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HomeMy WebLinkAbout2011-04-26 - AGENDA REPORTS - SC PERFORMING ARTS CENTER MOU (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT Agenda Item: 8 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval Item to be presented by: April 26, 2011 Rick Gould SANTA CLARITA PERFORMING ARTS CENTER AT COLLEGE OF THE CANYONS MEMORANDUM OF UNDERSTANDING (MOU) Parks, Recreation, and Community Services RECOMMENDED ACTION City Council approve the Santa Clarita Performing Arts Center Memorandum of Understanding (MOU) between the City of Santa Clarita and the Santa Clarita Community College District. BACKGROUND In 2009, the City of Santa Clarita (City) and the Santa Clarita Community College District (District) signed an MOU for what became the Santa Clarita Performing Arts center at College of the Canyons (PAC). The MOU was signed prior to the opening of the PAC and it recognized the City's contribution of $2.4 million toward the construction of the PAC. Among other items, the MOU outlined availability of the PAC for the community's use. In 2009, an Agenda Item was brought before the City Council that recommended the dissolution of the MOU. The Council decided to delay that decision and directed City staff to work with District staff in resolving the core issue of dates for community groups to utilize the PAC and the financial contribution the District needed for maintenance and equipment repair. A compromise was developed that was agreeable to both parties. This MOU was to terminate on June 30, 2011. Staff entered into negotiations with the District to renew the MOU. As part of the renewal discussion, staff proposed to keep the existing terms of the MOU the same for the coming year. However, the District expressed concerns that the current amount paid by the City is not sufficient to cover the costs associated with the use by the Community Users identified in the MOU. In addition to the lack of cost recovery, the District requested an additional $35,000 for their K-12 Education Program. Due to slow economic recovery and a budget climate where new requests were generally not being funded, staff informed the District their request could not be presented for funding. With the concerns about additional cost, staff was going to recommend to the Arts Commission to discontinue the MOU. Under this arrangement, the Community User groups would have worked directly with the District to schedule performance dates and the City would still continue to provide funding to Community Users through the "City of Santa Clarita Presents" grants to help offset the costs of performing at the PAC. Additionally, the District would have more flexibility to generate additional revenue by having more available dates to offer to for-profit performing groups. The City Manager's Office later requested that staff meet with District staff to negotiate a suitable solution. Because an agenda item recommending the discontinuance of the MOU had already been posted for the March 17; 2011, Arts Commission meeting, staff requested to amend the posted agenda and continue the agenda item based on the City Manager's Office direction. Staff requested to bring the item back to the Arts Commission for their consideration at their April 21, 2011,' meeting. Due to the number of arts group supporters in attendance at the March 17, 2011, Commission meeting, the Commission rejected staff's recommendation to continue the item to the next Commission meeting. The Commission adopted a recommendation to approve an MOU with the College similar in form and substance to the soon to expire MOU and to call a special meeting with the Arts Commission if there are any substantial changes due to the time -sensitive nature of the MOU. Staff met with College staff shortly after the Arts Commission meeting and agreed to continue the MOU. The proposed changes to the MOU include: • Section 10 Term — Both parties will begin discussions to develop a new MOU starting in July 2011, instead of February 2012. Additionally, negotiations are to be completed by November 2011, whereas the close of negotiations was previously undefined. • Section 11 Termination - Either party may, with or without cause, terminate the agreement by providing one -hundred and eighty (180) days notice in writing, instead of sixty (60) days as previously defined. These changes will allow both parties to have sufficient time to work through any challenges or disputes prior to the expiration of the MOU on June 30, 2012. The annual amount of $70,000 paid the College will remain unchanged. Of this sum, $20,000 will be applied toward the Managing Director's salary, $15,000 will be applied to the shared Arts Grant Writer position, and $35,000 will be applied toward the deferred maintenance of the PAC. In return for this contribution, the community arts groups will receive priority scheduling in the PAC after the District events are scheduled. Additionally, City and Community User groups will receive marketing opportunities in the PAC brochure, 25 percent of the Arts Grant Writer's time for developing City and Community User groups grant applications, and funding to help maintain the facility and replacement equipment. MA ALTERNATIVE ACTIONS Other action as determined by the City Council. FISCAL IMPACT The total annual cost of the Santa Clarita Performing Arts Center MOU is $70,000. Funds for this expenditure are budgeted in 15400-5161.002 ($20,000) and 12000-5161.001 ($50,000). ATTACHMENTS Memorandum of Understanding SANTA CLARITA CENTER OF THE PERFORMING ARTS AT COLLEGE OF THE CANYONS MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) is made and entered into on this 1" day of July, 2011 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 for several years; 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: Naming the Facility 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 Board of Trustees reserves the right to name the facility if a benefactor makes a significant "no strings attached" donation to the District. Furthermore, the District reserves the right to name areas (rooms, spaces) of the PAC -after benefactors. 