HomeMy WebLinkAboutContracts & Agreements_88-2024FACILITY USE AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS
AND REDLANDS THEATRE FESTIVAL
This Facility Use Agreement ("Agreement") is made and entered into this 21st day of May, 2024
("Effective Date"), by and between the City of Redlands, a municipal corporation and general law
city (hereinafter "City") and the Redlands Theatre Festival, Inc. a California non-profit corporation
(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 located at 1352 Prospect Drive within Prospect
Park in the City of Redlands and commonly known as the Sewall Theatre; and
WHEREAS, RTF desires to utilize the Sewall Theatre for performances, rehearsals,
receptions, and fundraising activities; and
WHEREAS, City and RTF have been parties to multiple facility use agreements over the
last fifteen years for the use of the Sewall Theatre, and desire to enter into this new agreement to
set forth terms and conditions under which City will continue the use the Sewall Theatre 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.
A. City hereby allows RTF use of that certain building located at Prospect Park in the
City of Redlands commonly known as the Sewall Theatre (the "Premises") subject to the terms
and conditions set forth herein. The Premises are more particularly shown in Exhibit "A," which
is attached hereto and incorporated herein by this reference.
B. RTF acknowledges and agrees that City is the owner of Premises and that nothing
in this Agreement grants to RTF any rights, title, or interest in the Premises, except for the
revocable, non-exclusive right to use the Premises as provided in this Agreement. RTF is not a
tenant or lessee of City and holds no rights of tenancy or leasehold in relation to the Premises.
Section 2. Term. Unless terminated earlier as provided for herein, this Agreement
shall be for a term of two (2) years commencing on its Effective Date.
Section 3. Use of Premises.
A The Premises shall be used for theatrical performances conducted at the Sewall
Theater, and for rehearsals, receptions, and fundraising activities. No other use of the Premises by
RTF is permitted without the prior written consent of the City.
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B. City retains the right to use the Premises for itself, and to accept bookings by third
parties for use of the Premises, during times when the Premises are not used by RTF; provided,
however, such use and bookings for third parties shall not include use of the offices, storage rooms,
or equipment rooms of the Premises (the "Excluded Areas"). The Excluded Areas are more
particularly shown in Exhibit `B," attached hereto and incorporated herein by this reference. All
fees charged for third party bookings shall be established by the City and shall be the property of
City.
C. In connection with any third party bookings of the Premises, City shall require the
third party to secure liability insurance satisfactory to City and RTF for the use of the Premises
and to provide City and RTF with certificates of insurance naming City and RTF as additional
insureds, and to agree to indemnify and hold City and RTF harmless in connection with any claims,
damages, losses, costs, and liabilities arising from the third party's use of the Premises.
D. At City's request, RTF shall issue the appropriate key(s) to third parties who have
booked areas of the Premises through City, provided that such third parties have presented RTF
with a copy of City's approved reservation form and satisfied the insurance and indemnification
requirements with respect to City and RTF referenced in Section 8 below and have paid RTF a
deposit against return of the keys to RTF. RTF shall have no obligation to provide any services,
staff, sound, lighting, or other equipment to any third party. Any arrangement for utilization of
RTF's services, staff, sound, lighting, or other equipment shall be made by separate written
agreement with RTF on the terms and conditions (including payment of fees) specified by RTF.
RTF shall have no obligation to provide access to the Excluded Areas to any third party.
E RTF may utilize the wooden sign, located at the south corner of the intersection of
Cajon Street and Highland Avenue, between May 2nd and August 15th of each year, for the
advertisement or promotion of theater events.
Section 5. Utilities. City shall pay all costs associated with the furnishing of water,
sewer, and solid waste services to the Premises during the term of this Agreement.
Section 6. Maintenance of Premises.
A 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 B, 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 due to the acts or omissions of RTF's employees, agents, or invitees, 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 acts of omission of its employees, agents, or invitees during the
term of this Agreement.
B. On the expiration or earlier termination of this Agreement, RTF shall promptly
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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 reasonably determines
are immediately necessary to protect against injury to persons or property. Within three (3) 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 thirty (30) 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 in
compliance with the City's Purchasing Ordinance and prevailing wage laws, and shall require
contractor insurance and bonding as required by the City. 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.
B. RTF and City representatives may meet to discuss improvement progress under this
Agreement on an annual basis (dates of which to be agreed upon by the Parties), or at the written
request of either Party, to discuss any concerns related to the work to be performed under this
Agreement.
Section 8. Indemnity.
A. RTF shall defend (with counsel reasonably acceptable to City), indemnify, and
hold harmless City, and its elected and appointed 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 the 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
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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.
Section 10. Assignment/subletting. 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. Notices. Any notice or other communication required, or which may be
given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered
(i) on the date 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 or electronic mail transmission (including PDF), if confirmed
with a copy sent contemporaneously by first class, certified, registered or express mail; in each
case properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
CITY:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
REDLANDS THEATRE FESTIVAL:
Shannon Cabanilla Galuszka
Redlands Theatre Festival
P.O. Box 8055
Redlands, CA 92375
Shannon@RTFseason.com
Phone: (714) 269-7176
Section 13. Entire Agreement. This Agreement constitutes the entire agreement
between City and RTF regarding the use 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 14. Amendments. Any amendment to this Agreement shall be in writing and
executed by the Parties.
Section 15. Termination. This Agreement may be terminated by either Party by giving
thirty (30) days prior written notice to the other Party. In the event of any termination of this
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Agreement, in addition to any other rights or remedies City may have, City shall have the
immediate right of reentry and may remove all persons and property from the Premises; and store
the same 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 16. 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 17. 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.
Executed on the 21 st day of May, 2024, at Redlands, California.
CIT
Eddie Tejeda, Mayor
ATTEST:
e Donaldson, City Clerk
REDLANDS THEATRE FESTIVAL, INC.
a7tAZ/AV,
Andrew Bilichko, President
Type text here
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EXHIBIT A
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EXHIBIT B
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