HomeMy WebLinkAboutID-3260-32299
City of Palo Alto (ID # 3260)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/10/2012
City of Palo Alto Page 1
Summary Title: Palo Alto Players
Title: Approval of the Renewal of a Public-Private Partnership Agreement
Between the City of Palo Alto and the Palo Alto Players for the use of the
Lucie Stern Community Theatre
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that Council approve the renewal of a public-private
partnership agreement between the City of Palo Alto and the Palo Alto Players
(Attachment A) for a one-year term for the use of the Lucie Stern Community
Theatre.
Background
The Lucie Stern Community Theatre is used by three local theatre companies
which produce approximately 15 productions annually. The three companies (the
Palo Alto Players, West Bay Opera, and TheatreWorks) partner with the
Community Services Department to produce shows, which foster the cultural and
artistic needs of Palo Alto residents and visitors. The City and these companies
each benefit from continuing this relationship.
As of 1974, the Palo Alto Players dissolved their ties with the Parks and
Recreation Department and became an independent company. Since that time,
the City has continued to support the Palo Alto Players by providing a
performance, rehearsal, and shop space at the City-owned Community Theater
(also known as the Lucie Stern Theater). During its 2012 – 2013 theatre season,
the Palo Alto Players will offer five different productions for adults, including
musicals, comedies, and classic dramas.
City of Palo Alto Page 2
Discussion
Palo Alto Players’ usage of the Lucie Stern Community Theatre is governed by a
public/private partnership agreement. Production scheduling is done
interdependently between the three groups, and as the cost of relocating a
theatre company is prohibitively high, there exists nearly no opportunity for
changing the companies that the Lucie Stern Community Theatre serves.
Therefore, staff recommends that the City Council approve renewal of the
existing public private partnership. The key terms of this agreement are
discussed below:
Term: The new agreement is for one year. If it is approved, it will take effect
on September 1, 2012 and will terminate on September 1, 2013. Similar
agreements are intended to be renewed in subsequent years.
Revenue: In accordance with the Municipal Fee Schedule and in exchange for
providing facility usage, the Palo Alto Players shall remit to the City a $2.00
surcharge for each ticket sold. This fee is effectively passed on to patrons and is
applied to all subscription, group, individual, promotional, and other tickets sold.
Complementary tickets are excluded, and the sum of the surcharge revenue for
each production is due to the City within 30 calendar days after the closing of the
production. Among other functions, the proposed agreement acts as a revenue
contract which governs the application, collection, and accounting of associated
revenue.
Responsibilities of City: The contract outlines the responsibilities of the City,
using the standard terms of public/private and joint-venture partnerships,
including specifying goods delivery terms, notice requirements for contract
termination, and affirming non-discrimination, insurance, and property
guidelines. The City is also responsible for allowing and providing access to the
Lucie Stern Community Theatre during designated hours, providing basic
maintenance of capital equipment, monitoring production safety, and providing
information regarding other scheduled facility uses (such as City-sponsored
events or private rentals).
Responsibilities of Company: Additionally, the agreement stipulates the
responsibilities of the theatre company, including their duty to abide by City and
City of Palo Alto Page 3
department policies and procedures (specifically including and as related to,
without limitation, conduct in community centers, injury and illness prevention,
sale of alcoholic beverages, operations, building emergency procedures, zero
waste, and facility use). Other responsibilities include timely remittance of fees
and surcharges, requirements for sufficient building supervision/staffing,
recordkeeping of ticket sales and surcharge remittance for compliance with
audits, and adherence to standard practices for facility security.
This renewed agreement is substantially identical to previous agreements. The
$2.00 surcharge is consistent with the Municipal Fee Schedule adjustments
effective 07/01/2012.
Resource Impact
No additional City resources are required as a result of the renewal of this
agreement. It is anticipated that this partnership will lead to enhanced program
and capital funding over the life of the agreement.
Policy Implications
This partnership would be categorized as a joint venture under the City’s
Public/Private Partnership Policy (Policy 1-25; Public Private Partnerships;
Attachment B). The partnership with Palo Alto Players furthers Policy
C-7 of the Community Services element of the Comprehensive Plan: “Actively
work with private, nonprofit, and public community service organization to avoid
duplication and to coordinate the delivery of services like child care,
senior services, and recreation” and Policy G-12 of the Governance element:
“Continue and expand the opportunities for public and nonprofit organizations
serving the City to provide information about themselves to the public.”
Environmental Review
This agreement is not a project requiring environmental review under the
California Environmental Quality Act (CEQA).
Attachments:
Attachment A - Palo Alto Players 2012 Contract (PDF)
Attachment B - Public Private Partnership Policy 1-25 (PDF)
CITY OF PALO ALTO AND PALO ALTO PLAYERS THEATRE COMPANY
AGREEMENT
BY THIS AGREEMENT MADE AND ENTERED INTO ON THE 1st DAY OF SEPTEMBER 2012 BY
AND BETWEEN THE CITY OF PALO ALTO (“CITY”) AND PALO ALTO PLAYERS-
PENINSULA CENTER STAGE (“CORPORATION”), IN CONSIDERATION OF THEIR MUTUAL
COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS:
CORPORATION SHALL PROVIDE OR FURNISH THE FOLLOWING SPECIFIED 1) GOODS
AND MATERIALS, 2) SERVICES OR 3) A COMBINATION THEREOF AS SPECIFIED IN THE
EXHIBITS NAMED BELOW.
EXHIBITS: The following attached exhibits are incorporated herein by this reference. Contract is not
complete unless all exhibits are attached.
• Exhibit A: Responsibilities of the Corporation
• Exhibit B: Responsibilities of the City
• Exhibit C: General Conditions
• Exhibit D: Non-Discrimination Form
• Exhibit E: Proof of Liability Insurance
TERM: The services and/or materials furnished under this agreement shall commence on 9/01/2012 and
shall be completed on or before 09/01/2013.
COMPENSATION: As compensation for the full performance of this agreement, CORPORATION
shall remit fees and surcharges to the CITY in accordance with the prevailing rates set forth in the CITY”s
Municipal Fee Schedule. Such payments include, but are not limited to, those defined in EXHIBIT A
(Section 22) and EXHIBIT C (Section 10) and shall be be subject to the terms and conditions set forth
herein. In consideration of referenced exhibits, attachements, and appendecies, such compensation shall
not exceed $50,000.
