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HomeMy WebLinkAbout2012-01-24 - AGENDA REPORTS - SC PERFORMING ARTS CENTER MOU (2)CONSENT CALENDAR DATE: SUBJECT: DEPARTMENT: Agenda Item: 4 CITY OF SANTA CLARITA AGENDA REPORT City Manager Approval Item to be presented by: January 24, 2012 Rick Gould SANTA CLARITA PERFORMING ARTS CENTER AT COLLEGE OF THE CANYONS MEMORANDUM OF UNDERSTANDING Parks, Recreation, and Community Services RECOMMENDED ACTION City Council approve Memorandum of Understanding. BACKGROUND In 1999, the City of Santa Clarita (City) and the Santa Clarita Community College District (District) signed a Memorandum of Understanding (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. The most recent MOU is set to expire on June 30, 2012. The new MOU would begin July 1, 2012, and terminate on June 30, 2015. The following are highlights of the MOU: • City and District enter into a three year agreement, as opposed to an annual renewal. • The City will receive two (2) dates at the PAC, at no additional cost, for civic functions such as public forums, debates etc. In contract year three, this number will increase to a total of four (4) dates. • In contract year two, the District will assume sole responsibility for coordinating and scheduling the use of the PAC by community users. • in' contract year two, the District will explore and establish mechanisms to support a maintenance and equipment replacement fund using vehicles such as a per ticket surcharge. A, F P , ciljll�uv� • In contract year three, the City will increase the payment from $70,000 to $75,000. • Community Users will be entitled to 21% of the days the College and the PAC is open, which is consistent with historical usage patterns by community groups. • The District has more discretion in how salary, maintenance and equipment replacement dollars are allocated. • Improved coordination and cross marketing efforts such as coverage of the PAC in the City's Seasons brochure, street pole banners, and various publications and brochures. ARTS COMMISSION RECOMMENDATION At the January 12, 2012, Arts Commission meeting, the Commission voted to recommend approval to the City Council of a new three-year MOU with the District. ALTERNATIVE ACTIONS As determined by the City Council. FISCAL IMPACT The cost of the Memorandum of Understanding is $70,000 for each of the first two years and $75,000 for the third year of the agreement. There are funds currently budgeted in account 15400-5161.002 in the amount of $70,000 for the current MOU. ATTACHMENTS Proposed Memorandum of Understanding 10. 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 Is' day of July, 2012, 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: 1. 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 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— Contract Year l (2012-2013): 1. Provide 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 the City of Santa Clarita facility dedication plaque. 3. Provides to Community Users a User Guide, which will be maintained and updated annually. 4. Contracts directly with each Community User for the use of the facility. 5. Pending availability, District will provide two (2) 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 Responsibilities — Contract Year 2 (2013-2014): Same responsibilities as Contract Year 1 with the following changes: 1. Coordinates the dates selected by the Community Users and provides a written list to the City. The District is solely responsible for coordinating and scheduling the use of the PAC by Community Users, based on the PAC available dates and subsequent to the District's receipt of the Community User list and schedule. After the dates are confirmed, 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. 2. District will explore and establish mechanisms to support the District's maintenance and equipment replacement fund using vehicles such as a per ticket surcharge. c. District Responsibilities — Contract Year 3 (2014-2015): Same responsibilities as Contract Year 2 with the following changes: 1. Pending availability, District will provide two (2) additional dates at the PAC, at no additional cost, for City of Santa Clarita civic functions, for a total of four (4) dates at the PAC. 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. d. District Responsibility Deadlines: 1. The District will provide a list of available PAC dates to the City for the next season by the following dates: Contract Year I — February 15, 2012 Contract Year 2 — February 15, 2013 Contract Year 3 — February 15, 2014 2. The District will provide the written list to the City of the scheduled Community User PAC dates by: Contract Year 2 — March 15, 2013 Contract Year 3 — March 15, 2014 e. City Responsibilities — Contract Year 1 (2012-2013): Page 2 of 6 I . 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, 2012. 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 or other media at its discretion. f. City Responsibilities - Contract Year 2 and Contract Year 3 (2013 — 2015): Same responsibilities as Contract Year l except the City will not be responsible Item two (2) above. This Item will be the responsibility of the District in Contract Year 2 and 3. 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 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. c. In the 2014-2015 season, in celebration of the PAC's .10 year anniversary, the City will provide the inside or back cover of the Seasons brochure at no cost to the District. 4. Community User Status and Qualifications a. 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. b. User shall be a non-profit. entity that qualifies to receive the direct cost rate. c. User shall have a business address within the Santa Clarita Valley. Page 3 of 6 d. If admission is charged, admission fees shall be expended for the welfare of the District's students or other charitable purposes. e. Organizations applying for'use of the PAC after the deadline will be given consideration whenever possible, but such requests will be processed as non -Community User 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 Users. Community Users 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 Users 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 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. 6. Citv's Contribution to the District. a. By July 15, 2012 for Contract Year 1, and July 15, 2013 for Contract Year 2, the City will pay the District seventy thousand dollars ($70,000) 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 User performances. b. By July 15, 2014 for Contract Year 3, 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, the 10 year anniversary celebration, 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 User performances. 7. Term This MOU shall commence on July 1, 2012 and shall terminate.on June 30, 2015 (the "Term"). Both Parties shall begin discussions to develop a new MOU starting in July 2014 which will be completed by November 2014. If an agreement on a new MOU is not reached, both Parties will plan for the MOU to terminate on June 30, 2015, and the list of available PAC dates for the 2015-2016 season will not be provided to the City. Page 4 of 6 ►' 8. Termination This MOU shall terminate upon expiration of the Term. During the Term, each Party may terminate this MOU 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 MOU, 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`h of that year (or if notice of termination is received on or after January 16`h). 9. 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. 10. 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 MOU, Page 5 of 6 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 MOU, 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. 11. 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 W. Signature of Authorized Representative NAME TITLE ASST. SUPERINTENDENT/ VP INSTRUCTION DATE Board Meeting Date of Approval Initiator: Adam Philipson x5305 CITY OF SANTA CLARITA Signature of Authorized Representative NAME TITLE DATE Federal Tax ID # Page 6 of 6 9