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HomeMy WebLinkAboutReso 1990-024 - Approving Funding Agreement and lease agreement 110 111 RESOLUTION NO. 52 -0:',0 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE FUNDING AGREEMENT AND LEASE AGREEMENT BETWEEN THE CITY OF REDDING AND THE SHASTA COUNTY ARTS COUNCIL, AND AUTHORIZING THE MAYOR TO SIGN SAME . IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1 . That the City Council of the City of Redding hereby approves the Funding Agreement and Lease Agreement between the City of Redding and The Shasta County Arts Council, true copies of which are attached hereto and incorporated herein. 2 . That the Mayor of the City of Redding is hereby authorized and directed to sign said Agreements , and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 2nd day of January , 1990 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Dahl , Ful ton, & Carter NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Buffum, Johannessen ABSTAIN: COUNCIL MEMBERS: None (/;%fr5L SCOTT CARTER, Mayor City of Redding ATTEST: FORM PROVED: 004zz_____ ETHEL A. NICHOLS , City Clerk RA DALL A. HAYS , City Attorney Ab III S . , FUNDING AGREEMENT THIS AGREEMENT is made and entered into this 27th day of December, 1989, by and between the CITY OF REDDING, a Municipal Corporation and General Law City, hereinafter referred to as "City, " and THE SHASTA COUNTY ARTS COUNCIL, a Non-profit Corporation duly organized and existing under and by virtue of the laws of the State of California, hereinafter referred to and designated "Arts Council" : WITNESSETH: WHEREAS, the City Council of City is empowered by the Government Code of the State of California to appropriate and expend money from City funds for furtherance of the City; and WHEREAS, City has no organized means of its own for conducting the systematic expenditure of such funds so that the City may receive the utmost benefit therefrom; and WHEREAS, the Arts Council, with its large number of volunteer members, is dedicated to serving the best interests of the City of Redding, and is well able to promote and involve the community in the Arts, from which the City and its citizens benefit; NOW, THEREFORE, IT IS AGREED by and between the parties hereto as follows: 1 . The above recitals are true and correct. 2 . The term of this Agreement shall be one year, commencing January 1 , 1990 , and ending December 31 , 1990 . 3 . The Arts Council hereby agrees, during the term hereof, to involve the community in the Arts by acting as a catalyst and leader for artistic expression and cultural growth in Shasta County; to continue its efforts in providing arts representation on committees and participation in City-wide events; to work cooperatively for arts promotion and advocacy; and to reach more citizens with the Arts. It is agreed that the Old City Hall Gallery and Performing Arts Center be established as a focal point in this area: an asset to the community by its historical significance and contribution to the area' s quality of life, with a continual variety of exhibits, concerts, theatrical perfor- mances, and art events taking place therein. 4 . To partially offset the costs of the Arts Council in performing the above-mentioned services in the Redding Area, City agrees to pay the Arts Council, for fiscal year 1989-90 , the sum of Twenty Thousand Six Hundred Twenty-five Dollars ($20 ,625.00) , to be paid as follows: $10,312 .50 on January 1, 1990; and $10,312.50 on June 1 , 1990. It is agreed between the parties hereto that any funds paid by City to the Arts Council shall be used solely for the cost of providing the services set forth in paragraph 3 of this Agreement. It is further agreed that the provision of funding from City is a one-time only grant, and that provision of funding to the Arts Council under this Agreement 1 -2- - Ill • , constitutes no commitment nor intent of City to provide future funding or assistance. The Arts Council agrees to seek and obtain additional contributions, donations, grants, and subsidies from federal, state, and county governments and residents of the community. It is also anticipated by the parties hereto that the patrons and members of The Shasta County Arts Council Board will, individually and from time-to-time, donate their services under the direction of the Director of the Board to assist as volunteers in the functioning of the multi-media Old City Hall Gallery and Performing Arts Center. 