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HomeMy WebLinkAbout2015-10-27 - AGENDA REPORTS - PERFORMING ARTS CENTER COC (3)0 Agenda Item• 9 CITY OF SANTA CLARITA r.° AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: ll A�`✓t� DATE: October 27, 2015 SUBJECT: SANTA CLARITA PERFORMING ARTS CENTER AT COLLEGE OF THE CANYONS AGREEMENT DEPARTMENT: Parks Recreation and Community Services PRESENTER: Richard E. Gould RECOMMENDED ACTION City Council approve and authorize the City Manager or designee to execute an agreement with Santa Clarita Community College District for the Santa Clarita Performing Arts Center at College of the Canyons, subject to City Attorney approval. BACKGROUND In 1999, the City of Santa Clarita (City) and the Santa Clarita Community College District (District) sued a Memorandum of Understanding (MOU) for what became the Santa Clarita Performing Arts Center at College of the Canyons (PAC). The MOU was sued prior to the opening of the PAC and it recognized the City's contribution of S2.4 million toward the construction of the PAC. Among other items, the MOU outlined availability of the PAC for the community's use. The most recent MOU was set to expire on June 30, 2015, but was extended for six months to allow the City and the District to finalize negotiations on a new agreement. The new contract period will terminate on June 30, 2018. The following are highlights of the new agreement: • The City and the District will enter into a three-year agreement. • The City will receive four dates at the PAC per year, at no additional cost, for civic functions such as public forums, debates, etc. • The District is responsible for coordinating and scheduling the use of the PAC by Community Organizations (formerly referred to as Community Users). • The City's contribution to the District is 575,000 annually for each year of the agreement. • Community Organizations will be entitled to 21 % of the days College of the Canyons and the PAC are open, which is consistent with historical usage patterns by Community Users. • Community Organizations are not required to use the District Box Office Services. Page 1 Packet Pg. 1Atl However, Community Organizations must indemnify the District and provide insurance specifying that Community Organization will be legally responsible for any liability arising from their use of the PAC. The language, while new, does not change the insurance practices from previous years and Community Organizations have always indemnified the District. The language has been strengthened, whereby the District will be able to require the Community Organizations to take the first chair in defending the District. The City and the District will work together to coordinate cross marketing efforts such as coverage of the PAC in the City's Seasons brochure, street pale banners, and various publications and brochures. Essentially, the new agreement is very similar to prior agreements. The most noteworthy change is the requirement of the Community Organizations to provide unilateral indemnification to protect the District against legal action. The agreement was shared at a meeting with representatives from four of the five Community Organizations that are hosting performances at the PAC for the 2015-16 season. The meeting also included City and District staff and was held on Wednesday, September 23, 2015. There were no concerns expressed by the Community Organizations at this meeting. The Arts Commission recommended approval of the new agreement at their October 8, 2015, Commission meeting on a vote of 5-0. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Adequate funds in the amount of $75,000 are available in expenditure account 15400-5161.002. ATTACHMENTS PAC Agreement 2015-2018 (available in the City Clerk's Reading File) 0 Page 2 Packet Pg. 141 AGREEMENT BETWEEN SANTA CLARITA COMMUNITY COLLEGE DISTRICT AND THE CITY OF SANTA CLARITA for the SANTA CLARITA PERFORMING ARTS CENTER AT COLLEGE OF THE CANYONS This Agreement is made and entered into on this 1" day of July, 2015, by and between the City of Santa Clarita (hereinafter referred to as "City") and the Santa Clarita Community College District (hereinafter referred to as "District"). City and District may hereinafter be referred to individually as "Party" and collectively as "Parties." WITNESSETH: WHEREAS, the District has operated its Performing Arts Center at College of the Canyons for instructional and civic purposes since 2006; and WHEREAS, the City is desirous of continuing its use of the Performing Arts Center at College of the Canyons to provide a performance venue for the community and to continue to meet its Cultural Arts Master Plan objectives; NOW, THEREFORE, in recognition and appreciation of the mutual promises and conditions of the parties herein, as hereinafter set forth, the parties agree as follows: 1. Naming the Facilitv The facility is named the "Santa Clarita Performing Arts Center at College of the Canyons" (hereinafter referred to as "PAC"). The facility consists of the Main Stage, the Lobby (upstairs and downstairs), the Green Room, the Black Box, and the restrooms/dressing rooms. Pursuant to the District's policy on naming facilities, the District's Board of Trustees reserves the right to name the facility or portion thereof, if a donor provides a "substantial gift" to the District. Furthermore, the District's Board of Trustees reserves the right to name areas (rooms, spaces) of the PAC after individuals or organizations in recognition of outstanding contributions to the District. 