2. Responsibilities of the Parties Parties' responsibilities will include, but shall not be limited to: a. District 1. Provides by February 15, 2011, a list of available PAC dates for the next season, from which the City may select dates for use by local non-profit organizations (hereinafter referred to as "Community Users"). 2. Prominently displays, when feasible, the City of Santa Clarita logo in advertisements and publications. 3. Prominently displays the City of Santa Clarita facility dedication plaque. 0 4. Provides to Community Users a User Guide, which will be maintained and updated annually. 5. Contracts directly with each Community User for the use of the facility. b. City 1. Identifies Community Users before the scheduling process begins and the list of available PAC dates is shared with the City by the District. 2. Coordinates the dates selected by the Community Users and provides a written list to the District by March 15, 2011. The City is solely responsible for coordinating and scheduling the use of the PAC by Community Users, based on the PAC available dates received from the District, and subsequent to the District's receipt of the Community User list and schedule, the District will enter into a contract with each Community User containing such terms and conditions as the District may agree upon with the Community User as per the User Guide relating to the Community User's use of the PAC. 3. Acts as liaison between the District and the Community Users. 4. Includes Community User performances and District performances in the City of Santa Clarita website and the biannual City of Santa Clarita Arts Calendar, or other media at its discretion. Marketing Opportunities The District and City will work together to identify marketing opportunities that promote the Community Users 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 could include the Seasons brochure, street pole banners, paseo bridge banners, and brochures and publications from the Economic Development Division and the Arts and Events Office. 4. Qualifications of a Community Use To become a Community User: a. User shall be a non-profit entity that qualifies to receive the direct cost rate. b. User shall have a business address within the Santa Clarita Valley. C. If admission is charged, admission fees shall be expended for the welfare of the District's students or other charitable purposes. Community User Status and Scheduling Community Users qualify for priority in scheduling in the PAC after District events are scheduled. To maintain this Community User status, organizations must apply through the City within the deadlines established by the District and the City. The deadline for Community Users to schedule requests will vary from Page 2 of 5 .i year to year based on finalizing of the District's Academic Calendar and District - sponsored events. Organizations applying for use of the PAC after the deadline will be given consideration whenever possible, but such requests will be processed as a non -Community User requests in the order they were received. 6. . Available Dates for the PAC After College of the Canyons' Instructional Events ("Arts on Campus"), Touring Acts ("COC Presents"), and District -sponsored events are scheduled, the District will provide a list of PAC dates available from which the City may select dates for use by Community Users. Community Users will be entitled to 25 percent of the days the College and the PAC is open. The PAC is open 331 days a year, which means the Community Users will be able to use the PAC eighty-three (83) days annually, or thirty-five (35) weekend days, defined as Friday, Saturday, and/or Sunday, and forty-eight (48) week days, defined as Monday, Tuesday, Wednesday, and/or Thursday. Community User usage days of the PAC will include any rehearsal, set-up, and strike days, and days in which Community User 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 User. 7. Managing Director By July 15, 2011, the City will pay the District twenty thousand dollars ($20,000) to be applied to the current fiscal year's salary of the PAC Managing Director. District and City -Shared Arts Grant Writer By July 15, 2011, the City will pay the District fifteen thousand dollars ($15,000) to be applied to the current fiscal year's salary of the Arts Grant Writer, which is a position shared between the District and the City. For this payment, the City shall receive twenty-five percent (25%) of the Arts Grant Writer's time for developing City and Community Users grant applications. 9. Deferred Maintenance By July 15, 2011, the City will contribute thirty-five thousand dollars ($35,000) to be applied to the budget for the current fiscal year's maintenance and equipment replacement. This funding will help the District keep the PAC operating as a state-of-the-art facility for both the District and Community User performances. 10. Term This agreement shall commence upon date of execution by the last Party to sign below, and shall terminate on June 30, 2012. Page 3 of 5 �f Both Parties shall begin discussions to develop a new MOU starting in July 2011 which will be completed by November 2011. If an agreement on a new MOU is not reached, both Parties will plan for the MOU to terminate on June 30, 2012. 11. Termination Either Party may, with or without cause, terminate this Agreement by providing one -hundred and eighty (180) days notice in writing to the other Party. 12. 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 and the District's Board of Trustees 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 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. 13. . 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. Page 4 of 5 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. 14. 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. IN WITNESS THEREOF, the Parties agree to the provisions of this MOU by having their authorized agents sign on the following page. SANTA CLARITA COMMUNITY COLLEGE DISTRICT BY: Signature of Authorized Representative PRINT NAME SHARLENE COLEAL PRINT CITY OF SANTA CLARITA BY: Signature of Authorized Representative PRINT NAME TITLE ASST. SUPERINTENDANTNP BUS SRV TITLE DATE DATE Board Meeting Date of Approval Federal Tax ID # Initiator: Adam Philipson x5305 copy to: Page 5 of 5