5. If, upon the completion of the term of this Agreement, funds advanced by City to the Arts Council remain unexpended, the Arts Council shall return the unexpended funds to City within thirty (30) days after the expiration of the term hereof, or make a request to City in writing to retain said funds. The request shall be submitted to the Director of Finance of City, and must be received by her no later than thirty (30) days after the expiration of the term hereof. Said request shall be acted upon by City. 6. The Arts Council agrees that it will submit a budget summary statement of its projected income and expenses to the Director of Finance of City prior to acceptance of this Agreement by City Council; and a budget summary statement of its actual income and expenses at the end of the City' s fiscal year ending June 30, 1990; and that it will keep a full and complete account -3- of its use of the funds received from City, and make such accounting available to City upon request. 7 . The Arts Council further agrees that no later than thirty (30) days' prior to the expiration of the term hereof, it will provide the following to City: (a) A copy of its annual audit dated September 30, 1990, required by the State Arts Council, outlining the Arts Council's income and expenditures relating to its use of state grant funds and the funds herein from City; (b) A copy of its Financial Statement dated September 30, 1990 , outlining how it utilized the herein grant funds provided by City; and (c) A report concerning the previous 12 months of activities and events of the Arts Council, relative to meeting the goals/services to be performed as set forth in paragraph 3 of this Agreement. 8 . A further condition of this Agreement is that one member of the Redding Civic Arts Commission and one member of the Board of Directors of the Redding Museum and Art Center shall serve as members of the Board of Directors of the Arts Council. 9 . The Arts Council shall be responsible for making the Old City Hall Gallery and Performing Arts Center open to the public an average of twenty (20) hours per week minimum during the term of this Agreement. 10 . No member of the City Council, nor of any board, and no officer or employee of City shall be or become, directly or -4- „ I 110 . indirectly, financially interested in this Agreement or the above-mentioned services to be performed by the Arts Council. 11 . In providing its services, the Arts Council will act as an independent contractor; and no officer or employee of the Arts Council will be deemed to be an officer or employee of City for any purpose. 12. This Agreement is granted upon the express condition that City shall be free from any and all liability and claims for damages for personal injury, death, or property damage in any way connected with the services to be performed hereunder by the Arts Council, including claims of the Arts Council, its officers, agents, employees, and members. The Arts Council shall indemnify and save harmless City, its officers, agents, and employees, from any and all liability, loss, cost, or obligation on account of or arising out of any such injury, death, or loss caused by the negligence or other legal fault of the Arts Council or its officers, agents, employees, and members. 13. It is understood and agreed as a condition of this Agreement that the Arts Council shall, at its own expense and at all times during the term of this Agreement, obtain from a company authorized to do business in the State of California and keep in full force and effect public liability insurance in the minimum amounts of $300 ,000 .00 for injury or death to any person and $500,000.00 for injury or death of more than one person in the same accident, and public liability insurance for property damage in the minimum amount of $50,000.00; OR, in the -5- . 411 111 alternative, a combined single-limits policy in an amount of not less than $500 ,000 .00 . Said policy shall name City, its officers, agents, and employees, as additional insured, and shall further contain a provision obligating the insurance carrier to notify City in writing at least ten (10) days prior to any cancellation or reduction of such insurance. A Certificate of Insurance evidencing such coverage and notice requirement shall be approved by the Risk Manager of City and filed with him prior to the commencement of this Agreement. 