CITY ACCOUNT NUMBER: Fees and surcharges remitted persuant to this agreement shall be credited
to the City’s accounts included in the table below:
REVENUE TYPE COST CENTER - GL ACCT - INTERNAL ORDER
Ticket Surcharge 80020412 – 15540 - 61203
Facility Attendant 80020512 – 13450 - 61203
INVOICING: Send all invoices to the City of Palo Alto. Such invoices shall be sent to the attention of
the Project Manager.
GENERAL TERMS AND CONDITIONS: General Terms and Coniditions are included on all three
pages first three pages of this agreement.
.
HOLD HARMLESS. CORPORATION shall indemnify, defend and hold harmless CITY, its
Council Members, officers, employees, and agents from any and all demands, claims or liability of any
nature, including wrongful death, caused by or arising out of CORPORATION’S, its officers’,
directors’, employees’ or agents’ negligent acts, errors, or omissions, or willful misconduct, or conduct
for which the law imposes strict liability on CORPORATION in the performance of or failure to
perform this agreement by CORPORATION.
ENTIRE AGREEMENT. This agreement and the terms and conditions on the following pages
represent the entire agreement between the parties with respect to the purchase and sale of the goods,
equipment, materials or supplies or payment for services which may be the subject of this agreement.
All prior agreements, representations, statements, negotiations and undertakings whether oral or written
are superseded hereby.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON ITS APPROVAL AND EXECUTION
BY CITY. IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE
DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE.
By: ______________________________ Date______________________
Peter Bliznick
Executive Director
Palo Alto Players
By: ______________________________ Date______________________
Judge Luckey
Manager Arts, Children’s Theatre
Community Services Department
City of Palo Alto
CITY OF PALO ALTO APPROVALS:
APPROVAL OVER $25,000 CITY DEPARTMENT 1 Funds Have Been
Budgeted
(1)
PURCHASING & CONTRACT
ADMINISTRATION INSURANCE
REVIEW
(2) (3) PURCHASING MANAGER
APPROVAL OVER $25,000 APPROVAL OVER $85,000
CITY OF PALO ALTO
BY:_____________________________________
CITY ATTORNEY
ATTEST:
BY:________________________ _______________________
MAYOR CITY CLERK
CITY OF PALO ALTO - GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. This agreement is limited to the terms and conditions on pages 1, 2, and 3 hereof which includes any exhibits referenced.
B. GOVERNING LAW. This agreement shall be governed by the laws of the state of California.
C. INTEREST OF CORPORATION. It is understood and agreed that this agreement is not a contract of employment in the sense that the relation of
master and servant exists between the CITY and undersigned. At all times CONRACTOR shall be deemed to be an independent contractor and
CORPORATION is not authorized to bind CITY to any contracts or other obligations. In executing this agreement, CORPORATION certifies that no one
who has or will have any financial interest under this agreement is an officer or employee of CITY.
D. INSURANCE. CORPORATION agrees to provide the insurance specified in the “Insurance Requirements” form attached hereto as Exhibit C. In the
event CORPORATION is unable to secure a policy endorsement naming the City of Palo Alto as an additional insured under any comprehensive general
liability or comprehensive automobile policy or policies, CORPORATION shall at a minimum, and only with the written approval of City’s Risk Manager
or designee, cause each such insurance policy obtained by it to contain an endorsement providing that the insurer waives all right of recovery by way of
subrogation against CITY, its officers, agents, and employees in connection with any damage, claim, liability personal injury, or wrongful death covered
by any such policy. Each such policy obtained by CORPORATION shall contain an endorsement requiring thirty (30) days' written notice from the
insurer to CITY before cancellation or reduction in the coverage or limits of such policy. CORPORATION shall provide certificates of such policies or
other evidence of coverage satisfactory to City's Risk Manager, together with evidence of payment of premiums, to CITY at the commencement of this
agreement, and on renewal of the policy, or policies, not later than twenty (20) days before expiration of the terms of any such policy.
E. TERMINATION. This agreement may be terminated by CITY upon ten (10) days written notice to CORPORATION. Monies then owing based
upon work satisfactorily accomplished shall be paid to CORPORATION.
F. CHANGES. This agreement shall not be assigned or transferred without the written consent of the CITY. No changes or variations of any kind are
authorized without the written consent of the City Manager or his or her designee.
G. AUDITS. CORPORATION agrees to permit CITY to audit, at any reasonable time during the term of this agreement and for three (3) years
thereafter, CORPORATION'S records pertaining to matters covered by this agreement. CORPORATION further agrees to maintain such records for at
least three (3) years after the term of this agreement.
H. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of
any of its rights under this agreement.
I. CITY'S PROPERTY. Title to CITY’s property furnished to CORPORATION shall remain in the CITY. CORPORATION shall not alter or use
property for any purpose, other than that specified by CITY, or for any other person without the prior written consent of CITY. CORPORATION shall
store, protect, preserve, repair and maintain such property in accordance with sound professional practice, all at CORPORATION’s expense.
J. NON-DISCRIMINATION. No discrimination shall be made in the
employment of persons under this agreement because of the race, color,
national origin, age, ancestry, religion or sex of such person.
CORPORATION agrees to meet all requirements of the Palo Alto
Municipal Code pertaining to nondiscrimination in employment, including
completing the NonDiscrimination Compliance Form, attached hereto as
Exhibit D, and incorporated herein by this reference.
K. WARRANTY. CORPORATION expressly warrants that all materials
and services covered by this agreement shall conform to the specifications,
requirements, instructions, or other descriptions upon which this
agreement is based, shall be fit and sufficient for the purpose intended, of
good materials and workmanship and free from defect and that materials
and services of CORPORATION’S design will be free from defect in
design. Inspection, test, acceptance, payment or use of the goods
furnished hereunder shall not affect the CORPORATION’S obligation
under this warranty, and such warranties shall survive inspection, test
acceptance and use. CORPORATION agrees to replace, restore, or correct
defects of any materials or services not conforming to the foregoing
warranty promptly. Without expense to CITY, when notified of such
nonconformity by CITY, in the event of failure by CORPORATION to
correct defects in or replace nonconforming goods or service promptly,
CITY, after reasonable notice to CORPORATION, may make such
corrections or replace such materials or services and charge contractor for
the cost incurred by the CITY thereby.
