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HomeMy WebLinkAboutContracts & Agreements_77-2026RENTALAND 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 2nd day of June, 2026 ("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 501(c)(3) non-profit public benefit corporation (hereinafter "Non -Profit"). City and Non -Profit 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 in the city of Redlands and commonly known as the Sewall Theatre; and WI-1FREAS, Non -Profit is a. California non-profit corporation and a 501(c)(3) tax exempt corporation which desires to utilize the Sewall Theatre for performances, rehearsals, receptions, and fundraising activities; and WHEREAS, Parties entered into a two-year Rental and Use Agreement dated May 2, 2024 for use of the Sewall Theatre, and the parties desire to enter into this new Agreement to set forth terms and conditions under which City will continue to rent the Sewall Theatre to Non -Profit; NOW, THEREFORE, in consideration of the mutual promises contained herein, the City of Redlands and Non -Profit agree as follows: AGREEMENT Section 1 Premises. City hereby rents to Non -Profit that certain building located 'at Prospect Park in the city of Redlands commonly known as the Sewall Theatre (the "Premises'). The Premises are more particularly shown in Exhibit "A," which is attached hereto and incorporated herein by this reference. Section 2. Tenn. Unless terminated earlier as provided for herein, this Agreement shall be for aterm ofthree (3) years commencing on the Effective Date of this Agreement. Section 3. Rent, Non -Profit shall pay City rent in the sum of one dollar ($1) per year for nse and occupancy of the Premises. The firstyear'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 tern of this Agreement at the office of the Revenue Division located at 35 Cajon Street, Suite 15 B, Redlands, California 92373. Section 4 Use of Premises. lAcrao\Agreements\A. Facility Use Agmentent - Redlands Theatre Festival.bm.05,20,2026,dom A. The Premises shall be used for theatrical performances conducted at the Sewell Theater, and for rehearsals, receptions and fund-raising activities. No other use of the Premises by Non -Profit is permitted without the prior written consent of City. 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 Promises are not used by Non -Profit; 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 `E," attached hereto and incorporated herein by this reference. All fees charged for third party bookings shall be established by 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 Non -Profit for the use of the Premises and to provide City and Non -Profit with certificates of insurance naming City and Non- Profit as additional insureds, and to agree to indemnify and hold City and Non -Profit 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, Non -Profit 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 Non -Profit with a copy of City's approved reservation form and satisfied the insurance and indemnification requirements with respect to City and Non -Profit referenced in Section 8 below mid have paid Non -Profit a deposit against return of the keys to Non -Profit. Non -Profit shall have no obligation to provide any services, staff, sound, lighting, or other equipment to any third party. Any arrangement for utilization of Non -Profit's services, staff, sound, lighting, or other equipment shall be made by separate written agreement with Non -Profit on the terms and conditions (including payment of fees) specified by Non -Profit. Non -Profit shall have no obligation to provide access to the Excluded Areas to any third party. E. Non -Profit may utilize the wooden sign, located at the south comer of the intersection of Cajon Street and Highland Avenue, between May 5' and August 15t1i 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. Non -Profit 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. Should an inspection disclose the need for maintenance or repairs, City shall provide Non -Profit with written notice of the items requiring repair or maintenance. If action is not taken on such items by Non -Profit within sixty (60) days from the provision oJ.f such notice, City may enter the Premises and take whatever action is necessary to 2 I:\cmo\Agreements\A. Facility Use Agreement • Redlands Theatre Fostival.bm.05.20.2026.dom perform such maintenance or repairs at Non -Profit's expense. Non -Profit shall also be responsible for any costs of any repairs to the structural elements of the Premises caused by Non -Profit acts of omission of its employees, agents, or invitees during the term of this Agreement. B, City shall be responsible for maintenance aid repair of all the structural elements, the plumbing systems, and the electrical system of the Premises. "Structural Elements" shall include the roof, gutters, downspouts, walls, doors, windows, stairs, structural supports, and foundation of the Premises. "Electrical System" shall include the electric meter and the power line to the distribution pole. Non -Profit shall be responsible for the breaker panel and its connections into the Premises. Non -Profit shall be responsible for the repair 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. C. On the expiration or earlier termination of this Agreement, Non -Profit 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. Non -Profit 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, Non -Profit may undertake minor maintenance and repairs to the Premises which Non - Profit 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, Non -Profit shall provide written notification to City of the same. All Non -Profit 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, Non -Profit may enter into contracts and agreements for improvement work to be performed by contractors and is responsible for complying with prevailing wage law, when applicable. Non -Profit 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 Non -Profit shall, on expiration or earlier termination of this Agreement, remain on the Premises and become the property of City. B. Non -Profit 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 Panties), or at the written