14 . It is further understood and agreed as a condition of this Agreement that the Arts Council will provide workers' compensation insurance on its employees, and furnish the Risk Manager of City with a Certificate evidencing such insurance, to be approved by him, prior to the commencement of this Agreement. Said Certificate shall contain a provision obligating the insurance carrier to notify City in writing at least ten (10) days prior to any cancellation or reduction of such insurance. To obtain an exemption from this requirement should the Arts `Council have no employees, the Arts Council shall provide the Risk Manager of City with a letter stating that it is not employing any person or persons in any manner so as to become subject to the workers' compensation laws of California; provided, however, that should the Arts Council later become subject to the workers' compensation provisions of the Labor Code, it will forthwith comply with the insurance requirements set forth above. -6- 15. The Arts Council shall at all times during the term of this Agreement comply with all legal requirements, including any applicable federal, state, county, or city regulations, and shall secure, at its full cost and expense, any and all permits, applications, or other requirements in connection therewith. 16 . In the event the Arts Council violates the provisions of this Agreement for any reason other than the occurrence of circumstances over which it can exercise no effective control, and such violation shall not be cured or remedied within thirty (30) days after written notice thereof by City, in addition to any other remedies provided for in this Agreement, City shall have the right to terminate this Agreement by written notice duly served upon the Arts Council. 17 . Any notices or demands that may be given by either party hereunder shall be deemed to have been fully and properly given when made in writing, enclosed in a sealed envelope, and deposited in the United States Post Office, certified mail, postage prepaid, addressed as follows: To Lessor c/o City Manager, 760 Parkview Avenue, Redding, California 96001-3396; and to the Arts Council at 1313 Market Street, Redding, California 96001 . 18 . It has been determined that this matter is not subject to the provisions of the California Environmental Quality Act. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the presence of their respective officers duly 1 -7- 4 authorized in that behalf on the day and year first above written. CITY OF REDDING By: SCOTT CARTER, Mayor THE SHASTA COUNTY ARTS'CO CIL i G i�� �• 2 Chairman df °Board of Directors BY: ( A,, ft(�� Executive Director ATTEST: ETHEL A. NICHOLS, City Clerk FORM APPROVED: RANDALL A. HAYS, City Attorney -8- • • • LEASE THIS LEASE is made and entered into as of the 27th day of December, 1989, by and between the CITY OF REDDING, a Municipal Corporation and General Law City, hereinafter referred to as "LESSOR, " and THE SHASTA COUNTY ARTS COUNCIL, a California Non-profit Corporation, whose principal office is located in the City of Redding, County of Shasta, State of California, herein- after referred to as "LESSEE: " WITNESSET H: WHEREAS, LESSEE has leased the Old City Hall Gallery and Performing Arts Center (hereinafter referred to as the "premises") for a multi-media arts center since 1986, and wishes to lease said premises for a further term of one year, provided the City does not require the premises for other purposes; and WHEREAS, LESSEE has kept the covenants heretofore agreed to; and the granting of a lease for a further term of one year, with the above proviso, will continue to benefit the City and its citizens: NOW, THEREFORE, for and in consideration of the mutual promises, covenants, considerations, and conditions hereinafter set forth, and in consideration of the services to be performed by THE SHASTA COUNTY ARTS COUNCIL (hereinafter called "ARTS COUNCIL") under that certain Funding Agreement between the CITY OF REDDING and the ARTS COUNCIL dated December 27, 1989 (herein- ; I Ill after called "FUNDING AGREEMENT") , the parties hereto agree as follows: 1 . Term; Use. LESSOR does hereby lease, demise, and let unto LESSEE the building located at 1313 Market Street, in the City of Redding, known as the Old City Hall Gallery and Performing Arts Center, solely for purposes consistent with the operation and maintenance of a publicly-owned multi-media arts center, for a term of one (1) year commencing January 1 , 1990 , and terminating December 31 , 1990, subject to LESSOR not requiring the premises for other purposes. LESSEE shall maintain and operate the Old City Hall Gallery and Performing Arts Center for the benefit of non-profit cultural :4 groups of Shasta County, including graphic artists, performing artists, vocalists, lectures by professional artists, musicians, and sculptors. 2 . Maintenance by LESSOR. LESSOR covenants and agrees to maintain said premises, including provision for security measures to prevent fire and theft within the building, and to provide and pay all costs of utility services. In this connection, it is further agreed that LESSOR shall provide janitorial service to the premises; it being the present intention that this will be provided by LESSOR including the demised oremises within the provisions of its existing or subsequent janitorial service contracts. 