Item 9.13 - Attachment 1

DRAFT MOU between Sydney Festival and Council









Sydney Festival Ltd

ACN: 070 285 344

(the Festival)Error! Unknown document property name.Error! Unknown document property name.Error! Unknown document property name.


Parramatta City Council

ABN: 49 907 174 773

(the City)





1.   Introduction


This Memorandum of Understanding (“MoU”) sets out the formal relationship and standard processes between Sydney Festival and Parramatta City Council (“the City”).

The parties to this MoU agree to work in a cooperative, consultative manner with regard to timeliness and transparency while respecting commerciality and the nature of each other’s organisations.


2.   Scope

The aim of the MoU is to provide a clear framework of co-operation (with the synopsis of the Festival-related roles and responsibilities) in order to produce and deliver a successful Festival in Parramatta.

The MoU sets out the mechanisms and processes required to ensure a coordinated approach between Sydney Festival and the City to maximise the success of the Festival. 

The MoU is intended to describe how the parties wish to achieve the objectives as set out in section 4 below.

The parties agree that this MoU is a firm commitment between Sydney Festival and the City to cooperate in the marketing, organisation and staging of the Festival in Parramatta.

In a strictly legal sense this MoU is not a binding contract and nothing contained within it creates any legally binding obligations.  In order to satisfy the objectives of this MoU, the parties intend to co-operate in accordance with the terms of this MoU (in their true spirit and intent), until the expiry or sooner termination of this MoU.


3.   Term


The term of this MoU is for the period of 27 September 2011 to 27 January 2012. 

The continuance of this MoU beyond the first year (2012) is subject to a review by both parties and a corresponding report to the Council of the City and Sydney Festival (Attachment A outlines the parameters of this review), detailing the findings of the review. 


4.      Objectives

The parties to this MoU, recognise and agree that collaboration and coordination between the parties will maximise the benefits of the Sydney Festival for Parramatta. Consequently, the parties commit to and support the drive of the following objectives:-

·     Create and promote a Festival feel in Parramatta;

·     Attract visitation and new audiences to Parramatta;

·     The creation of a public program and professional development opportunities;

·     Opportunities for community collaboration and engagement;

·     Attractions that underpin key identities and aspirations of Parramatta as articulated in Council’s Arts and Cultural Places Framework, Parramatta Visitor Strategy and Brand Blueprints; and

·     High profile use of Parramatta’s main venues with particular reference to Riverside Theatres, public domain and heritage and other sites taking into account the limitations of budget as well as the specific requirements of events.


5.         Background


A.   Sydney Festival is a public company limited by guarantee with the primary purpose of planning, organising and presenting in Sydney and its surrounds an annual program of celebration and entertainment drawn from Australia and internationally. The Festival encourages a high level of engagement by the population and promotes interest in Sydney, its history, development and future both to the population of Greater Sydney as well as to visitors and potential visitors.  The Festival is a not-for-profit organisation funded by the New South Wales Government, the City of Sydney, Parramatta City Council and other strategic partners.  It also raises up to two thirds of its annual revenue through corporate sponsorship and box office sales. .


B.  The City is a Local Government entity, with functions defined by the Local Government Act 1993 (NSW).  The City is elected to represent local communities; to be a responsible and accountable sphere of democratic governance; to be a focus for community identity and civic sprit; to provide appropriate services to meet community needs in an efficient and effective manner; and to facilitate and coordinate local efforts and resources in pursuit of community goals.


C.  The City has a vision to present Parramatta as a competitive, social and culturally aware city and seeks to promote the development of a vibrant, creative and diverse community.   The City is committed to playing an active role in supporting and enhancing an innovative, dynamic and prosperous economy.


D.  Sydney Festival plays a major role in the economic and cultural growth of greater Sydney by producing, presenting and promoting its cultural and artistic values, attracting tourists, branding to attract investment, and developing liveability to retain key workers and industry.


E.   The City has supported the activities of Sydney Festival in Parramatta since 2005.  This support has included direct cash sponsorship and indirect support through in-kind assistance.


F.   Sydney Festival and the City have been successful in securing an additional $500,000 funding from the NSW State Government for the 2012 Festival in Parramatta.  This funding is dependent on a continued and additional investment in the Festival in Parramatta by both Sydney Festival and the City.


G.  In addition to the Festival components delivered through the pre-existing financial commitment of all parties, the additional financial commitment proposes to expand the Parramatta Festival program to a 10-day event within the broader Festival, commencing with a large-scale free public event on the opening weekend and closing with “Festival Inside-Out” in Parramatta Park.  The week between is to be activated with a denser program of ticketed focussed on the Riverside Theatres.



