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HomeMy WebLinkAbout _ 4.6(b)--Shasta County Arts Council Funding and Lease Agreements GI �" Y � F � � � ° � � � " � � CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: May 16, 2023 FROM: Kim Niemer, Community ITEM NO. 4.6(b) Services Director ***APPROVED BY*** � �� N,. � � � � � �P � ��� in1 IVi�n er, �ni nit crvle�s irectrar 5;"�/2423 ry ip}�in,Ci ana � �1�/2423 kniemer@cityofredding.org btippin@cityofredding.org SUBJECT: 4.6(b)--Shasta County Arts Council Funding and Lease Agreements Recomrrcendation Approve and authorize the following actions regarding lease and funding agreements with the Shasta County Arts Council: (1) Approve Funding Agreement (G2561) for a four-year term with a total cost of$73,144; (2) Approve Lease Agreement (C-2072) for Old City Hall Arts Center located at 1313 Market Street (Assessor's Parcel Number 101-290-046) for no cost, for the period of July 1, 2023, through June 30, 2027; and (3) Authorize the Mayor to execute both agreements upon adoption of the City of Redding 2023-25 Biennial Budget. Fiscal Impact The financial difference between the Fiscal Year (FY) 2019-23 and FY 2023-27 funding agreements is an increase of $4,179. The proposed FY 2023-27 funding agreement provides direct �nancial assistance in the following amounts: $18,016 in FY 2023-24; $18,016 in FY 2024-25; a three percent increase in FY 2025-26 to $18,556; and $18,556 in FY 2026-27. These amounts will be proposed in the General Fund Biennial Budget request for FY 2023-25 and 2025-27. The lease agreement proposes no cost of rent to be collected from the Shasta County Arts Council (Arts Council); it does require the City of Redding (City) to continue to maintain the facility, including janitorial supplies, at an estimated cost of $35,000 annually, and utilities (exeept telephone) with a not-to-exeeed eost of$20,500 annually. Funding for these expenditures is included in the proposed FY 2023-25 Biennial Budget and will be included in the FY 2025-2'7 Biennial Budget. Report to Redding City Council May 9,2023 Re: 4.6(b)--Shasta CountyArts Council Funding and Lease Agreements Page 2 Alter�native Actzon The City Council could choose to decline to approve the funding and lease agreements with the Arts Council, or provide staff with alternative direction. Further actions might require the Arts Council to relocate and its services to Shasta County residents would be negatively impacted and severely disrupted. Background/Analysis The City and the Arts Council have historically entered into two contractual agreements: a lease agreement for the Old City Hall Arts Center and a funding agreement through which the City provides financial support to the Arts Council. The Arts Council is fulfilling its obligations, under both agreements. The Arts Council is active in the Redding community by meeting with artists or groups to discuss artistic direction, marketing, infrastructure, operational, and funding needs. The Arts Council has supported projects and programs that includes the following: (1) "Voices of the Golden Ghosts" — led by award-winning �lm director, Mark Oliver, the project tells the story of African American miners in Northern California, during the 1852 gold rush. The project consists of a theatrical play and a series of photography exhibitions. (2) Indigenous Peoples' History Day—a celebration of the region's Indigenous Peoples, their traditions, culture, and history. The Indigenous Peoples' History Day Committee is a diverse group of people representing the many tribes whose lands make up modern-day Shasta County and presents an annual celebration festival in October. (3) The High School J�uried Art Competition held in March, which received participants from 13 county high schools; and the Middle School Juried Art Competition, which received works from over 300 middle school students. (4) The Poetry Out Loud program, with �ve local high schools competing to build arts competency and participation throughout Shasta County schools. (5) The annual Redding Cultural Cruise which provides music and art to over 600 attendees. The Redding Cultural District, a state designation awarded to Redding in 2017, continues to contribute to the revitalization efforts of the Downtown core. The Shasta County Arts Council has partnered with several organizations including the City of Redding, VIVA Downtown, The McConnell Foundation, Redding Visitors Bureau, Turtle Bay Exploration Park, and the Shasta Historical Society to continue working on reinforcing the image of Redding as a culturally diverse and vibrant destination not only to out-of-the-area visitors but to new and existing businesses and organizations in Redding. The four-year FY 2023-27 funding and lease agreements will support the activities of the Arts Council by providing: � Annual funding support to the Arts Council starting in the amount of $18,016 and increasing three pereent to $18,556 in FY 2025-26; � No cost lease of the �acilities for Old City Ha11 Arts Center to be used by the Arts Council • Building and grounds maintenance for the Old City Hall Arts Center; � Utility expenses (excluding telephone) for the Old City Hall Arts Center; and Report to Redding City Council May 9,2023 Re: 4.6(b)--Shasta CountyArts Council Funding and LeaseAgreements Page 3 • A City Council-appointed representative to serve on the Board of Directors of the Arts Council. The Shasta County Arts Council plays a valuable role in the community. The 01d City Hall Arts Center provides an affordable venue for many local artists and art organizations. The City's partnership with the Arts Council improves access to the arts and expands the variety of available artistic experiences, thereby greatly enhancing and enriching