Festival ("Third Amendment") is made and entered into on 2003, but effective as
of July 1, 2003, by and between the City of Palm Springs, a California municipal corporation
("City") and the Palm Springs International Film Festival ("Festival"), amending that certain
Agreement for the Operation of the Palm Springs International Film Festival ("Original
Agreement") dated April 1, 1992 between the City and Festival, as amended on February 19,
1997 ("First Amendment") and as amended on September 18, 2002 ("Second Amendment").
The Original Agreement, the First Amendment and the Second Amendment are collectively
referred to in this Third Amendment as the "Agreement".
RECITALS
A. On or about April 1, 1992, City and Festival entered into the Original Agreement
for the Operation of the Palm Springs Film Festival pursuant to which Original
Agreement Festival agreed to organize, manage and produce an annual Palm
Springs International Film Festival in January of each year during the term of the
Agreement and the City agreed to compensate Festival for such services.
B. The term of the Original Agreement was five (5) years, expiring on Jane 30,
1997.
C. The Original Agreement was amended on February 19, 1997, by the First
Amendment which, among other things, extended the tern for an additional five
(5) years, to June 30, 2002.
D. The Original Agreement was further amended on September 18, 2002, by the
Second Amendment which, among other things, extended the term of the
Agreement to June 30, 2003.
E. City and Festival now desire to armend the Agreement to extend the term of the
Agreement and to provide for additional funding by the City to Festival.
1003/002126303 01 7
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and intended to be bound, the parties agree as follows:
1. Sections 2.1 and 2.2 of the Agreement are amended to read, in their entirety, as
follows:
"2.1 Contract Sum. For the services rendered pursuant to this
Agreement, the Festival shall be paid $350,000 per year (the "Contract
Sum"). The Contract Sum shall include compensation for all services
required under this Agreement and there shall be no incidental or extra
expenses of any kind for which City shall be required to pay to or
reimburse Festival."
"2.2 Method of Payment. Provided Festival is not in default
under this Agreement, the Contract Sum shall be paid as follows: (i)
$50,000 at such time as this Third Amendment has been fully executed
by both parties; (ii) the sum of$50,000 on or before November 1, 2003;
(iii) the sum of$200,000 on or before December 1, 2003; and (iii) the
sum of $50,000 on or before April 1, 2004. City shall have no
obligation to make the payment to Festival due April 1, 2004 unless
Festival has provided to City an audit of the previous year's Film
Festival, which audit shall be performed by a certified public
accountant and shall be in a form approved by the Contract Officer,
which approval shall not be unreasonably withheld."
2. Section 3.2 of the Agreement is amended to read as follows:
"3.2 Term. The term of this Agreement is extended to June 30,
2004."
3. The Second Amendment deleted the then existing Section 3.3 and provided a new
Section 3.3 authorizing the City to terminate the Agreement if the City's Utility User Tax was
repealed by virtue of a proposition appearing on the November, 2002 ballot. Since this tax was
not repealed, the parties agree that Section 3.3 is deleted in its entirety.
1003/002/26303.01 A-2 7ho
4. Exhibit "A," the Scope of Services, shall be amended and replaced with the new
Exhibit "A," attached hereto and incorporated herein.
5. Except as modified by this Third Amendment, all other terms and conditions of
the Agreement are hereby ratified and confirmed by the parties.
IN WITNESS WHEREOF, the parties hereto executed this Third Amendment to be
effective as of the date first written above.
CITY OF PALM SPRINGS,
a municipal corporation
By:
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
PALM SPRINGS INTERNATIONAL
FILM FESTIVAL
By:
Name:
Title:
3
1003/002/26303.01 A'3 7A
EXHIBIT "A"
SCOPE OF SERVICES
Festival shall organize, manage and produce an annual Palm Springs International Film
Festival ("Film Festival") in January of each year during the term of this Agreement. The Film
Festival shall include the screening of motion pictures and holding related events, such as
opening ceremonies, closing ceremonies, and awards banquets. Festival's responsibilities shall
include, but not be limited to, the following:
1. Plaiming the Film Festival and developing the amoral schedule, budget and theme
in consultation with the City. The proposed schedule, budget and theme shall be submitted to the
City on or before October 15 of each year.