L. WORKERS’ COMPENSATION. CORPORATION, by executing
this agreement, certifies that it is aware of the provisions of the labor code
of the state of California which require every employer to be insured
against liability for workers’ compensation or to undertake self-insurance
in accordance with the provisions of that code, and certifies that it will
comply with such provisions before commencing the performance of the
work of this agreement.
M. PRICE TERMS.
(a) Extra charges, invoices and payment. No extra charges of any kind
will be allowed unless specifically agreed to in writing by CITY. All state
and federal excise, sales and use taxes shall be stated separately on the
invoices.
(b) Transportation charges. Any transportation charges with respect to
which CORPORATION is entitled to receive reimbursement shall be
added to CONTRAACTOR’S invoice as a separate item, with the
receipted freight bill attached thereto.
(c) CORPORATION warrants that the prices for materials or services sold
to CITY under this agreement are not less favorable than those currently
extended to any other customers of the same or like articles or services in
equal or less quantities. In event CORPORATION reduces its price for
such materials or services during the term of this agreement,
CORPORATION agrees to reduce the prices or rates hereof
correspondingly.
N. SCHEDULES OR DELIVERY. Time is of the essence of this
agreement. CORPORATION agrees to comply with the specific schedule
provided by the CITY or agreed upon herein without delay and without
anticipating CITY’S requirements. CORPORATION also agrees not to
make material commitments or scheduling arrangements in excess of the
required amount or in advance of the time necessary to meet the
schedule(s) of this agreement, if any.
O. TRANSPORTATION, PACKAGING & LABELING. All
materials or services are to be provided: (a) F.O.B., Palo Alto unless
otherwise specified; (b) with a packing list enclosed in cartons, which
indicate the agreement number, exact quantity and descriptions,
concerning any materials shipments; (c) and comply with current
packaging and labeling requirements prescribed by D.O.T.
Revised 8/1/2010 Page 5 of 27
EXHIBIT A
RESPONSIBILITIES OF THE CORPORATION
(1) Abide by the policies/procedures established by CITY and CITY’S Arts and
Sciences Division and the Department of Community Services for the use of
CITY facilities, equipment, costumes, props, furniture, scenery and other
production elements. These shall include, but are not limited to, Regulations Of
The City Of Palo Alto Regarding Prohibited Conduct In Community Centers and
Theaters (Appendix A), the City of Palo Alto Injury and Prevention program
(Appendix B), Policy for Sale of Alcoholic Beverages (Appendix C), Operations
Manual (Appendix D), Safety Procedures and Guidelines (Appendix E), Building
Emergency Procedures (Appendix F), procedure for adjusting the Forestage
height including use of the Scissor lift (Appendix G), House Manager's Guide
(Appendix H), Zero Waste Plan (Appendix I), and Costume Room Guidelines
(Appendix J). Follow safety procedures for the use of power and hand tools,
mechanical lifts, etc. including the use of safety goggles, ear protection, face
shields, safety cables, outriggers, etc.
(2) Obtain, supervise, and pay all necessary related fees for the services of all
professional assistance needed to produce such productions. Such assistance may
include, but is not limited to the following: Production Directors, all Designers,
Carpenters, Painters, Production Assistants, Music Directors, Choreographers,
Musicians and other Front of House, Artistic or Administrative personnel.
(3) Pay all fees and costs for materials, supplies, scripts, royalties, licenses and other
fees and expenses connected with said productions, including all make-up
removal supplies.
(4) Be solely responsible for the control and supervision of all production activities
and personnel connected therewith and shall notify all personnel of their
obligations and responsibilities pertaining to their production area. Act
responsibly in matters of building security when CORPORATION is schedule to
utilize CITY facilities.
(5) Conduct regularly scheduled production meetings, shall notify CITY of such
production meetings in writing, and shall coordinate all production activities with
CITY'S Project Manager or his/her designee. There shall be at least one or more,
as needed, production design meeting(s) for each production as scheduled in
ATTACHMENT 1 which shall be convened by CORPORATION at a mutually
convenient time prior to start of construction. Provide the Project Manager or
his/her designee with a list of major production personnel and their phone
numbers for each production at the time of the first production meeting.
Construction plans and fly-line plots should be submitted at the aforementioned
production design meeting in order for the Project Manager or his/her designee to
ascertain compliance with CITY fire or other safety regulations.
(6) Provide the Project Manager or his/her designee with a list of all Pyrotechnics
effects (including the use of open flames), all Hydro technical effects, all use of
Revised 8/1/2010 Page 6 of 27
fog or haze, all loud noises (i.e. gunshots), and all use of strobe lights at least 21
days prior to first use on stage. No flames shall be permitted on stage without the
required fire permits from CITY. Smoking by any of the actors on stage as an
integral part of the production will be considered a Pyrotechnic effect. Safety
precautions approved by a CITY Fire Inspector and the Project Manager or
his/her designee will be taken when smoking is occurring on stage, and the
audience shall be notified beforehand that smoking, loud noises (i.e. gunshots) or
use of strobe lights will occur on the stage. All Fire Department fees for “Open
Flame Permits” and “Candles and Open Flames in Assembly Areas Permits” shall
be the responsibility of the CORPORATION.
(7) Provide the Project Manager with the rehearsal schedule, performance schedule,
shop schedule and any requests for the use of CITY facilities (including but not
limited to the Community Theatre, rooms located in the Lucie Stern complex and
the Lucie Stern Courtyard and patio) for any purpose. Space reservations should
be made at least four weeks in advance. CORPORATION shall accommodate
other uses of the theatre facility, including but not limited to the stage, auditorium,
rehearsal hall, scene shop, paint shop, flat dock, costume shop, and the lobby
during periods of non-use during the runs of the productions. CITY shall notify
the CORPORATION of such other uses. CORPORATION shall provide
personnel for any shifting of CORPORATION'S scenery and/or equipment.