request of either Party, to discuss any concerns related to the work to be performed under this Agreement. Section S Indemnity. A. Non -Profit 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 Non -Profit's negligent acts or omissions, and I:\emo\Agrwments\A. Facility Use Agreement - Redlands Theatre Festival.bm.05,20.2026.do" intentional wrongful acts of Non -Profit, and its agents, and employees, volunteers, and invitees, during Non -Profit's occupation and use of the Premises during the term of this Agreement. B. City shall defend, indemnify, and hold harmless Non -Profit, its officers, directors and employees from and against any and all liability resulting from the City's sole negligent acts or omissions, and intentional wrongful acts of City, and its agents and employees during Non - Profit's occupation and use of the Premises during the term of this Agreement. Section 9. Public Liability and Property Damage Non -Profit shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the rental of the facilities and the activities of the Non -Profit, their guests, agents, representatives, employees, volunteers, or subcontractors. A. Genera] Commercial Liability Insumce. Coverage shall be at least as broad as Insurance Services Office (ISO) Form CG 00 01 covering Commercial General Liability (CGL) on an "occurrence" basis, including property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 general aggregate. If Non -Profit maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Renter. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Workers' Compensation. As applicable, Non -Profit shall have Workers' Compensation coverage, as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease, to cover employees and volunteers of Non -Profit and shall execute Exhibit "C." B. Insurance Requirements The insurance policies required herein are to contain, or be endorsed to contain, the following provisions: (i) Additional Insured Status, The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the rental of the facility. General liability coverage can be provided in the form of an endorsement to Non -Profit's insurance at least as broad as ISO Form CG 20 I1 12 19 or if not available, CG 20 43 12 19. (ii) Primary Coverage. For any claims related to this contract, Non -Profit's insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Non -Profit, its officers, officials, employees, or volunteers shall be excess of the City's insurance and shall not contribute with it. This also applies to any Excess or Umbrella liability policies. IAcmo\Agrwrnmts\A. Facility Use Agreement - Redlands Theatre Festiva1.hm.05.20.2026.doox (iii) Umbrella or Excess Policy. Non -Profit may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self -Insured Retentions (SIRs), indemnity, and defense requirements. (iv) Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (v) Waiver of Subrogation. Non -Profit hereby grants to City a waiver of any right to subrogation which any insurer of Non -Profit may acquire against the City by virtue of the payment of any loss under such insurance. Non -Profit agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation and provide a copy to the City, but this provision applies regardless of whether or not an endorsement has been issued. (vi) Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. (vii) Verification of Coverage. Non -Profit shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) to the City before use of the facility begins. All certificates and endorsements are to be received and approved by die City at least five days before Non -Profit commences activities. Section 10. Assignment/subletting, Non -Profit 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 enclunbrance, 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 ir. 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: 1Actno\Agreements\A. Facility Use Agreement - Redlands Theatre Festival.b n.05.20.2026.doex CITY: City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdoiialdson@c.ityofrp,diarlds.org Phone: (909) 798-7531 REDLANDS THEATRE FESTIVAL Shannon Cabanilla Galuszka Redlands Theatre Festival P.O. Box 8055 Redlands, CA 92375 Shannon@ Non-Profitseason.com Phone: (951) 312-6609 Section 13. Entire Agreement. This Agreement constitutes the entire agreement between City and Non -Profit regarding the rental of the Premises to Non -Profit. Any prior written or oral agreements or representations respecting the Premises by City or Non -Profit not expressly set forth herein are null and void. Section 14. Amendments. Any amendment to this Agreement shall be hi 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 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 Non -Profit. 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. [Signatures on next page] IAcmo\Avc=onWA. Facility Use Agreement - Redlands'rheatre restival.bm.05,20.2026.doex Executed. on the 2nd day of June, 2026, at Redlands, California. CITY OF REDLANDS REDLANDS THEATRE FESTIVAL B. By: Mario Saucedo, Mayor An J. Beechko, President ATTEST: ! Ae JeolWe Donaldson, City Clerk I:lamolAareementslA. Facility Use Agreement - Redlands Theatre Festival-bm.05.20.2026.doex EXHIBIT "A" DESCRIPTION OF PREMISES Q IY �•JFIMMi V 8 lAumolAgreemerktslA. Facility Use Agreement -Redlands Theatre Festival,hm.05.20.2026.docx EXHIBIT "B" DESCRIPTION OF EXCLUDED AREAS 9 I NcmolAgrecmentsW Facility Use Agreement - Redlands Theatre Fesfival.bm.05.20.2026.docx EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self - insure either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE X _ I am aware of the- provisions of Scetion 3700 of the Labor Codc which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance. in accordance with the provisions. of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code SS 1861). I affirm that at all times; in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury' under the laws of the State of California that the information and representations made in this certificate are true and correct. REDLANDS THEATRE FESTIVAL By: 7 Andrew rBeechko, President Date: Z� 10 IAcmo\Agreements\A. Facility Use Agreement - Redlands Theatre Festival.bm.05.20.2026,docx