2. Responsibilities of the Parties Parties' responsibilities will include, but shall not be limited to: a. District Responsibilities: 1. Provides a list of available PAC dates for the next season, for use by local non-profit organizations (hereinafter referred to as "Community Organizations"). 2. Coordinates the dates selected by Community Organizations and provides a written list to the City. The District is solely responsible for coordinating and scheduling the use of the PAC by Community Organizations, based on the PAC available dates and subsequent to the District's receipt of the Community Organization list and schedule. 3. After the dates are confirmed, the District will enter into a contract with each Community Organization containing such terms and conditions as the District may agree upon with the Community Organization as per the User Guide relating to the Community Organization's use of the PAC. 4. Provides to Community Organizations a User Guide, which will be maintained and updated annually. 5. Prominently displays the City of Santa Clarita facility dedication plaque. 6. Pending availability, District will provide four (4) dates at the PAC, at no additional cost, for City of Santa Clarita civic functions. In addition, District will provide basic technical support including: technical and assistant director, theater manager, and house manager. Examples of acceptable functions include: public forum, debate, etc. b. District Responsibilitv Deadlines: 1. The District will provide a list of available PAC dates to the City and Community Organizations for the next season by the following dates: Contract Year 1 — TBD Contract Year 2 — February 15, 2016 Contract Year 3 — February 15, 2017 2. The District will provide the written list to the City of the scheduled Community Organization PAC dates by: Contract Year 1 — TBD Contract Year 2 — March 15, 2016 Contract Year 3 — March 15, 2017 c. Citv Responsibilities: 1. Identifies Community Organizations before the scheduling process begins. 2. Shares the list of available PAC dates provided by the District with the Community Organizations. 3. Acts as liaison between the District and the Community Organizations. 4. Includes Community Organization performances and District performances in the City of Santa Clarita website or other media at its discretion. 3. Marketing Opportunities a. The District will prominently display, when feasible, the City of Santa Clarita logo in advertisements and publications. b. The District and City will work together to identify marketing opportunities that promote the Community Organizations and District performances at the PAC. This partnership will include publications, advertisements, radio, television, and other media outlets both in the Santa Clarita Valley and in neighboring areas. Some of these opportunities will include the Seasons Magazine, street pole banners, Paseo bridge banners, and brochures and publications. c. Each contract year the City will provide a two page advertising spread in the fall issue, a full page advertisement in the inside of the winter issue; and the outside back cover of the spring issue of Seasons Magazine at no cost to the District 4. Community Organization Status and Qualifications a. Community Organizations are eligible for priority scheduling in the PAC after District events are scheduled. b. To qualify and maintain Community Organization status, organizations must apply through the City within the deadlines established by the District and the City. c. A Community Organization shall be a non-profit entity that qualifies to receive the direct cost rate. d. A Community Organization shall have a business address within the Santa Clarita Valley. e. If admission is charged, admission fees shall be expended for the welfare of the District's students or other charitable purposes. f Organizations applying for use of the PAC after the deadline will be given consideration whenever possible, but such requests will be processed as non - Page 2 of 5 Community Organization Civic Center facility use requests in the order they were received. 5. Available Dates for the PAC After College of the Canyons' Instructional Events (`Arts on Campus"), Touring Acts ("COC Presents"), K-12 Arts Education Outreach, and District -sponsored events are scheduled, the District will provide a list of PAC dates available for the Community Organizations. Community Organizations will be entitled to twenty-one percent (21%) of the days the College and the PAC is open. The PAC is open three hundred thirty-one (331) days a year, which means the Community Organizations will be able to use the PAC seventy (70) days annually, or thirty (30) weekend days, defined as Friday, Saturday, and/or Sunday, and forty (40) week days, defined as Monday, Tuesday, Wednesday, and/or Thursday. Community Organization usage days of the PAC will include any rehearsal, set-up, and strike days, and days in which Community Organization productions are housing set pieces or other items within the PAC, unless other written arrangements have been agreed upon by the District, the City, and the Community Organization. 6. PAC Box Office Services A Community Organization may use the District Box Office services as outlined in the PAC Facility Use Guide. 