(8) Designate as Project Director for the length of this contract an employee or sub-
contractor to manage or supervise all areas and items in this contract, including
production, technical, house personnel and any and all support groups and to be
CORPORATION'S liaison with the Project Manager or his/her designee in all
matters relating to the CITY in any way.
(9) Arrange for auditions and casting for such productions and be solely responsible
for the supervision and control of all performers. With respect to casting,
CORPORATION shall have sole discretion to choose and approve the
qualifications and select the cast. In personnel decisions, the CORPORATION
shall agree to and comply with the provisions of the CITY’S Non-discrimination
policy (Exhibit 8).
(10) Search for, place and train participants in appropriate areas of theatre production
activity and shall utilize personnel in a safe and effective manner in the
presentation of such productions. CORPORATION shall be solely responsible
for the control and supervision of such participants and shall indemnify, defend,
and hold harmless the CITY from any claims or liabilities arising from the acts or
omissions of such personnel. All such personnel shall be deemed the sole agents
and employees of CORPORATION and shall be notified by the CORPORATION
of this circumstance.
(11) Exercise safe practices in the use of CITY facilities and equipment, shall maintain
and clear work areas, and shall within 24 hours report, with form provided by
CITY (Appendix K), information regarding accidents. Immediately report to the
Project Manager or his/her designee on form provided by CITY any breakage,
malfunction, deterioration or loss of any of the CITY'S resources (including
musical instruments, tools, lights, sound equipment, props, curtains, etc.).
Revised 8/1/2010 Page 7 of 27
CORPORATION shall not attempt repair of CITY equipment without prior
consultation with the CITY’S Project Manager. CORPORATION shall
immediately discontinue any activity where an unsafe or dangerous condition
exists. CORPORATION shall train and supervise CORPORATION'S staff and
volunteers on safe theatre practices and adhere to CITY'S safety procedures and
guidelines. If, in the opinion of any CITY or CORPORATION employee,
CORPORATION is conducting an activity in an unsafe manner,
CORPORATION or its agents shall be informed and shall immediately
discontinue such activity until such activity is able to be conducted in a safe
manner approved by CITY staff.
(12) Promote and publicize all of its productions, and shall print in all publicity,
including, but not limited to, publications, mailings, flyers, posters, brochures,
programs, and paid or public service advertising, the statement, "In cooperation
with the City of Palo Alto Community Services Department Division of Arts and
Sciences." In conformance with Americans with Disabilities Act (ADA) of 1990
guidelines and requirements, CORPORATION shall bear responsibility for
providing appropriate auxiliary aids, interpretive services and accommodations
where they are necessary to achieve an equal opportunity to participate in and
enjoy the benefits of public performances produced under this contract. Printed
programs shall include the following statement required by the Americans with
Disabilities Act: "Persons with disabilities who require information on auxiliary
aids or services in using City facilities, services, or programs or who would like
information on the City's compliance with the Americans with Disabilities Act
(ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650-463-4952
(Voice) or ada@cityofpaloalto.org (Internet).
(13) Continue to exist as an independent, non-profit corporation under the laws of the
United States and the State of California.
(14) Submit all signs or displays to be located on the Theatre premises to Project
Manager or his/her designee for approval at the first production meeting. All
displays may be put up at load-in and must be removed during strike. Inside the
Theatre, no display materials may be placed upon stucco walls. Lobby displays
may only be placed on the lobby display boards, and all fasteners must be
removed at the time display is taken down. Nothing may be posted on the exterior
walls or doors of the Theatre or in the Stern courtyard, except for items in the
display case and an approved production name sign hung from the theatre
balcony. Marquee signs must be constructed of light weight material, and shall
be secured in such a way that the sign cannot become dislodged by normal
vibration or seismic activity. Signs shall be of a standard size no larger than ten
feet in length and eight feet in height. All marquee signage must be attached to the
theatre balcony with rigging so that the sign may be easily removed for limited
periods during photography shoots, special events, or building maintenance.
(15) Assure that the auditorium, stage, paint shop, scene shop, flat dock, costume shop,
green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent
to theatre and shop will be cleared and clean, and that scenery, properties, and
other production elements will be disassembled and stored, to the Project
Manager or his/her designee’s satisfaction, within six hours after the final
Revised 8/1/2010 Page 8 of 27
performance or on a time schedule mutually agreed upon between the
CORPORATION and the Project Manager or his/her designee. The stage shall
always be returned to its basic set-up as established by the Project Manager or
his/her designee unless there is a mutual agreement with the incoming group that
has been approved by the Project Manager or his/her designee. All items on the
STRIKE CHECKLIST are to be performed unless there is a mutual agreement
with the incoming group that has been approved by the PROJECT MANAGER or
his/her designee. The Project Manager or his/her designee will sign a copy of the
STRIKE CHECKLIST form at the completion of the strike to signify acceptance
of clean and neat facilities.
(16) Leave storage, paint, scene and costume spaces clean and clear of
CORPORATION'S materials other than those materials necessary for the ongoing
maintenance and repair of the sets and costumes by the Monday following
opening performance.
(17) Leave all spaces clear, clean and orderly at the end of each use. Rehearsal Hall is
to be cleared of all materials, except major set pieces and any rehearsal props,
after each daily use. Rehearsal Hall is to be completely cleared within 24 hours of
final use. Dressing rooms are to be maintained after each daily use. Trash,
recycling and compostable materials are to be removed from all areas daily.
Recyclables and compostable materials are to be placed in the recycling and
composting carts near the trash dumpster and garbage and trash are to be placed
into the dumpster. The CORPORATION is required to reduce waste, reuse and
recycle per the CITY’s Zero Waste Plan (Appendix I). Office space and hallways
are to be kept continually clear, clean and orderly and neither space shall be used
for the purpose of set, prop, or costume storage. Materials may not be left or
stored any place out-of-doors overnight or when unattended by contractor
personnel.
(18) Enforce current regulations as established by CITY with regard to smoking, food
and drink in CITY facilities (Appendix A). CORPORATION shall provide
ushers at all previews and performances who will enforce such regulations.
