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HomeMy WebLinkAboutContracts & Agreements_186-2020RTF Rental Use Agreement.FY20-0027 RENTAL AND USE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS AND REDLANDS THEATRE FESTIVAL This Rental and Use Agreement (` Agreement") is made and entered into this 1st day of September, 2020 (the `Effective Date"), by and between the City of Redlands, a municipal corporation (hereinafter `City") and the Redlands Theatre Festival, a non-profit organization (hereinafter `RTF"). City and RTF are sometimes individually referred to herein as a `Party' and, together, as the `Parties. RECITALS WHEREAS, City is the owner of a building within the City of Redlands at 1352 Prospect Drive and is commonly known as 'the Carriage house; and WHEREAS, RTF desires to utilize certain storage areas within the Carriage House; and WHEREAS, City and RTF have entered into that prior Rental Agreement dated October 7 2014, and desire to enter into this new Rental Agreement to set forth terns and conditions under which City will rent certain storage areas in the Carriage House to RTF NOW THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and Redlands Theatre Festival agree as follows: AGREEMENT Section 1. Premises. City hereby rents to RTF storage areas within that certain real property located at Prospect Park in the City of Redlands commonly known as the Carriage House, such storage areas being the garage and unfinished basement in the Carriage House (the `Premises"). The Premises are more particularly shown in Exhibit A, attached hereto and incorporated herein by this reference. Section 2. Term. Unless terminated earlier as provided for herein, this Agreement shall be for a term of two (2) years (the `Initial Term") commencing on its Effective Date. Section 3. Rent. RTF shall pay City rent in the sum of one dollar ($1) per year for use and occupancy of the Premises. The first year s rent payment shall be paid within ten (10) days of the Effective Date of this Agreement. Subsequently the rent shall be payable on or before the anniversary date of the Effective Date each year during the Initial Term and Extended Term of this Agreement at the office of the Revenue Division at 35 Cajon Street, Suite 15 B, Redlands, California 92373 Section 4. Use of Premises. A. During the Initial Term of this Agreement, and any Extended Tenn, the Premises shall be used by RTF for the storage of costumes and a vehicle (shuttle) used for the 1 L:\ca\djm\Agreements\Redlands Theatre Festival Rental Use Agieement.FY20-0027.doc.jn RTF Rental Use Agreement.FY20-0027 performances conducted at the Sewell Theater. No other use of the Premises is pennitted without the prior written consent of City B. RTF may utilize the Carriage House Hall up to ten tunes per year for use of their non-profit events. In addition RTF may utilize the Carriage House Hall up to ten times per year at no cost for other events as approved by the City Scheduling of such events shall be made 45 days in advance to the City to avoid conflicts for third party bookings and rental of the facility C. RTF may hold third party bookings for the following events that were scheduled under the previous agreement dated October 7 2014 The third party booking are listed below with dates and time: October 3, 2020 All day October 23, 2020 All day October 31, 2020 All day November 21, 2020 All day November 28, 2020 All day March 7 2021 All day May 8, 2021 All day October 16, 2021 All day Section 5. Alterations and Repairs. RTF accepts the Premises, as well as all improvements located thereon, in their `as -is' condition as of the Effective Date of this Agreement, without any warranty express or implied. Section 6. Maintenance of Premises. RTF shall, at its own cost, maintain the Premises and all improvements therein in good order and repair, present condition and reasonable wear and tear excepted, except as provided in Subsection A. below City shall have the right to enter the Premises, at reasonable times, for inspection and maintenance purposes. Should an inspection disclose the need for maintenance or repairs, City shall provide RTF with written notice of the items requiring repair or maintenance. If action is not taken on such items by RTF within sixty (60) days from the provision of such notice, City may enter the Premises and take whatever action is necessary to perform such maintenance or repairs at RTF's expense. RTF shall also be responsible for any costs of any repairs to the structural elements of the Premises caused by RTF's or its employees' agents' and invitees' actions during the term of this Agreement. A. City shall be responsible for maintenance and repair of all of the structural elements and the plumbing systems of the Premises. `Structural Elements' shall include the roof, gutters, downspouts, walls, doors, windows, stairs, structural supports and foundation of the Premises. City shall be responsible for the repair of and maintenance of the Premises and all improvements in good order and repair. City shall be responsible for the repair of any damages and wear and tear to the Premises arising from any third party bookings under Subsection 4. B. 2 L:\ea\djm\Agreements\Redlands Theatre Festival Rental Use Agreement.FY20-0027 dec.jn RTF Rental Use Agreement.FY20-0027 B. On the expiration or earlier termination of this Agreement, RTF shall promptly surrender and deliver the Premises to City in as good condition as the Premises are in on the Effective date of this Agreement, excluding reasonable wear and tear. Section 7. Improvements. A. RTF shall not make any improvements to the Premises without the prior written consent of City except that, after making reasonable attempts to contact City for its approval, RTF may undertake minor maintenance and repairs to the Premises which RTF determines are immediately necessary to protect against injury to persons or property Within three days of performing any minor maintenance or repairs not verbally approved by City RTF shall provide written notification to City of the same. All RTF proposals for improvements shall be submitted in writing to City for its consideration and prior approval. City shall approve or disapprove such proposals within twenty (20) days of their submission. With the prior written consent of City RTF may enter into contracts and agreements for improvement work to be performed by contractors. RTF shall have the right to remove all improvements made by it to the Premises provided such removal results in no damage to the Premises. Improvements not removed by RTF shall, on expiration or earlier termination of this Agreement, remain on the Premises and become the property of City Section 8. Indemnity. A. RTF shall defend, indemnify and