the lives of Shasta County residents. EnviNonmental Review The adoption of the lease is categorically exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to Section 15301 of Title 14 of the California Code of Regulations. This exemption permits the lease of existing public facilities when there is negligible or no expansion of use. The adoption of this lease does not expand the use of the facility. This funding agreement is not a project within the meaning of CEQA Guidelines Section 15378 and is therefore not subject to CEQA, since it does not have the potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. No further action is required. Council Priority/City Manager Goals • Economic Development — "Facilitate and become a catalyst for economic development in Redding to create jobs, retain current businesses and attract new ones, and encourage investment in the community." Attachments Draft Lease Agreement (G2072) Draft Funding Agreement(C-2561) LEASE THIS LEASE AGREEMENT ("Agreement") is made by and between the CITY OF REDDING, a Municipal Corporation and General Law City ("Lessor"), and THE SHASTA COUNTY ARTS COIJNCIL, a California Non-profit Corporation duly organized and existing under and by virtue of the laws of the State of California("Lessee"}: RECITALS WHEREAS,the City owns real property and premises located at 1313 Market Street including the adjoining outside courtyard area, commonly known as the Old City Hall Arts Center ("Arts Center"; and WHEREAS,Lessee has need for space to carry on its non-profit activities to promote the Arts and act as a catalyst and leader for artistic expression and cultural growth in Shasta County; and WHEREAS, Lessee and Lessor have entered into funding agreements for a number of years by which Lessor, as a municipal corparation and general law city, provides funds to Lessee as a non-profit corporation in partial consideration for Lessee providing specified services in promoting and sponsoring the Arts for the benefit of the citizens of the City of Redding. Concurrent with the execution of this Lease, Lessee and Lessor shall execute a Funding Agreement for the period July 1, 2023, through June 30, 2027; and WHEREAS, Lessee has leased the Old City Hall Arts Center for a multimedia Arts Center since 1986, and wishes to lease the Arts Center, including the outside adjoining courtyard area, for a further term of four(4)years to facilitate its provision of services in promoting and sponsoring the Arts for the benefit of the citizens of the City of Redding; and WHEREAS, the granting of a lease for a four-year term will continue to benefit Lessor and its citizens; and 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 under that certain Funding Agreement between the City of Redding and the Shasta County Arts Council executed concurrently with this Lease ("Funding Agreement"), the parties agree as follows: ' AGREEMENT SECTION 1. TERM A. Lessor, for and in consideration of the covenants, conditions, and agreements herein set forth to be kept and performed by Lessee, does hereby grant, demise, and lease unto I Lessee, subject to all the conditions,covenants,terms,and agreements hereinafter set forth, that building described in Exhibit"A"attached hereto and incorporated herein by reference ' Lease Ag��eement (G2702) ' Old Ciry Hall, Shasta Counry Arts Council 1 (hereinafter called "Premises") for a term of (4) years, commencing July l, 2023, and terminating June 30, 2027. SECTION 2. RENT AND OTHER CHARGES A. Lessee shall pay no rent to Lessor. The Lessor and Lessee acknowledge that the open market rent shall be waived in exchange for Lessee's providing cultural services and activities in the community, and supervision of public viewing hours for the Old City Hall art gallery of at least twenty(20) hours per week. B. Lessee shall charge fees for the use of the Arts Center commensurate with Lessee's costs for maintaining and administering the use of the Premises. SECTION 3. UTILITIES A. Lessee shall be responsible for telephone utilities, utility expenses in excess of$20,481 annually, security of the Premises,janitorial maintenance in connection with the cleanup needed after each event, program administration, and office furniture. Lessee will provide quarterly utility reports to Lessor. If Lessee becomes aware of any condition of the Premises which Lessee believes requires the attention of the Lessor, Lessee shall inform the Director of Community Services of Lessor of the condition. B. Lessor shall provide and pay all costs of utility services (excluding telephone), up to a maximum of$20,500 annually, as well as the janitorial services included within the City's janitorial services contract. SECTION 4. TAXES A. Lessee shall pay promptly any taxes assessed against its personal property, and any possessory interest tax levied by reason of its occupancy of the subject Premises and the improvements constructed thereon. B. Lessee covenants and agrees to pay any and all taxes which may be levied and assessed against the leased Premises, in addition to the rental payments herein provided. Pursuant to Revenue & Taxation Code section 107.6, Lessee is advised that his Lease may create a possessory interest subject to taxation. Provided, however, that Lessee shall not be liable for increases in real property taxes that result from changes in ownership of the Premises. For the purposes of the Lease Agreement, "change in ownership" has the same definition as in California Revenue and Taxation Code sections 60-62, or any amendments or successor statutes to those sections. Lessor shall not resist Lessee's challenge of nor appeal of property tax assessments or valuations. Any property taxes payable for the current year shall be prorated as of the date on which this Lease