Roles and Responsibilities


Sydney Festival

·     Sydney Festival grants to the City the Benefits, including the agreed acknowledgement, marketing and hospitality,

·     Provide total investment in the Festival (in addition to the cash sponsorship provided by the City and the additional $500,000 provided by the NSW State Government in the following components:

Ø AUD$ 500,000

·     The City’s Contribution is to be applied by Sydney Festival for the delivery of the 2012 Festival in Parramatta, the program for which the Contribution is provided.

·     Implement the plan and strategy for the Festival in Parramatta as agreed between Sydney Festival and the City;

·     Bear sole responsibility for all aspects of development, management and delivery of the Festival;

·     Seek sponsorship and other forms of direct and value-in-kind support for the Festival in Parramatta, in cooperation with the City;

·     Provide the City with early visibility of the content and shape of the Festival such that the City may leverage the Festival if strategically advantageous;

·     Facilitate hospitality, marketing and PR recognition for the City to a level commensurate with their investment;

·     Create the Festival’s artistic programs within the annual budget;

·     Control the advertising and marketing of the Festival with the cooperation of the City;

·     Provide opportunities for both Sydney Festival and City staff members to contribute to the delivery of the Festival;

·     Negotiate and manage contracts with event proponents;

·     Pay outgoings related to the Festivals administrative operation

·     Ensure that the City is informed with regard to the promotion, planning, programming and conduct of the Festival and that the views of the City are considered wherever possible;

·     Keep the City regularly informed regarding public relations and marketing of the Festival;

·     Ensure that no part of the Festival involves material of a defamatory nature;

·     Ensure that it does not undertake any activity or permit its employees, agents, contractors or representatives to undertake any activity which expressly or impliedly indicates the City endorses or promotes any person, company or organisation over and above any other person, company or organisation.  For the avoidance of doubt this clause is not intended to prevent or restrict the Festival promoting its association with the City or association of the City with any element of the Festival;


·     Within three months of the close of the Festival, supply the City with:

Ø a detailed report on the Festival in Parramatta;

Ø a report concerning audience demographics and such market research as Sydney Festival may undertake;

Ø financial reports including some income and expenditure for the Festival; and

Ø any other information reasonably requested by the City in relation to the Festival.

·     Sydney Festival shall comply with any laws or guidelines that may exist in relation to this Agreement.


Council of the City of Parramatta (the City)

·     Cooperate with Sydney Festival in the Festival’s planning, development and execution;

·     Provide direct cash investment in the Festival in the following components:

Ø AUD$150,000 (exclusive of GST) – core sponsorship investment

Ø AUD$100,000 (exclusive of GST) – enhances sponsorship investment

Ø AUD$250,000 (exclusive of GST) – towards the production of “first night Parramatta

·     In addition to the direct cash investment, provide the following support, that is estimated to have a value-in-kind listed as follows:

Ø Provide direct marketing and communications support within the City’s own marketing and communications campaigns, to the extent it can be provided within the City’s existing budget. This support is a recurrent activity and has insignificant costs to Council;

Ø Brief relevant community groups as to the nature and purpose of the Festival in order to seek support for the Festival from various community groups with which the City has established links. This support is a recurrent activity and has insignificant costs to Council;

Ø Facilitate short term leases enabling activation of vacant shopfronts and buildings for festival presentations within the Festival precinct. The entity will be responsible for entering into any short term leases;

Ø Advise on road closures, including Traffic Management Plans, Traffic Control Plans, planning permits, Development Approvals etc. for the successful delivery of the Festival. The entity will be responsible for seeking required permits and applications, and for any fees payable;

Ø Facilitate the development of Festival-related business and education opportunities, including introduction to the City’s business networks, to the extent that it is consistent with the City’s regular economic development functions;

Ø Provide Sydney Festival and the entity with early visibility of forthcoming Festival-related leveraging opportunities that all parties may take advantage of;

Ø Undertake joint research and evaluation of the Festival and event proposals with Sydney Festival, with scope and costs of such research to be mutually agreed from time to time;

Ø Share information on economic, strategic and community benefit results  with ;

Ø Provide access to, and negotiate the agreed use of Parramatta City Council logos and image library, free of charge, for Sydney Festival;

Ø Facilitate the use of the City’s venues and parks (other than Riverside Theatre).  No hire fees or charges will apply for the use of those venues and parks.  This support is a recurrent activity with minor value in kind in the form potential fees and charges forgone.  Sydney Festival will be responsible as the hirer and for making applications;

Ø In respect of Riverside Theatres, the City will facilitate the use of its venues subject to dates previously contracted to other parties and to be discussed and agreed with the Director.  Fees and charges for the use of Riverside Theatres must be negotiated on a case by case basis with the Director Riverside Theatres;

Ø Facilitate installation of banners promoting the Festival at locations in and around Parramatta as may be agreed between the parties and for such periods as may be agreed between the parties.  The City will not charge a banner hire fee for such banners.  This waiver of banner fees does not extend to any production costs associated with the banners or for their erection;

Ø Facilitate waste collection and management services to the extent they can be provided by the City within the City’s prevailing service capability. If services beyond this are required the cost will be the responsibility of Sydney Festival.