hold harmless City and its elected officials, officers and employees, from and against any and all liability resulting from the RTF's negligent acts or omissions, and intentional wrongful acts of RTF and its agents and employees and invitees, during RTF's occupation and use of the Premises during the term of this Agreement. B. City shall defend, indemnify and hold harmless RTF its officers, directors and employees from and against any and all liability resulting from the City's negligent acts or omissions, and intentional wrongful acts of City and its agents and employees during RTF's occupation and use of the Premises during the term of this Agreement. Section 9. Public Liability and Property Damage Insurance. RTF shall maintain, at its own cost for the Initial Term or Extended Term of this Agreement, public liability insurance in the amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, issued by an insurance company acceptable to City RTF shall provide City with a renewed certificate of insurance and endorsements showing City as an additional insured on the policy prior to RTF's use and occupancy of the Premises. Such insurance shall be primary with respect to City and non-contributory to any insurance or self- insurance maintained by City The policy shall require that before amending or canceling the policy the issuing insurance company shall give City at least thirty (30) days prior written notice. City and RTF acknowledge and agree that the insurance required of RTF is subject to annual review by City and subject to increases in the amount and scope of coverage, as reasonably determined by City 3 L:\ca\djm\Agreements\Redlands Theatre Festival Rental Use Agreement.FY20-0027.docjn RTF Rental Use Agreement.FY20-0027 Section 10. Assignment of Rights. RTF shall not encumber, assign, sublease or otherwise transfer this Agreement, or any right or interest therein, without the prior written consent of City Any such encumbrance, assignment, sublease or transfer without such prior consent of City shall constitute an immediate breach of this Agreement and may at the sole discretion of City result in the immediate termination of this Agreement. Section 11. Attorneys' Fees. In the event any action is commenced to enforce or interpret the terms or conditions of this Agreement, the prevailing party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party Section 12. Property Insurance. RTF shall, at its own cost, maintain an insurance policy issued by an insurance company acceptable to City insuring, all fixtures, equipment, furniture and personalty City assumes no responsibility for the loss, damage or destruction of items belonging to RTF or others on the Premises. Section 13. Notices. Any notice or other communication required, or which may be given, pursuant to this License, shall be in writing. Any such notice shall be deemed delivered (i) on the day of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case property posted and fully prepaid to the appropriate address set forth below or such other address as a party may provide notice of in accordance with this section: CITY City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 909-798-7531 REDLANDS THEATRE FESTIVAL. Candice Stewart Redlands Theatre Festival 372 Los Robles Crest Redlands, CA 92373 714-269-7176 Section 14. Entire Agreement. This Agreement constitutes the entire agreement between City and RTF regarding the rental of the Premises to RTF Any prior written or oral agreements or representations respecting the Premises by City or RTF not expressly set forth herein are null and void. Section 15. Amendments. Any amendment to this Agreement shall be in writing and executed by the Parties. Section 16. Breach and Default by RTF. A. All covenants and agreements contained in this Agreement are declared to be conditions of this Agreement, and to the Term for which the Premises are hereby rented under Agreement to RTF 4 L:\ca\djm\Agreements\Redlands Theatre Festival Rental Use Agreement.FY20-0027.doojn RTF Rental Use Agreement.FY20-0027 B. Should RTF fail to perform any covenant, condition or agreement contained in this Agreement and the default not be cured within fifteen (15) days after written notice of the default is served on RTF by City then RTF shall be in default under this Agreement; provided, however, C. If the default is one not capable of cure within such thirty (30) days, RTF shall so notify City in writing, shall commence action to cure within such thirty (30) days and prosecute such cure diligently until completion within a reasonable time. RTF's failure to complete such cure within a reasonable time (as determined in the sole discretion of City) shall also constitute a default by RTF D The Parties acknowledge and agree that RTF's failure to perform or comply with any covenant, condition or agreement contained in this Agreement may be of such a one-time nature that such a Default is not subject to cure. In such event, City shall provide written notice to RTF within five (5) business days of City's knowledge and determination of the occurrence of a One Time Default. City's provision to RTF of three such One -Time Default notices during the term of this Agreement for RTF's failure to perform or comply with the same (or similar) covenant, condition or agreement contained in this Agreement shall constitute a breach by RTF of this Agreement. Section 17. Termination. In the event of any default of this Agreement by RTF in addition to any other rights or remedies City may have, City shall have the immediate right to terminate this Agreement and shall also have the immediate right of reentry and may remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of RTF All remedies of City under this section shall be cumulative and in addition to any other legal or equitable rights and remedies which City may have. Section 18. Waiver. No waiver by either Party of any provision of this Agreement shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach by either Party of the same or any other provision of this Agreement. Section 19. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, this Agreement shall otherwise remain in full force and effect and shall be construed in all respects as if such invalid or unenforceable provision were omitted. 5 L:\ca\dji i\Agreements\Redlands Theatre Festival Rental Use Agreement.FY20-0027 do .jn RTF Rental Use Agreement.FY20 0027 Executed on the l st day of September, 2020, at Redlands, California CITY OF REDLANDS Paul W Foster, Mayor ATTEST ne Donaldson, City Clerk REDLANDS THEATRE FESTIVAL Allan Griese _ , resident c- 6 6 L lealdjmlAgreementsUiedlands Theatre Festival Rental Use Agreement.FY20-0027.doc jn Exhibit "A" Garage Storage Area �l Lowes Level Main Level