Agreement term commences. Lease Agreement (C-2702) Old City Hall, Shasta County Arts Council 2 SECTION 5. USE OF PREMISES A. The premises shall be used by Lessee located at 1313 Market Street, commonly known as the Old City Hall Arts Center,and described in Exhibit A,attached hereto and incorporated by reference herein, and depicted in Exhibit B, attached hereto and incorporated by reference herein, ("Premises"). B. In consideration for this Lease, Lessee shall maintain and operate the Arts Center and grounds for purposes consistent with the operation and maintenance of a publicly-owned multi-media Arts Center, and for the benefit of non-profit cultural groups of Shasta County, by presenting performing artists, vocalists, lectures by professional artists, musicians, sculptors, and graphic artists. C. If Lessee becomes aware of any condition of the Premises which Lessee believes requires the attention of the Lessor, Lessee shall inform the Director of Community Services of Lessor of the condition. SECTION 6. HOURS A. Lessee shall be responsible far ensuring that the Arts Center is open to the public a minimum of twenty(20) hours per week. SECTION 7. COMPLIANCE WITH LAW A. 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 said leased Premises. Except that Lessee shall not be obligated to comply with any that requires alterations, maintenance, or restoration to the Premises, unless the alterations, maintenance, or restoration are required as a result of Lessee's particular and specific use of the Premises at the time. Lessor shall make any alterations,maintenance, ar restoration to the Premises required by such laws that Lessee is obligated to make. 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 Agreement to immediate termination at the option of Lessor. SECTION 8. WASTE; QUIET CONDUCT A. Lessee shall not commit or suffer to be committed any waste upon the Premises, nor any nuisance or other act or thing which may disturb the quiet enjoyment of adjoining property. Lease Agreement (G2702) ' Old City Hall, Shasta County Arts Council 3 SECTION 9. MAINTENANCE A. By entry hereunder,Lessee accepts the Premises as being in good condition and repair,and shall, upon termination of this Lease Agreement or earlier cancellation thereof, leave said Premises in as good a condition and repair as the same are now, reasonable use and wear thereof excepted. B. Lessee shall at all times keep its building and improvements in a safe, clean, neat, and sanitary condition, and shall comply with all laws, ordinances, and regulations pertaining to health and safety. C. Except as otherwise specifically provided in this Lease, Lessor covenants and agrees to the maintenance and monitoring of a fire alarm and elevator within the building. SECTION 10. NATIONAL REGISTER OF HISTORIC PLACES A. Lessee understands that the 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 in or on the 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 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. SECTION 11. MECHANICS' LIENS A. Lessee shall keep the Premises and the property on which the Premises is situated free from any liens arising out of any work performed,material furnished, or obligations incurred by Lessee. SECTION 12. RIGHT OF ENTRY A. Lessor and its authorized officers, agents, employees, volunteers, contractors, subcontractors and other representatives shall have the right to enter the Premises for any purpose, including, but not limited to, the following purposes: l. To inspect the Premises at reasonable intervals during regular business hours(or at any time in case of an emergency} to determine whether Lessee has complied with or is complying with the terms and conditions of this Lease; 2. To make repairs, additions or alterations as may be necessary or convenient for the conduct, safety, improvement or preservation of the Premises; 3. For maintenance, custodial services or security purposes; 4. For emergency purposes; and 5. In the exercise of Lessor's police power. Lease Agreement (C-2702) Old Ciry Hc�ll, Shasta County Arts Council 4 B. No entry by or on behalf of Lessor of the Premise shall cause or constitute a termination of this Lease, or be deemed to constitute an interference with Lessee's possession or use thereof. SECTION 13. PROPERTY OF LESSEE A. Fixtures, equipment, and personal property of Lessee shall be removed by Lessee within a reasonable time after termination or earlier cancellation of this Lease Agreement; provided, however, that any fixtures which cannot be removed without damaging said Premises shall become the property of Lessor. SECTION 14. HOLD HARMLESS; INSURANCE A. This Lease Agreement is granted upon the express condition that Lessor, its officers, agents, and employees, shall be free from any and all liability, including fines and penalties, and claims for damages for personal injury, death, or property damage in any way connected with Lessee's use of the Premises hereunder leased, including claims of Lessee, its officers, agents, employees, members, or invitees. Lessee shall indemnify and save harmless Lessor, 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 Lessee or its officers, agents, employees,members, or invitees. B. Unless modified in writing by City's Risk Manager, Lessee shall maintain the following noted insurance during the duration of the Contract: Covera�e Repuired Not Repuired Commercial General Liability X Comprehensive Vehicle Liability X Workers' Compensation and Employers' Liability X Professional Liability (Errors and Omissions) X C. Coverage shall be at least as broad as: 1. Insurance Services Office forrn number CG-0001, Commercial General Liability Insurance, in an amount not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury, personal injury and property damage; 2. Insurance Services Office form number CA-0001 (Ed. 1/87), Comprehensive Automobile Lease Agreement (G2702) Old City Hall, Shczsta County Arts Coz�nciZ 5 ' Liability Insurance,which provides for total limits of not less than$1,000,000 combined single limits per accident applicable to all owned, non-owned and hired vehicles; 3. Statutory Workers' Compensation required by the Labor Code of the State of California and Employers' Liability Insurance in an amount not less than $1,000,000 per occurrence. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers; 4. Professional Liability (Errors and Omissions) Insurance, appropriate to Lessee's profession, against loss due to error or omission ar malpractice in an amount not less than $1,000,000. 5. The City does not accept insurance certificates or endorsements with the wording "but only in the event of a named insured's sole negligence" or any other verbiage limiting the insured's insurance responsibility. D. In addition,Lessee shall procure and maintain from a company authorized to do business in the State of California,and its sole cost and expense and at all times during the term of this Lease Agreement, fire insurance on the existing building, and structures to be erected on the Premises, to the full insurable value thereof, with the City of Redding named as loss payee. Lessee shall furnish to the Risk Manager of Lessor,to be approved by him prior to the commencement of the term thereof, a Certificate of insurance showing that this insurance coverage is in effect. The Certificate shall guarantee Lessor at least ten (10) days written notice of cancellation or reduction in coverage. E. It is further understood and agreed as a condition of this Lease Agreement that should Lessee hire an employee or employees,it will provide workers' compensation insurance on its employees as required by the Labor code, and shall furnish Lessor with a Certificate evidencing such insurance. To obtain an exemption from this requirement should Lessee have no employees, Lessor 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. SECTION 15. ASSIGNMENT; SUBLETTING A. Lessee shall not voluntarily assign or encumber Lessee's interest in this Lease or in the Premises, or sublease all or any part of the Premises, or allow any other person or entity (except Lessee's authorized representatives) to occupy or use all or any part of the Premises, without first obtaining Lessor's prior written consent. Any assignment, encumbrance, or sublease without Lessor's consent shall be voidable and, at the sole election of Lessor, shall constitute a default of this Lease. No consent to any assignment, encumbrance, or sublease, shall constitute a further waiver of the provisions of this paragraph. The normal use of the Premises as set forth in paragraph 3 of this Lease for Lease Agreement (C-2702) Old City Hc�ll, Shasta Counly Arts Council 6 performances, classes, lectures, et cetera, shall not be deemed a sublease in the context of this paragraph. SECTION 16. INSPECTION AND NOTICE A. Insofar as the same may be necessary for the protection of Lessor's rights, Lessor or its agents shall during normal business hours of Lessee have the right to go upon and inspect the ground area and improvements hereby leased and any and every structure or improvement erected or constructed or in the course of being erected or constructed, repaired, added to,rebuilt,or restored thereon;and also to serve, or to post and keep posted thereon, or any part thereof, any notices provided in Section 1183.1 of the Code of Civil Procedure of the State of California, or any other section of the Code of Civil Procedure of the State of California, or any other notice or notices that rnay at any time be required or permitted by law. SECTION 17. MATERIAL BREACH A. Upon written notice from Lessor to Lessee that Lessee is committing a material breach of a term, covenant, or condition of this Lease Agreement, Lessee shall forthwith cure such breach. In the event that Lessee has not cured such breach within thirty(30)days following the date of mailing such written notice thereof to Lessee by Lessor, Lessor shall have the right to enter and take over the demised Premises and exclude Lessee therefrom. SECTION 18. WAIVER A. No delay or failure by any party to exercise any right,power, or remedy with regard to any breach or default by such party under this Lease Agreement, or to insist upon strict performance of any of the provisions hereof, shall impair any right, power, or remedy of such party, and shall not be construed to be a waiver of any breach or default of the same or any other provision of this Agreement. The waiver by Lessor of any breach or default of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant,or condition,or any subsequent breach of the same,or any other term, covenant, or condition herein contained. SECTION 19. DEFAULT A. If Lessee shall be in arrears in the payment of rent for thirty (30) days or more, or if the transfer or assignment,voluntarily or involuntarily, of this Lease Agreement or any interest therein is attempted, except as herein provided, or if Lessee violates or neglects or fails to keep, observe, and perform any of the covenants, promises, or conditions herein contained which are on its part to be kept, observed, and performed, Lessor may, at its election, give Lessee written notice of such default. If such default shall continue for thirty(30)days, and Lessee has failed to commence good faith efforts to cure such default within said period and diligently prosecute the same to completion, Lessor shall have the right at any time ' thereafter and while such neglect or default continues to enter into or upon said Premises, or any part thereof, and repossess