2. Soliciting sponsorships in an effort to defray the cost of the Film Festival.
3. Securing the necessary facilities for the Film Festival, including theaters, in
consultation with the City.
4. Promoting the Film Festival in consultation with the City's Department of
Tourism.
5. Coordinating security for the Film Festival in consultation with the City.
6. Providing financial and progress reports on the status of the Film Festival to the
City on a quarterly basis.
7. Distributing at least 300 free weekday passes to local clubs and organizations to
view films being screened at the Film Festival.
The Film Festival shall, at a minimum, meet the following criteria:
1. Sell a minimum of 20,000 tickets.
2. Have annual revenues of at least $100,000.00, excluding revenues from
sponsorships.
3. Screen a minimum of 80 films. At least fifteen (15) of such films shall be
national premieres and five (5) shall be world premieres.
4. Be financially viable with the $350,000 contribution by the City.
5. Have at least one free public screening.
1003/002/26303.01 A-1 7Aq
6. The City shall be recognized as the "Presenting Sponsor" in all advertising. For
promotional purposes the Film Festival shall include the following credit line in all paid media
(advertising), publications, and signage: "Presented by the City of Palm Springs."
7. The City shall be recognized as the Presenting Sponsor at or near the entrance(s)
of the primary venue site.
8. The City shall receive name recognition on the media interview backdrop placed
in the media room for the Film Festival.
9. The City shall be identified on a credit line prominently presented on the Film
Festival's website page which features exhibit information. There shall be a hyperlink from the
Film Festival's web site to the City's web site at www.ci.pahm-sin sg ca.us. The parties agree
that said link may be "Framed" whereby material or pages from the linked web site appear in a
frame on the site which creates the link. The parties expressly recognize their individual
obligations and responsibilities for the content, quality, accuracy or completeness of materials
contained on their respective web sites and agree to hold each other harmless from any special,
indirect, incidental or consequential damages that may arise from the use of, or the inability to
use, the respective sites and/or the materials contained on either site whether the materials
contained on the site are provided by the City or the Film Festival.
10. The City shall receive twenty-four (24) sponsor credentials allowing access to the
Film Festival as the parties agree is necessary in order for City to fully enjoy its benefits.
11. The Film Festival shall provide twelve (12) VIP parking passes and twenty (20)
general parking passes to the City.
12. The City shall be positioned as Presenting Sponsor in all advertising. Examples
of advertising include, but are not limited to:
a. Program — City shall receive space to place one (1) full-page four-color
advertisement on the inside front and back cover of the Film Festival's
official program for marketing and promotion purposes. In addition, City
shall receive space to place one (1) "Welcome Letter" within the Official
Program.
b. Daily Film Lineup (Desert Sun) — City shall receive one one-quarter (1/4)
page black and white advertisement in the daily film lineup for the Film
Festival's image advertising and to promote the destination.
C. Radio and Television advertising — City shall be mentioned as Presenting
Sponsor in all radio spots and television ads relating to the Film Festival.
1003/002/2.6303.01 A-2 74�->
MINUTE ORDER NO.
APPROVING AMENDMENT 3 TO
AGREEMENT 3090 WITH THE PALM
SPRINGS INTERNATIONAL FILM
FESTIVAL, IN THE AMOUNT OF
$350,000, FOR A TERM OF ONE YEAR.
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I HEREBY CERTIFY that this Minute Order, approving Amendment 3 to
Agreement 3090 with the Palm Springs International Film Festival, in the amount
of $350,000, for a term of one year, was adopted by the City Council of the City
of Palm Springs, California, in a meeting thereof held on the 171h day of
September, 2003.
PATRICIA A. SANDERS
City Clerk