Ø Facilitate the waste management for all events conducted in Parramatta by the Sydney Festival using a waste management process that conforms with the PCC Sustainable Events Guidelines


6.   Media, Marketing and PR


·     The City and Sydney Festival acknowledge the importance of public recognition in relation to the other party’s ongoing contribution to the Festival; 

·     Both parties agree to work together to maximise the positive exposure of the names, brands and key messages of each organisation in all relevant media coverage and marketing materials;

·     Materials generated by Sydney Festival that comment or provide information on the Festival will acknowledge the City and Sydney Festival will seek approval from the City for accuracy of information, key messages and logo placement prior to production; 

·     Materials generated by the City that comment or provide information on the Festival will acknowledge Sydney Festival and the City will seek approval from Sydney Festival for accuracy of information, key messages and logo placement prior to production;

·     Neither party may make any public announcement or issue any media release relating to the Festival without the prior written approval of the other party as to the form, content and timing of the announcement or release, unless required to be made by law;

·     Both parties agree that there will be equal opportunity for representation at media announcements;

·     Media releases will be cleared in advance by both parties.


7.   Sustainability and Transport


Sydney Festival and the City agree to work together to develop, promote and create best practice in minimising the environmental footprint of the Festival.  This includes, but is not limited to, facilitating the use of sustainable transport (particularly through promoting and accommodating cycling and public transport), the minimising or off-setting of greenhouse gas outputs, recycling and waste minimisation.

Event Support 


Creative control, ownership and independence


The City agrees that the creative control and ownership of the Festival remains with Sydney Festival in producing the Festival.  

Intellectual Property


Sydney Festival and the City agree to work to protect each event’s individual intellectual property in the further promotion and development of all events. 

9.   Confidentiality


Where a party to this MoU elects to provide confidential information to the other party, the party receiving the information undertakes to treat all confidential information of the other party as confidential and not to disclose the confidential information to any person (except its employees, contractors, agents and professional advisers and then only to such extent as is necessary), unless required by law, without prior written consent of the relevant party and that each party will use confidential information only for the purpose for which it is provided.


10.  Mechanisms and tools


The key tools that will facilitate ongoing communication between the parties are:

·     Consultations – comprising of quarterly meetings between senior staff of Sydney Festival, the City and the corporate structure to discuss progress and status of matters covered in this MoU.


11.  Dispute Resolution


The City and Sydney Festival agree that the following procedures will be followed to resolve any disputes concerning the negotiation or subsequent implementation of this MoU:

1. In the first instance, the Chief Executive Officer of the City shall meet with the Executive Director of Sydney Festival in an attempt to resolve any disputed matter(s).

2. If either party considers any disputed matter(s) still remain unresolved, then the dispute must be referred to mediation before the commencement of any legal proceedings in relation to the dispute.


12.  Maintenance of MoU


If this MoU continues past the first year, it is to be reviewed for effectiveness on an annual basis and may be amended in writing by the mutual agreement of the parties.

This MoU is renewable in writing by mutual agreement of the parties.



13.  Variations


This MoU may only be varied by a written document signed by the parties.


14.  Attachments


A.   MoU Review Outline



This MoU is executed on                                              20






Signed for

Sydney Festival Limited

on the              day of                          20

by its duly authorised representative/s


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in the presence of


in the presence of

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Signed by

Parramatta City Council

on the                          day of                          20

by its duly authorised representative/s

sign here









print name







in the presence of


In the presence of

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print name





Attachment A

The City and Sydney Festival – MoU Review

The parties agree that at the conclusion of Year 1 (X to X), this MoU is to be reviewed by the parties to assess progress and achievements.  This review will be conducted on or before X.

If after the initial review the parties agree to continue this MoU past the first year, an annual review will be conducted on or before X each subsequent year.

The review will require the provision of any available post Festival evaluation data, along with any other supporting research and analysis.

The review will consider the following:

A.     The level of national and international promotion of the Festival

B.     The economic, strategic and community benefits of the Festival

C.    The success or otherwise, and the ongoing business case for the Festival

D.    Branding and acknowledgement for the City and the Festival