the same, including all buildings and improvements Lease Agreement (G2702) Old Ciry Hall, Shasta Coatnty Arts Council � ' thereon, and expel Lessee and those claiming under Lessee, and remove their effects, forcibly if necessary,without prejudice to any remedies which might otherwise be invoked by Lessor. SECTION 20. BANKRUPTCY OR INSOLVENCY A. If Lessee shall be adjudged bankrupt, either by voluntary or involuntary proceedings, or should be the subject of any proceedings to stay the enforcement of obligations against it in the form of reorganization or otherwise under and pursuant to any existing or future laws of the Congress of the United States, or if Lessee shall discontinue business or fail in business, or abandon or vacate said real property, or make an assignment for the benefit of creditors, or if said real property should come into possession and control of any trustee in bankruptcy, or if any receiver should be appointed in any action or proceeding with power to charge, possession, control, or care of said property, Lessor shall have the option to forthwith terminate this Lease Agreement, and re-enter the property and take possession thereo£ In no event shall this Lease Agreement be deemed an asset of Lessee after adjudication in bankruptcy. SECTION 21. CANCELLATION A. This Lease Agreement may be cancelled by either party at any time upon giving proper written notice twelve (12) months in advance of such cancellation. SECTION 22. SURRENDER A. At the termination of this Lease Agreement by lapse of time or otherwise, Lessee shall surrender possession of the Premises to Lessor; deliver all keys to the Premises and all locks therein to Lessor; make known to Lessor the combination of all combination locks in the Premises; and return the Premises and all equipment and fixtures of Lessor therein to Lessor in broom-clean condition and in as good a condition as when Lessee originally took possession, ordinary wear and tear excepted, failing which Lessor may restore the Premises and such equipment and fixtures to such condition and Lessee shall pay the cost thereof to Lessor on demand. SECTION 23. ADMINISTRATION BY LESSOR A. Whenever Lessee is required to secure the approval or consent of Lessor under this Lease Agreement, "Lessor" shall mean the City Manager of the City of Redding. However, at the option of the City Manager of Lessor, or the Lessee, any such requested approvals or consents may be referred to the City Council of the City of Redding, whose decision thereon shall be final. SECTION 24. ENTIRE AGREEMENT A. This Lease Agreement 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 in writing. Lease Agreement (G2702) Old City Hall, Shastn County AYts Council g SECTION 25. INVALID PROVISIONS A. 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. SECTION 26. NOTICES A. 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 with postage prepaid, certified mail, addressed as follows: LESSEE: LESSOR: Shasta County Arts Council City of Redding Attn: Executive Director Attn: Community Services Director 1313 Market Street 777 Cypress Avenue, 2nd Floor Redding, California 96001 Redding, California 96001 Either party may change its address for the purposes of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. SECTION 27. HEADINGS,REFERENCE,AND JOINT AND SEVERAL LIABILITY A. The titles and headings of the various sections of this Agreement are intended solely for convenience of reference and are not intended to explain,modify ar place any construction on any of the provisions of this Agreement. Masculine, feminine and the neutral gender and the singular and the plural number shall each be considered to include the other whenever the context so requires. If either party consists of more than one person or entity, each such person or entity shall be jointly and severally liable. SECTION 28. NO PARTY DEEMED DRAFTER A. In the event of a dispute between any of the parties to this Agreement over the meaning of this Agreement,no party shall be deemed to have been the drafter hereof, and the principle of law set forth in Civil Code §1654 that contracts are to be construed against the drafter shall not apply. SECTION 29. CALIFORNIA LAW A. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. Lease Agreement (G2702) ' Old Ciry Hall, Shasta County Arts Council 9 SECTION 30. SEVERABILITY A. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal. SECTION 31. ATTORNEY'S FEES A. 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. SECTION 32. BINDING ON SUCCESSORS A. All terms, covenants, and conditions herein contained shall extend to and bind the successors and assigns of the respective parties hereto. SECTION 33. TIME OF ESSENCE A. Time is of the essence of this Lease Agreement and of each and every provision thereof. SECTION 34. CEQA A. It has been determined that this matter is categorically exempt from the provisions of the California Environmental Quality Act. SECTION 35. AUTHORIZATION A. The City Manager is hereby authorized to make any amendments to this Lease as is necessary to effectuate its intent. Lease Agreement (C-2702) Olcl City Hall, Shasta County Arts Cotancil 10 IN WITNESS WHE OF, the partres hereto have executed this Lease in the presence of their respective officers duly authorized in that behalf on the days and year set farth below. CITY QF DDING, A Municipal Corparation I)ated: ,2023 By, MTCHAEL DACQUISTt�, Mayor ATTEST; APPROVED AS TO FC1► . BARRY E, DEWALT, City Attorney PAMELA MIZE, City Clerk By; BA Y E. DEWALT THE SIiASTA COUNTY ARTS CQUNCIL A non-pro�it caxporatian Dated: ,2023 Bye DAVID MOO ,President r._�w� .. Dated� ,2023 � ;��' ��� �-.