3. Renewal. As stated above, the term of this Lease is for one (1) year, subject to LESSOR not requiring the premises for -2- III other purposes. Provided LESSEE is not in default under this Lease Agreement or the FUNDING AGREEMENT, it is the present intention of the parties hereto that on the expiration of the term hereof, this Lease, or some modification thereof, may, at the sole discretion of LESSOR, be renewed for additional successive one-year terms, such decision to be based on whether or not LESSOR requires the building for any other purpose or purposes, and based on City Council' s determination of LESSEE' s performance in fulfilling the stipulations of this Lease Agreement and the services to be performed by the ARTS COUNCIL under the FUNDING AGREEMENT of even date. 4 . LESSEE to Provide Documentation. Prior to any consideration of the renewal of this Lease, LESSEE shall provide the following information to LESSOR no later than thirty (30) days prior to the expiration of the term hereof: (a) A copy of its annual audit dated September 30 , 1990 , required by the State Arts Council, outlining the ARTS COUNCIL' s income and expenditures relating to its use of state grant funds and the grant funds from the CITY OF REDDING under the FUNDING AGREEMENT; (b) A copy of its financial statement dated September 30, 1990, outlining how it utilized the grant funds provided by the CITY OF REDDING under the FUNDING AGREEMENT; and (c) A report concerning the previous 12 months of activities and events of the ARTS COUNCIL, relative to -3- 110 meeting the goals/services to be performed by the ARTS COUNCIL under the FUNDING AGREEMENT. 5 . Board of Directors . One member of the Redding Civic Arts Commission and one member of the Board of Directors of the Redding Museum and Art Center shall serve as members of the Board of Directors of LESSEE. 6 . Hours. LESSEE shall be responsible for making the Old City Hall Gallery and Performing Arts Center open to the public an average of twenty (20) hours per week minimum for the duration of this Lease. 7 . Accept Premises As Is . By entry hereunder, LESSEE accepts the premises as being in good and sanitary order, condition, and repair; and agrees that on the last day of the term hereof or sooner termination of this Lease to surrender unto LESSOR all and singular said premises with said appurtenances in the same condition, reasonable use and wear thereof and damage by fire, Act of God, or the elements excepted. 8 . Waste. LESSEE shall not commit or suffer to be committed any waste upon said premises, nor any nuisance or other act or thing which may disturb the quiet enjoyment of adjoining premises. 9 . Mechanics' Liens. LESSEE shall keep the demised premises and the property on which the demised premises is situated free from any liens arising out of any work performed, material furnished, or obligations incurred by LESSEE. -4- 10. Compliance with Law. LESSEE covenants and agrees to comply with all statutes, laws, ordinances, regulations, orders, judgments, decrees, directions, and requirements of LESSOR, and of all federal, state, county, and city authorities now in force or which may hereafter be in force applicable to the leased premises, or pertaining to a non-profit corporation incorporated under the laws of the State of California. The judgment of any Court of competent jurisdiction or the admission of LESSEE in any action or proceeding against LESSEE, whether LESSOR be a party thereto or not, that LESSEE has violated any such ordinance or statute in the use of the premises shall be conclusive of the fact as between LESSOR and LESSEE and shall subject this Lease to immediate termination at the option of LESSOR. 11. Assignment and Subletting. LESSEE shall not assign this Lease or any interest therein, and shall not sublet said premises or any part thereof, nor any right or privilege appurtenant thereto, nor suffer any other person (the agents and servants of LESSEE excepted) to occupy or use said premises or any portion thereof, without the written consent of LESSOR first had and obtained. A consent by LESSOR to one assignment, subletting, occupation, or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation, or use by another person. Any such assignment or subletting without such consent shall be void and shall, at the option of LESSOR, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable as to the interest -5- • .• of LESSEE by operation of law without the written consent of LESSOR. 