Smoking is not permitted inside any CITY facility. No person shall bring any
animal into the theatre. This regulation shall not apply to service animals assisting
individuals with disabilities or to animals in training to become service animals.
Use of animals on the stage is subject to approval by the Project Manager or
his/her designee. Food and drink are not permitted in the auditorium, light/sound
booth or on stage, unless used as part of a production scene. Food and drink shall
be permitted only in approved areas such as the green room and lobby.
CORPORATION shall clean up all food and drink containers daily after use.
(19) Observe all provisions of this agreement when using CITY facilities other than or
in addition to the Community Theatre. This includes cleaning up the rooms,
returning tables and chairs to their initial locations and depositing all trash and
recycling in the appropriate receptacles. CORPORATION will be responsible for
the maintenance of the Lucie Stern-Recreation Wing restrooms for weekend
performances.
Revised 8/1/2010 Page 9 of 27
(20) Comply with CITY TB test requirement for employees and volunteers of
CORPORATION at any time the CITY Risk Manager deems it necessary. If
minors are involved in the production, State of California requirements for
fingerprinting the staff must be followed.
(21) Comply with CITY sound ordinance levels for any outdoor activities, including
load-in, strike, dismantling, or disposal. Shop doors facing Hopkins and Harriet
Streets shall be closed between 8:00 p.m. and 8:00 a.m.
(22) Pay Building Attendant fees at prevailing rates as set forth in the Municipal Fee
Schedule:
(a) For (an) additional Attendant(s) required for the use of CITY facilities
other than the Attendant the CITY will furnish for the Lucie Stern
Community Theatre facility for the period of from one hour prior to until
at least one half hour after the completion of each public performance as
listed in ATTACHMENT 1.
(b) For any performances not included in ATTACHMENT 1.
(c) When using other CITY facilities at the same time as a public performance
as listed in ATTACHMENT 1.
All building use policies must be adhered to for any CITY facility use.
Additional performances of the productions listed in ATTACHMENT 1 may be
added to ATTACHMENT 1 with two weeks notice.
(23) Provide house manager and ushers for every performance or event whenever
public is in attendance. CORPORATION shall permit only persons who have
been trained in theatre emergency, safety and use procedures to usher.
CORPORATION shall submit a list of their trained personnel to the Project
Manager prior to public performances for each production. Ushers must be
available to assist patrons under all circumstances and must be aware of and able
to assist disabled persons. The CORPORATION’S House Manager and ushers
must also be available to assist in emergency situations throughout the entire
performance until audience has left the theatre. Ushers must ensure that
wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall
return seats to the upright position and remove litter from the auditorium and
restrooms at the conclusion of each performance.
(24) Shall be responsible for installing or removing the removable auditorium seats in
designated areas to accommodate their wheelchair patrons and as required due to
the needs of the production.
(25) Shall have privilege of borrowing available Community Theatre- owned
properties, sets, costumes and scenery for productions scheduled in this
agreement. Costumes, properties and sets created by CORPORATION with
Corporation-owned materials will remain the property of CORPORATION, and
shall be removed from the theatre facility at the conclusion of the production in
Revised 8/1/2010 Page 10 of 27
which the materials are used. The Project Manager or his/her designee may, on a
case-by-case basis, authorize exceptions. Any allowed items stored at the theatre
will become available for use by all contracting CORPORATIONS and the CITY.
All such items created under former agreements will continue to be the property
of the CITY. All office equipment, construction tools, special effects and lighting
equipment purchased and owned by CORPORATION will remain the private
property of CORPORATION and the CITY assumes no responsibility or liability
for the loss or maintenance of such materials. All equipment, instruments,
costumes and any other materials rented, borrowed or owned by any
subcontractor, agent or person for the CORPORATION is the responsibility of the
CORPORATION and/or its subcontractors, and the CITY assumes no
responsibility or liability for its maintenance or loss. Such items as original play
scripts, musical scores, scenic designs, costume designs and photographs belong
solely to the authors, composers, artists who created them or their representatives,
and any use of them will be at the sole discretion of the CORPORATION. Any
use of these items must be in accordance with all applicable laws.
CORPORATION assumes all liability and responsibility for any default on
production expenses.
(26) Shall be required to replace or have repaired by factory authorized technicians
CITY owned equipment, instruments or materials identified by the Project
Manager or his/her designee as having been lost, damaged or destroyed by an
agent of the CORPORATION. A written report must be made on CITY form
whenever CITY equipment is lost, damaged, or destroyed by the
CORPORATION.
(27) May be allowed the use of Community Theatre-owned properties, sets, costumes,
scenery, furniture and equipment for CORPORATION productions not scheduled
in this agreement upon written request to the Project Manager or his/her designee
and upon express approval and written authorization of the Project Manager or
his/her designee. CORPORATION must return to Community Theatre all items
borrowed for productions at other venues within four days of the final
performance and shall, in the event the items are damaged or destroyed, be
responsible for the repair or replacement of all such borrowed items to the
satisfaction of the Project Manager.
(28) May use Community Theatre facilities and equipment only for theatre productions
expressly covered under this agreement. Exceptions, such as for classes, camps
or workshops, will be considered by the Project Manager or his/her designee upon
the receipt from the CORPORATION of a written request at least thirty days prior
to the date needed and, if granted, will be approved in writing by the Project
Manager or his/her designee. No such activity will be advertised or promoted
until it has been expressly approved by the CITY’S Project Manager.
(29) Shall enforce all State and City laws relating to the sale and consumption of
alcoholic beverages in CITY facilities. Alcohol is permitted at the Lucie Stern
Community Center if approved by the CITY’S Project Manager. Unless otherwise
specifically permitted the only alcoholic beverages which may be sold or served
at CITY facilities by CITY policy are wines, including champagne and sparkling
wine. If alcoholic beverages are to be sold or distributed free of charge,
Revised 8/1/2010 Page 11 of 27
CORPORATION must possess a State A.B.C. The permit for the sale or
distribution of alcoholic beverages obtained by the CORPORATION must be
provided to the Project Manager. Proof of liquor liability insurance where CITY
is named as co-insured with liability of at least one million dollars ($l,000,000.00)
shall be required. Permits are to be displayed as required by law. It is the
responsibility of the CORPORATION to ensure that no alcoholic beverage is
served to a minor. Identification must be checked if the person appears to be
under thirty years of age. CORPORATION shall remove all items, including
cups, glasses, bottles, napkins and food from the lobby and any other affected
areas, including the courtyard, after each performance. CORPORATION is
required to adhere to CITY’S Recycling and Zero Waste Program (Appendix I).