� ��. , By: NA�CY�HILL,Executive I)irector Taxpayer ID No.: Lease Agr-eement (C-27D2) Old City Hall, Shasta Caunty Arts Cozancil 11 Exhibit A ALL THAT REAL PROPERTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: ALL THAT PORTION OF LOTS 11 AND 12, BLOCK 15, OLD PLATS, PAGE 55, WITHIN SECTION 11 OF THE P.B. READING GR.ANT, CONTAINING 1400 SQUARE FEET. Lease Agreement (C-2702) Old City Hc�ll, Shasta County Arts Council 12 Exhibit B Locatian Map Parcel Information: APN 101-290-46 Address: 1313 Market Street, Redding, CA 96001 Owner: City of Redding, 777 Cypress Avenue, Redding, CA 96001 izto izea �„/�� � Vi � 1259 �1 1;25 12fi0 '1 ` J 13T3 � 1333 `` � 1325 }t gi F I f? yhag� S tation r^"' t317 qd uer Cify � 1)72 H�i ttI4 t � ,iaa � usn .-�"..-�' rzs � �za� 1 1359 1 ,�.s � uze � �t t � �5 � : �� 133p � �� , 131: 5 i, ��,.:.: i 1� ll� � �. f335 ,� �sa n;a t�, A �aan �g�am�qt l�. 124a ` tA4S t,#�3 � . � � 735a. �'L � 1550 . . '�� � y . UBO � : - � I358 �� � t307 t}�g ` ti00 1315 ta2: raao �rn u25 . /'1= , . � 1357 tAtd .. : � � � � q27 . . � 73d1 .,pZ . . i e5 � ti01 {i10 . . � . 1dit. . .. . . � . . 1d2� � . } 7a07 t� , tit7 � Nd�^ a � �...�M���� . # ��� Lease Agreement (G2702) Old Ciry Hall, Shasta Coacnty Arts Council 13 ' FUNDING AGREEMENT THIS AGREEMENT is made and entered into by and between the CITY OF REDDING, a Municipal Corporation and General Law City ("City"), and THE SHASTA COLTNTY ARTS COtTNCIL, a Non-profit Corporation duly organized and existing under and by virtue of the laws of the State of California("Arts Council"): RECITALS A. The City Council of the 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. B. The City has no organized means of its own for conducting the systematic expenditure of funds for the promotion and sponsorship of the Arts for the benefit of the citizens of the City of Redding. C. The Arts Council,with its large number of inembers,artists, and supporters is dedicated to serving the best interests of the City and is well able to promote and involve the community in the Arts, through which the City and its citizens benefit. D. The Arts Council has leased the Old City Hall Arts Center for a multi-media Arts Center since 1986, and, concurrent with the execution of this Agreement, the City and the Arts Council shall execute a Lease for the Old City Hall Arts Center for a four-year term from July 1, 2023, through June 30, 2027 (Lease). AGREEMENT SECTION l. TERM A. The term of this Funding Agreement ("Agreement") shall commence July 1, 2023, or on the date the Arts Council submits a budget summary statement of its projected income and expenses during the term hereof to the City's Finance Officer, whichever date is later, and shall terminate at midnight, June 30, 2027. SECTION 2. ARTS COUNCIL BOARD OF DIRECTORS A. As a condition of this Agreement, the City Council may appoint a member to the Board of Directors of the Arts Council and a city staff person may serve as an ex-officio board member. 1 SECTION 3. SERVICES TO BE PROVIDED BY THE ARTS COUNCIL A. During the term of this Agreement, the Arts Council agrees to: 1. Involve the community in the Arts by acting as a catalyst and leader for artistic expression and cultural growth in Shasta County; 2. Continue its efforts in providing Arts representation on committees and participation in City-wide events; 3. Work cooperatively for Arts promotion and advocacy; 4. Reach more citizens with the Arts; 5. Maintain the Old City Hall Arts Center as a focal point in this area, an asset to the community by its historical significance and contribution to the quality of life,with a continual variety of art exhibits, concerts, theatrical performances and art events taking place therein; and 6. Be responsible for making the Old City Hall Arts Center open to the public a minimum of twenty (20) hours per week. SECTION 4. FUNDING AND ASSISTANCE BY THE CITY A. To partially offset the costs of the Arts Council in performing in the Redding Area the services set forth in Section 3 of this Agreement,the City agrees to pay the Arts Council the following for each tiscal year: 1. FY 2023-24, eighteen thousand and sixteen dollars ($18,016.00) in two payments of nine thousand and eight dollars ($9,008.00) on July 1 and January 1. 2. FY 2024-25, eighteen thousand and sixteen dollars ($18,016.00) in two payments of nine thousand and eight dollars ($9,008.00) on July 1 and January 1. 3. FY 2025-26, eighteen thousand five hundred and fifty-six dollars ($18,556.00) in two payments of nine thousand two hundred and seventy-eight dollars ($9,278.00) on July 1 and January 1. 4. FY 2026-27, to pay a sum of eighteen thousand five hundred and fifty-six dollars ($18,556.00) in two payments of nine thousand two hundred and seventy-eight dollars ($9,278.00) on July 1 and January 1. B. Any funds paid by the City to the Arts Council shall be used solely for the Arts Council's costs in providing the services set forth in Section 3 of this Agreement. C. This provision for funding from the City is a one-time-only grant, and does not constitute a commitment or intent of the City to provide future funding or assistance. 