12 . Bankruptcy or Insolvency. If LESSEE should be adjudged bankrupt, either by voluntary or involuntary proceedings, or abandon or vacate said premises, or make an assignment for the benefit of creditors, or said demised premises should come into possession or control of any trustee in bankruptcy, or if any receiver should be appointed in any action or proceeding with power to take charge, possession, control, or care of the demised premises, LESSOR shall have the option to forthwith terminate this Lease and to re-enter the demised premises and take possession thereof. In no event shall this Lease be deemed an asset of LESSEE after adjudication in bankruptcy. 13 . Inspection. LESSOR hereby reserves the right for its agents and employees to come onto the demised premises at any time for maintenance, custodial services, or security purposes, and to have a right of access to all portions of the demised premises for said purposes. Further, LESSOR or its agents, accompanied by a member of the staff or Board of LESSEE, shall have the richt, on reasonable occasions, to enter into any part of the building (premises) hereby leased to ascertain and inspect its condition. 14. Default. If LESSEE should default as to any of the terms, conditions, covenants, and agreements herein contained, and LESSOR, having knowledge of such breach, should not take advantage of same, such failure on LESSOR' s part shall not be -6- • • construed as a waiver of such terms, conditions, covenants, or agreements, and the right of termination by LESSOR shall remain in full force and effect unless expressly waived in writing, nor shall the right to give or withhold consent in any case be deemed to be waived on account of a prior waiver thereof. 15 . Hold Harmless. LESSEE shall assume all responsibility and liability in connection with the operation of said multi- media arts center, and LESSEE assumes and agrees to save and hold LESSOR and its officers, agents, and employees harmless from any responsibility or liability in connection with LESSEE' S use of the premises hereunder leased during the term of this Lease, including damages for injuries to persons or property of persons using said premises. 16. Insurance. It is understood and agreed as a condition of this Lease that LESSEE shall, at its own expense, obtain and keep in full force and effect public liability insurance in the amounts of $300,000 .00 for injury to one person, $500 ,000 .00 for any one accident, and $50 ,000 .00 for property damage, OR, in the alternative, a combined single-limits policy in an amount not less than $500,000 .00 , and shall name LESSOR, its officers, agents, and employees, as additional insureds, and shall further contain a provision obligating the insurance carrier to notify LESSOR in writing at least ten (10) days prior to any cancel- lation or reduction of such insurance. A Certificate of Insurance evidencing such coverage and notice requirement shall be approved by the Risk Manager of LESSOR and filed with him -7- • .• prior to the first usage of the demised premises under this Lease Agreement. It is further understood and agreed as a condition of this Agreement that LESSEE will provide workers' compensation insurance on its employees, and furnish the Risk Manager of LESSOR with a Certificate evidencing such insurance, to be approved by him. Said Certificate shall contain a provision obligating the insurance carrier to notify City in writing at least ten (10) days prior to any cancellation or reduction of such insurance. To obtain an exemption from this requirement should LESSEE have no employees, LESSEE shall provide the Risk Manager of LESSOR with a letter stating that it is not employing any person or persons in any manner so as to become subject to the Workers' Compensation Laws of California; provided, however, that should LESSEE later become subject to the Workers' Compensation provisions of the Labor Code, it will forthwith comply with the insurance requirements set forth above. 17. Cancellation. Provided LESSEE is not in default under this Agreement or the FUNDING AGREEMENT, and subject to the provisions hereinafter contained as to earlier termination of this Lease, in the event that subsequent differences arise between the parties hereto and either party desires to cancel this Lease, it is covenanted and agreed between LESSOR and LESSEE that such cancellation can be effectuated only upon six (6) months' written notice to the other party in advance. -8- • • Notwithstanding any other provision herein to the contrary, this Lease may be terminated at any time by either party upon six months' prior written notice to the other party. 