7. Citv's Contribution to the District. By July 15, of each Contract Year, effective July 1, 2015, the City will pay the District seventy-five thousand dollars ($75,000) to be applied at the District's discretion to the salary of the PAC's Managing Director, and maintenance and equipment replacement to help the District keep the PAC operating as a state of the art facility for both the District and Community Organization performances. 8. Term This Agreement shall commence on July 1, 2015 and shall terminate on June 30, 2018 (the "Term"). 9. Agreement Negotiation Both Parties shall begin discussions to develop a new Agreement starting in July 2017 which will be completed by November 2017. If an agreement on a new Agreement is not reached, both Parties will plan for the Agreement to terminate on June 30, 2018, and the list of available PAC dates for the 2018-2019 season will not be provided to the City and Community Organizations. 10. Termination This Agreement shall terminate upon expiration of the Term. During the Term, each Party may terminate this Agreement at any time, with or without cause, by mutual agreement set forth in writing and signed by the Parties with at least one hundred eighty (180) days written notice before the effective date of termination. Upon termination of this Agreement, District shall be entitled to payment for the following year if the one hundred eighty (180) days notice of termination by City is not provided before payment is due on July 15' of that year (or if notice of termination is received on or after January 16th). Page 3 of 5 11. Insurance City agrees to maintain, in full force and effect, at City's expense, the following insurance coverage from an admitted carrier in the State of California with a Best Rating of A -VII or higher: (i) Commercial General Liability Insurance naming District, the District's Board of Trustees and the College of the Canyons Foundation as an Additional Insured, with limits of not less than one million dollars ($1,000,000) including bodily injury, broad -form property damage and blanket contractual liability, written on an "occurrence" basis; (ii) Professional Liability Insurance with limits of not less than one million dollars ($1,000,000); (iii) Employer's Liability Insurance with limits of not less than one million dollars ($1,000,000) per occurrence; (iv) Workers' Compensation Insurance as required by statutory insurance requirement of the State of California, and (v) Automobile Liability Insurance covering all owned, non -owned and hired vehicles with combined single limit for bodily injury and/or property damage of not less than one million dollars ($1,000,000). City agrees to name District, District's Board of Trustees, its officers, agents, employees, and volunteers, and the College of the Canyons Foundation as Additional Insured under its policy/s. City shall deliver Certificate(s) of Insurance and Additional Insured Endorsement(s) evidencing the required coverage to the District, which shall be subject to the District's approval for adequacy of protection. The Certificate of Insurance shall provide thirty (30) days prior written notice of cancellation. 12. Indemnification and Hold Harmless City agrees to indemnify, defend, and hold harmless District, their parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents, and employees against all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees, or other claims for damages in connection with any suit, complaint, charge, proceeding, or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the negligent act or willful misconduct by City, of its duties and responsibilities under this Agreement, unless such performance or non-performance occurred at the direction of or was caused by District. This hold harmless and indemnification includes, but is not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra- contractual liability. District agrees to indemnify, defend, and hold harmless City, their parent, affiliates, subsidiaries, authorized representatives, directors, officers, agents, and employees against all liability for any judgments, awards, expenses, fines, penalties, attorneys' fees, or other claims for damages in connection with any suit, complaint, charge, proceeding, or action of any kind alleging a violation of any statutory or regulatory provision or otherwise arising out of the negligent act or willful misconduct by District, of its duties and responsibilities under this Agreement, unless such performance or non-performance occurred at the direction of or was caused by City. This hold harmless and indemnification includes, but is not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra -contractual liability. 13. Understanding of the Parties This represents the entire understandings of the Parties. Any amendments shall be written and agreed to by both Parties as evidenced by their authorized signatures. Page 4 of 5 IN WITNESS THEREOF, the Parties agree to the provisions of this Agreement by having their authorized agents sign on the following page. SANTA CLARITA COMMUNITY COLLEGE DISTRICT C Signature of Authorized Representative NAME Jerry L. Buckley TITLE ASST. SUPERINTENDENT/ VP INSTRUCTION DATE Board Meeting Date of Approval Initiator: Carmen. C. Dominguez x3116 CITY OF SANTA CLARITA C Signature of Authorized Representative NAME TITLE DATE Federal Tax ID # Page 5 of 5