2 D. If, upon the completion of the term of this Agreement, funds advanced by the City to the Arts Council remain unexpended, the Arts Council shall return the unexpended funds to the City's Finance Director in writing within thirty (30) calendar days after the expiration of the term hereof, or make a request to the City's Finance Director in writing to retain said funds. The request, which shall be acted upon by the City's Finance Director, must be received by the City's Finance Director no later than thirty (30) calendar days after the expiration of the term hereof. SECTION 5. FUNDING AND ASSISTANCE FROM OTHER SOURCES A. The Arts Council shall seek and obtain additional contributions, donations, grants and subsidies from federal, state and county governments; residents af the community; memberships; and any other appropriate sources. B. The patrons and board members of the Arts Council and other individuals shall, individually and from time-to-time, donate their services under the direction of the president of the board to assist as volunteers in the functioning of the multi-media Old City Hall Arts Center. SECTION 6. RECORDS A. The Arts Council shall keep a full and complete account of funds received from all sources, and shall make this available to the City upon request. B. On or before June 30 of each year of the Agreement, the Arts Council shall submit the following to the City relating to its operations during the term hereof: 1. A budget summary statement of its actual income and expenses; 2. A statement outlining how it utilized the grant funds provided by the City; and 3. A report concerning the activities and events of the Arts Council relative to meeting the goals and services to be performed pursuant to this Agreement. SECTION 7. INDEMNIFICATION A. The Arts Council shall indemnify and defend the City and its elected officials, officers, employees, agents and volunteers, and members of the Community Services Advisory Commission, against and hold them harmless from any and all claims, losses, damages, and liability for damages, including attorney's fees and other costs of defense incurred by the City, whether for damage to or loss of property or injury to or death of persons, including properties of the City and injury to or death of the City's elected officials, officers, employees, agents and volunteers, and members of the Community Services Advisory Commission, arising out of, or resulting from, the services to be performed hereunder by the Arts Council or from the actions of the Arts Council's officials, officers, employees, agents, volunteers and invitees, unless such damage, loss, injury or death is caused by the sole negligence of the City. 3 SECTION 8. HOLD HARMLESS; INSURANCE A. The Arts Council shall procure and maintain, for the term of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the services to be provided hereunder by the Arts Council. The cost of such insurance shall be borne by the Arts Council. B. Unless modified in writing by City's Risk Manager, Lessee shall maintain the following noted insurance during the duration of the Contract: Covera�e Required Not Required Commercial General Liability X Comprehensive Vehicle Liability X Workers' Compensation and Employers' Liability X Professional Liability (Errors and Omissions) X C. Coverage shall be at least as broad as: 1. Insurance Services Office form number CG-0001, Commercial General Liability Insurance, in an amount not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury, personal injury and property damage; 2. Insurance Services Office form number CA-0001 (Ed. 1/87), Comprehensive Automobile Liability Insurance, which provides for total limits of not less than $1,000,000 combined single limits per accident applicable to all owned, non-owned and hired vehicles; 3. Statutory Workers' Compensation required by the Labor Code of the State of California and Employers' Liability Insurance in an amount not less than $1,000,000 per occurrence. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers; 4. Professional Liability (Errors and Omissions) Insurance, appropriate to Lessee's profession, against loss due to error or omission or malpractice in an amount not less than$1,000,000. 5. The City does not accept insurance certificates or endorsements with the wording "but only in the event of a named insured's sole negligence" or any other verbiage limiting the insured's insurance responsibility. 4 SECTION 9. COMPLIANCE WITH LAW A. The Arts Council covenants and agrees to comply with all statutes, laws, ordinances, regulations, orders,judgments, decrees, directions, and requirements of the City, and of all federal, state, county and city authorities now or hereafter in force, applicable to the services to be provided hereunder or pertaining to a nonprofit corporation incorparated under the laws of the State of California, and shall secure at its full cost and expense any and all permits,applications or other requirements in connection therewith. The judgment ofany Court of competent jurisdiction or the admission of the Arts Council in any action or proceeding against the Arts Council, whether the City be a party thereto or not, that the Arts Council has violated any such ordinance or statute shall be conclusive of the fact as between the City and the Arts Council and shall subject this Agreement to immediate termination at the option of the City. SECTION 10. ASSIGNMENT OR SUBCONTRACTING A. The Arts Council shall not assign, subcontract or otherwise transfer this Agreement or any interest therein without first securing the written approval of the City. SECTION 11. FINANCIAL INTEREST A. No member of the City Council or of any City board or commission, and no officer or employee of the City, shall be or become, directly or indirectly, financially interested in this Agreement or the services to be performed by the Arts Council. SECTION 12. STATUS A. In carrying out the terms of this Agreement,the Arts Council is an independent contractor, and nothing in this Agreement is intended nor shall be construed to create an employer-employee relationship or a joint venture relationship between the City and the Arts Council. SECTION 13. WAIVER A. A waiver of any party of any provision or a breach of this Agreement must be provided in writing and shall not be construed as a waiver of any other provision or any succeeding breach of the same or any other provision herein. SECTION 14. DEFAULT ; A. The Arts Council's failure to perform any provision of this Agreement, if the failure to