Item 9.13 - Attachment 1 |
DRAFT MOU between Sydney Festival and Council |
Sydney
Festival Ltd
ACN: 070
285 344
(the
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and
ABN: 49 907 174 773
(the City)
MEMORANDUM OF UNDERSTANDING
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
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
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
· 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.
5.
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
· 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.
8.
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
B.
This MoU is executed on 20
C.
D.
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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