18. Notice. Any notices or demands that may be given by either party hereunder, including notice of default and notice of termination, shall be deemed to have been fully and properly given when made in writing, enclosed in a sealed envelope, and deposited in the United States Post Office, certified mail, postage prepaid, addressed as follows: To LESSOR c/o City Manager, City Hall, 760 Parkview Avenue, Redding, California 96001-3396; and to LESSEE at 1313 Market Street, Redding, California 96001. 19. National Register of Historic Places. LESSEE understands that the demised premises is on the National Register of Historic Places, and that under no circumstances shall the appearance of the premises be altered. If LESSEE desires to place any improvements on the subject premises, LESSEE agrees that it will first obtain the written consent of LESSOR as to any such improvements, including advertising signs. Any improvements later installed by LESSEE within the demised premises shall become the property of LESSOR. Wall surfaces of the premises shall be maintained in their restored condition, and shall not be used for displays or wall-hanging exhibits. 20. Fees. LESSEE shall charge minimal-use fees to offset its costs of keeping the building clean. -9- • • 21 . LESSEE' s Responsibilities. LESSEE shall be responsible for security of the building (the premises) and janitorial maintenance in connection with the cleanup needed after each event; program administration; and office furniture. Any condition of the premises which LESSEE believes requires the attention of LESSOR should be called to the attention of the Director of General Services of LESSOR. 22 . Holding Over at End of Term. If, with LESSOR' s prior written consent, LESSEE holds possession of the premises after the term of this Lease has expired, LESSEE shall become a tenant from month-to-month upon the terms and conditions herein specified, and upon payment by LESSEE to LESSOR of a monthly rent to be agreed upon by the parties hereto; and LESSEE shall continue in possession of the premises on said month-to-month basis until termination of the tenancy by either party hereto, preceded by thirty (30) days ' written notice of such intention to terminate. 23. Taxes. LESSEE agrees to pay promptly when due any and all taxes assessed against its personal property, and any possessory interest taxes levied by reason of its occupancy of the demised premises. 24 . Administration by LESSOR. Whenever Lessee is required to secure the approval or consent of LESSOR under this Lease, LESSOR shall mean the City Manager of the City of Redding. However, at the option of the City Manager of LESSOR, or the -10- : : • i LESSEE, any such question may be referred to the City Council of the City of Redding, whose decision thereon shall be final. 25 . Entire Agreement. This Lease sets forth the entire agreement between the parties hereto. Modifications or additions to this Lease Agreement shall be considered valid only when mutually agreed upon by the parties hereto in writing. 26 . Invalid Provisions. In the event any covenant, condition, or provision herein contained is held invalid by any Court of competent jurisdiction, the invalidity of the same shall in no way affect any other covenant, condition, or provision herein contained, provided that the validity of any such covenant, condition, or provision does not materially prejudice either LESSOR or LESSEE in its respective rights and obligations contained in the valid covenants, conditions, and provisions of this Agreement. 27 . Attorney' s Fees . In case suit or action is instituted to enforce any of the provisions of this Lease Agreement, the prevailing party therein shall be entitled to attorney' s fees and other sums as may be adjudged reasonable and necessary at trial and on appeal. 28 . Binding on Successors. All terms, covenants, conditions, and provisions of this Agreement shall extend to and bind the successors and assigns of the respective parties hereto. 29. Time of Essence. Time is of the essence of this Lease and of each and every provision thereof. -11- • ' 30 . CEQA. It has been determined that this matter is categorically exempt from the provisions of the California Environmental Quality Act. IN WITNESS WHEREOF, the CITY OF REDDING and THE SHASTA COUNTY ARTS COUNCIL have executed this Lease Agreement in the presence of their respective officers duly authorized in that behalf on the day and year set forth below. CITY OF REDDING Dated January 2, 1990 By: SCOTT CARTER, Mayor THE SHASTA COUNTY ARS COUNCIL Dated December 28 , 1989 Chairman 'of Board of Directors By: ( �(.1/li � i Executive Director ATTEST: ETHEL A. NICHOLS, City Clerk FORM APPROVED: RANDALL A. HAYS, City Attorney -12-