(30) Shall have one of their designated and CITY approved key and/or proximity card
holders on the premises at all times as a supervisor whenever anyone from the
CORPORATION is in the facility working for the CORPORATION, whether as a
paid employee, subcontractor or volunteer. The Project Manager or his/her
designee must approve any exceptions in writing.
(31) Shall not in any way modify CITY facilities and may not install or attach anything
in or on CITY facilities without having first submitted a written request to the
Project Manager and having received written permission from the Project
Manager or his/her designee. The approval of the Project Manager does not
relieve the CORPORATION from any responsibility to obtain necessary CITY
permits or Building Department approvals for the modification. Any violation
shall result in the CORPORATION being charged for all repairs necessary to
restore the facility to its original condition and any additional costs pertaining to
the restoration of CITY property.
(32) Shall immediately report to the police any incidents of a criminal or suspicious
nature occurring on CITY property and notify the Project Manager or his/her
designee within twelve hours. If initial notification is verbal, it must also be
submitted in writing to Project Manager or his/her designee on provided form.
(33) Shall make sure that the doors to the Scene Shop, Rehearsal Hall, and Costume
Shop, as well as any other exterior access doors to any area of the Lucie Stern
Community Theatre, are not left open, unlocked or left with the locking
mechanism disabled at any time when the immediate area secured by the door is
unoccupied by the CORPORATION, even if only briefly. Failure to do this may
result in greater restricted access to the Lucie Stern Community Theatre,
including the possible forfeiture of keys/proximity cards by the CORPORATION
and/or restricted access times.
(34) Must fill out a CITY Report of Accident/Property Damage report (Appendix K)
for any and all accidents, injuries or property damage if a CITY employee is not
present to fill out the report.
(35) Must operate and conduct business in compliance with the CITY’s Zero Waste
Plan (Appendix I) for all activities including, but not limited to, set construction
and strike, food and beverage service, and office activities. The CITY Recycling
Program can assist with resources for achieving this goal. The goal is to send as
Revised 8/1/2010 Page 12 of 27
little waste to landfill as possible through waste reduction, reuse and recycling. To
achieve this goal CORPORATION must first reduce waste whenever possible.
(36) Shall avoid the use of disposables and shall not use Styrofoam™ and other
plastics for food/beverage service. Reusable food/beverage service ware should be
utilized to the maximum extent possible. Where a reusable food/beverage service
option is not available, choose items that are recyclable. For concessions, choose
product packaging that is recyclable.
(37) Must practice reuse before, during and after production. A list of reuse resources
will be provided to avoid the disposal of construction materials, sets and props.
CORPORATION must recycle construction debris from set materials (e.g. wood,
metal).
(38) Must recycle all materials included in the CITY’s Recycling Program including
paper (all types), plastic containers #1-#7, cardboard, glass bottles and jars, and
metal cans. Compostable materials will be disposed of in designated compost
waste receptacles.
Revised 8/1/2010 Page 13 of 27
EXHIBIT B
RESPONSIBILITIES OF THE CITY
(1) Allow CORPORATION the use of the Community Theatre Rehearsal Hall,
Costume Room, Scene Shop, Paint Shop, Stage, Auditorium, Light/Sound Booth,
designated work space, etc. as scheduled in ATTACHMENT 1 for the preparation
and presentation of theatre productions performed under this agreement provided
that CORPORATION submits specific rehearsal schedules, performance
schedules and shop use schedules. CORPORATION shall be required to comply
with all CITY policies. Any use of CITY facilities and equipment other than that
listed in this contract but necessary to carry out this contract must be scheduled
through and approved in advance by the Project Manager or his/her designee.
(2) Allow the use of the auditorium and the stage for performances and brush-up
rehearsals on the following schedule:
No performance shall begin earlier than 9:00 a.m. nor end later than midnight. In
no event shall CORPORATION conduct rehearsals or other activities, or
otherwise occupy CITY facilities from 12 midnight to 8:00 a.m. unless prior
written permission is obtained from the Project Manager or a designated
employee of the CITY is on site. CORPORATION shall observe all facility
security rules and regulations as established by CITY (Appendix A).
(3) Allow the use of the stage and the auditorium prior to the opening night of such
productions according to the production schedule set forth in ATTACHMENT 1.
Allow the use of the rehearsal hall, box office, scene shop, paint shop and
costume shop according to the schedule as set forth in ATTACHMENT 1.
Additional facility use may be provided as specified in item (Exhibit B (1);
Exhibit A (28)) above; however, priority use of the room will always be given to
actual rehearsals of productions covered by a contract with the CITY. The CITY
will not be responsible for obtaining additional space, but may assist in locating
other CITY spaces and may act as co-sponsor for use of CITY facilities under
appropriate circumstances. Payment as specified in the CITY’s Municipal Fee
Schedule will need to be made for any productions/performances/events/other
uses that are not included as a part of ATTACHMENT 1. CORPORATION will
forfeit the right to any additional reservations of CITY facilities should
CORPORATION reserve space which is not used. CITY reserves the right to
allow other uses of space when not in actual, scheduled use by CORPORATION.
Revised 9/1/2010 Page 14 of 27
(4) Provide the Project Manager or his/her designee with a list of all planned
activities utilizing theatre Stage and Auditorium during said periods. This
information is to be provided to the Project Manager or his/her designee in
production design meetings
(5) Allow CORPORATION to use all operational production equipment in
CITY'S Community Theatre inventory as requested by CORPORATION
and approved in writing by CITY. CORPORATION takes such equipment
"as is" and is responsible for ensuring that such equipment is in a safe
condition prior to use and is returned in working condition at the conclusion
of its use or of the production. The CORPORATION will assist the CITY in
keeping the inventory of tools, equipment, instruments and production
materials up-to-date so that all theatre users may benefit from the use of
these materials.