perform is not cured within thirty(30)calendar days after notice has been given to the Arts Council, shall constitute a default of this Agreement. If the default cannot be reasonably cured within thirty (30) calendar days, the Arts Council shall not be in default of this Agreement if the Arts Council commences to cure the default within the thirty (30) calendar day period and diligently and in good faith continues to cure the default. B. Notices given under this section shall specify the alleged default and the applicable 5 provisions of this Agreement, and shall demand that the Arts Council perform the provisions of this Agreement within the thirty (30) day period. C. Upon any default of this Agreement, the City, at the City's sole discretion, may terminate this Agreement. Any funds provided to the Arts Council by the City pursuant to Section 4 of this Agreement which are not expended at the time of the default shall be immediately returned to the City. In such event, the Arts Council shall also immediately provide to the City the records required by section 6 of this Agreement. SECTION 15. CANCELLATION A. Notwithstanding Section 14,this Agreement may be canceled by either party without cause by giving the other party notice of such cancellation thirty (30} calendar days prior to the date of cancellation. All provisions of this Agreement shall remain in full force and effect during such 30-day period. In the event of a cancellation, Association shall, no later than 30 days after the cancellation, refund to City any funds advanced to Association by City which have not been committed by Association for expenditure by contractual obligation. SECTION 16. NOTICES A. All notices and other communications authorized or required under this Agreement shall be in writing and shall be given by (a) personal delivery, (b) mailing by first class mail, postage prepaid, or (c) delivery by commercially recognized courier service. Any such notice or other communication shall be deemed to have been given on the date of delivery or refusal to accept delivery if addressed as follows: Shasta County Arts Council City of Redding Attn: Executive Director Attn: Community Services Director 1313 Market Street 777 Cypress Avenue, 2nd Floor Redding, California 96001 Redding, California 96001 Either party may change its address for the purposes of this section by giving written notice of such change to the other party in the manner provided in this section. SECTION 17. ENTIRE AGREEMENT AND MODIFICATION OR AMENDMENT A. This Agreement contains all the representations and the entire understanding and agreement between the parties pertaining to the City's provision of funds to the Arts Council. Except for the Lease, all correspondence, memoranda, or oral or written agreements pertaining to the City's provision of funds to the Arts Council, or any of the parties hereto, which originated before the date of this Agreement are null, void and no longer in force and with no effect, and are replaced in total with this Agreement unless otherwise expressly stated in this Agreement. This Agreement shall not be altered, amended or modified except by a writing signed by the City and the Arts Council. SECTION 18. HEADINGS, REFERENCE,AND JOINT AND SEVERAL LIABILITY A. The titles and headings of the various sections of this Agreement are intended solely for 6 convenience of reference and are not intended to explain,modify or place any construction on any of the provisions of this Agreement. Masculine, feminine and the neutral gender and the singular and the plural number shall each be considered to include the other whenever the context so requires. If either party consists of more than one person or entity, each such person or entity shall be jointly and severally liable. SECTION 19. NO PARTY DEEMED DRAFTER A. In the event of a dispute between any of the parties to this Agreement over the meaning of this Agreement, no party shall be deemed to have been the drafter hereof,and the principle of law set forth in Civil Code §1654 that contracts are to be construed against the drafter shall not apply. SECTION 20. CALIFORNIA LAW A. This Agreement shall be construed and interpreted in accordance with the laws of the State of California. SECTION 21. SEVERABILITY A. The unenforceability, invalidity or illegality of any provision shall not render the other provisions unenforceable, invalid or illegal SECTION 22. ATTORNEYS' FEES A. 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. SECTION 23. BINDING ON SUCCESSORS A. Subject to the provisions in this Agreement respecting assignment or subcontracting, all covenants, terms and conditions in this Agreement shall extend to and bind the successors and assigns of the respective parties to this Agreement. SECTION 24. TIME OF ESSENCE A. Time is of the essence of this Agreement and of each and every provision in this Agreement. SECTION 25. CEQA A. It has been determined that this matter is categorically exempt from the provisions of the California Environmental Quality Act. 7 SECTION 26. AUTHORIZATION A. The City Manager is hereby authorized to make any amendments to this Lease as is necessary to effectuate its intent. 8 IN WITNESS E QF, the parties hereto have executed this Lease in the presence of their respective officers duly authorized in that behalf on the days and year set forth below. CITY QF DDING, A Municipal Corporation • Dated. , 2023 By: MICHAEL DACQUISTU,Mayor ATTESTr APPROVED AS TQ Ft} . BA Y E. LIeWALT, City Attarney PAMELA MIZE, CYty Clerk By: Bariy E. I7�e�VValt T S STA COUNTY ARTS COUNGIL A nan-profit corporation Dated: ./`� ,2023 �y: DAVID MOORE,President , ��� � .:� �c'*" ,� � _o.-_-_--� ., ���� � D�ted: � �;� x � , ��n. ��.��� By: NANCY HILL,Executive DYrectar Taxpayer ID No.; 9