(6) Monitor all aspects of production relative to safety (Appendix E). If the
Project Manager or any designee(s) deem(s) that any procedure followed by
CORPORATION is unsafe, he or she has the authority to immediately stop
such procedure. The CITY and CORPORATION will work together to
prevent or quickly mitigate any fire hazards or any items identified by the
Fire Department during facility inspections.
(7) Provide maintenance of CITY facilities and equipment, replacement lamps
for lighting equipment and blades for table power tools, but not hand power
tools. CITY shall respond with reasonable speed to make necessary repairs
hereunder.
(8) Provide persons designated by CORPORATION and approved by the
Project Manager or his/her designee with keys, proximity cards (up to a
maximum of six), and alarm codes for access to Lucie Stern Community
Theatre facilities solely for the purpose of carrying out the requirements of
this agreement. Keys, proximity cards, and alarm codes shall not be loaned
or transferred and shall only be used by the designated persons. In the event
that CORPORATION fails to properly open or lock and secure CITY
facilities leading to a false alarm call-out or leaves areas of the facility
unlocked and unattended, a two hundred dollar ($200.00) penalty shall be
paid to CITY on each occasion. In the event that a designated key holder
loses any key or proximity card issued by CITY the CORPORATION shall
be assessed a seventy-five dollar ($75.00) replacement charge for each key
or proximity card or pay for the cost of rekeying or reprogramming the locks
of the facility if circumstances indicate it as determined by the CITY.
CORPORATION will be responsible and held accountable for all personnel,
properties and activities of CORPORATION. CORPORATION will be
responsible and held accountable for all CITY facility and equipment
damages or loss due to negligence.
Revised 9/1/2010 Page 15 of 27
(9) Have the right to, with no notice; suspend this contract if the building should
be declared uninhabitable for reasons of safety by the proper authorities.
(i.e. if the building should be damaged in an earthquake and be declared
unsafe for occupancy). If there is an outbreak of pandemic flu or other
medical emergency and places of public gatherings are closed, CITY will
not assume any financial responsibility for loss of revenue by the
CORPORATION. If the Lucie Stern Community Theatre is not available
due to earthquake, other disaster, or safety related issues, CITY will not
assume any financial responsibility for loss of revenue by the
CORPORATION.
Revised 9/1/2010 Page 16 of 27
EXHIBIT C
GENERAL CONDITIONS
(1) CITY. The Manager Arts-Children’s Theatre is designated the Project
Manager for CITY, who shall render overall supervision of the progress and
performance of this agreement by CITY. All services herein agreed in this
contract to be performed by CITY shall be under the overall supervision of
the Project Manager or his/her designee. Contractor shall go through
Project Manager or his/her designee in all matters dealing with CITY
policies, funding, facilities, equipment and other CITY departments outside
the Community Theatre.
(2) CORPORATION. CORPORATION shall assign a single Project Director
who shall have overall responsibility for the progress and execution of this
agreement by CORPORATION. Should circumstances or condition
subsequent to the execution of this agreement require a substitute Project
Director, CORPORATION shall notify CITY immediately of such
occurrence. The Project Director shall be responsible for all actions of the
CORPORATION, including their support groups and volunteers. The
Project Director shall also be responsible for all communication and
information to and from CITY and CORPORATION'S personnel, including
their support groups.
(3) ACCESS. CORPORATION shall not prevent the Project Manager, facility
maintenance personnel, and others specifically designated by the Project
Manager from free and easy access to all CITY facilities. The Project
Manager and others specifically designated by the Project Manager shall
attempt to coordinate such access if possible.
(4) SPECIFIC SERVICES. CORPORATION shall provide all specified
services as set forth herein, for the presentation of the 2010-2011 Season’s
productions as listed in and on the dates specified in ATTACHMENT 1.
(5) PRODUCTION CHANGES. CORPORATION may make changes to its
productions within the guidelines of the author or his/her representative.
(6) SCHEDULING. CORPORATION may change production scheduling or
locations for the purpose of increasing its net revenue and/or audience base,
provided that such changes shall not diminish the quality of or access to
such offerings by Palo Alto residents. Such changes shall be subject to
CITY policies and procedures for space reservation and requests for changes
are to be submitted in writing to the Project Manager for approval before
any such changes are made.
Revised 9/1/2010 Page 17 of 27
(7) FISCAL YEAR DEFINED. The term "fiscal year" shall mean July 1 to
June 30, although CORPORATION is not required to use the same period
for its own record-keeping and reporting purposes.
(8) DAYS DEFINED. The term "days" shall mean calendar days.
(9) QUALIFICATIONS. CORPORATION represents that it is qualified to
furnish the services described under this agreement and shall be responsible
for the performance of this agreement.
(10) TICKET SALES:
(a) CORPORATION budget for the term of this agreement is attached
hereto, marked “ATTACHMENT 2” and incorporated herein by
reference as though fully set forth.
(b) CORPORATION shall be responsible for sale of season tickets and
single tickets, depositing of revenue and reporting of revenue and
expenditures, and shall place available tickets for each production
for sale at the theatre box office one hour prior to each performance.
CORPORATION shall not pre-sell seat numbers C1, C2, D1, D2,
D3, and D4. CORPORATION shall also not pre-sell either the block
of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 or the block
of seats T1, T3, T5, T7, T9, U1, U3, U5, U7, and U9 but shall hold
one of these blocks of seats for disabled seating priorities. Said
unsold seats may be released for sale one hour prior to performance.
(c) CORPORATION agrees the price of admission for the season shall
be as set forth in ATTACHMENT 3.
(d) CORPORATION shall remit to CITY a surcharge for each ticket sold
of $2.00 for each and every ticket sold either through subscription,
group, individual, promotional or any other means. The surcharge of
$ 2.00 per ticket sold is due within 60 calendar days after the closing
date of the production. “Sold” is to include any tickets given in
exchange for monetary consideration. There will be a 10% surcharge
levied for payments received between 61 days and 90 days after the
closing date of the production; a 15% surcharge levied for payments
received between 91 days and 120 days after the closing date of the
production; and a 20% surcharge levied for payments received in
excess of 121 days of the closing date of the production. Payment
must be accompanied by the production report.
(e) CORPORATION shall provide CITY, when requested by the Project
Manager or his/her designee, with at least six (6) complimentary
Revised 9/1/2010 Page 18 of 27
tickets for each production on the date(s) requested, best available
seating will be provided to CITY if any seats are available at the
time of the request.
(f) CORPORATION may operate an intermission snack concession
during each performance under this agreement. CORPORATION
shall conduct such operation in a safe, clean manner and shall hold
CITY harmless from any claim or demand of liability of any nature
whatsoever which may arise out of such operation. If alcoholic
beverages are to be sold or distributed free of charge,
CORPORATION shall have on display a California State A.B.C.
Permit and provide the Project Manager with proof of liquor liability
where CITY is named as co-insured with liability of at least one
million dollars ($l,000,000.00) (See Exhibit A (29) above). It is the
responsibility of the CORPORATION to ensure that no alcoholic
beverage is served to a minor by checking I.D.’s if the person
appears to be under thirty years of age. Food and drink may not be
taken into the Auditorium or the Light/Sound Booth at any time.
CORPORATION shall remove all cups, glasses, bottles, napkins and
food from the lobby, green room, and any other affected areas,
including the courtyard, after each performance. CORPORATION is
required to adhere to CITY’S Zero Waste Plan (Appendix I).
(11) ORGANIZATION OF CORPORATION.
(a) Composition of Corporation. Throughout the term of this
agreement, CORPORATION shall remain an independent, non-
profit corporation under the laws of California governed solely by a
Board of Directors. Any changes in CORPORATION'S Articles of
Incorporation, By-Laws, or tax-exempt status shall be reported by
CORPORATION immediately to the Project Manager. Not more
than twenty-five percent (25%) of the persons serving on the
governing board of CORPORATION may be interested persons.
"Interested persons" means any person currently being compensated
by the CORPORATION for services rendered to it, whether as a full
or part-time employee, independent or otherwise, but excluding any
reasonable compensation paid to a director as director.
(b) Meetings of Corporation. All meetings of the Board of Directors of
CORPORATION shall be open to the public, except meetings, or
portions thereof, dealing with personnel or litigation matters. Project
Manager will serve as CITY liaison to CORPORATION'S Board of
Directors. Project Manager shall be notified 21 (twenty-one) days in
advance of the dates, times, and locations of all Board of Directors
meetings. CORPORATION shall provide CITY with names,
addresses and telephone numbers of CORPORATION Board
Revised 9/1/2010 Page 19 of 27
members, as well as your Board’s meeting schedule
(ATTACHMENT 4) to be attached to this agreement prior to its final
approval. CORPORATION shall provide an updated roster of
Board of Directors as changes may occur.
(12) FISCAL RESPONSIBILITIES OF CORPORATION.
(a) Fiscal Agent. CORPORATION shall appoint a fiscal agent who
shall be responsible for the financial and accounting activities of
CORPORATION, including the receipt and disbursement of
CORPORATION funds. CORPORATION shall provide CITY with
the name of fiscal agent (ATTACHMENT 5) and notify the Project
Manager within 24 hours of any changes occurring during the
contract period. CORPORATION shall have sole responsibility for
the safekeeping of CORPORATION tickets and monies.
(b) Fiscal Monitor. CORPORATION shall appoint from its Board an
individual who no less than monthly shall review and by signature
acknowledge each monthly financial report.
(c) System of Accounts. CORPORATION and its fiscal agent shall
establish and maintain a system of accounts that shall be in
conformance with generally accepted principles of accounting for
budgeted funds. Such system of accounts shall be subject to the
review and approval of appropriate CITY staff.
(d) Financial Record. In support of its system of accounts,
CORPORATION shall maintain complete and accurate records of all
financial transactions, including, but not limited to, contracts,
invoices, time cards, cash receipts, vouchers, canceled checks, and
bank statements. These records shall be made available to the CITY
upon request. NOTE: CORPORATION currency is not to be stored
on the theatre premises.
(e) Audits. CORPORATION shall provide for independent audit of its
fiscal year transactions, records, and financial reports. The audit
shall be at the discretion of CITY and, if required, shall be done by a
certified public accountant. The certified public accountant shall
submit the report to both parties. The cost of this audit will be borne
by CORPORATION.
(f) Audit of surcharge payments. Corporation shall retain for a period
of at least three years ticket stubs, sales records, and a verified report
of sold and unsold tickets which must be made available to the city
of Palo Alto Auditor upon request.
Revised 9/1/2010 Page 20 of 27
(13) PRODUCTION REPORTS AND RECORDS.
(a) Production Reports. CORPORATION shall keep accurate records of
and shall file with Project Manager or his/her designee Production
Reports within thirty (30) calendar days following the closing of
each production, listing number of performances, ticket sales,
expense/revenue, number of paid and volunteer participants and paid
and volunteer participant hours worked. Each report shall be
prepared on the form provided by CITY or on a form approved by
the Project Manager. CORPORATION shall make every reasonable
effort to supply such other information as the Project Manager
and/or CITY Auditor may request. On reasonable notice and with
reasons specified, CORPORATION shall grant the Project Manager
and/or CITY Auditor access to all CORPORATION records relating
to this agreement, including performance records, data, statements,
and reports.
(b) Evaluation of services. CORPORATION shall furnish all data,
statements, records, information, and reports requested by CITY to
monitor, review, and evaluate the performance of
CORPORATION'S services hereunder.
(c) A copy of CORPORATION’S most recently filed California State
Tax Form 199, "California Exempt Organizations Annual
Information Return" must be filed with the Project Manager or
his/her designee within fifteen days of when it is due to the State of
California and shall also be attached to this agreement prior to its
final approval (ATTACHMENT 6).
(14) CORRECTIVE ACTION REQUIREMENT. Notwithstanding the
requirements of this agreement, in the event CITY should determine from
any source, including but not limited to reports submitted by
CORPORATION under this agreement or any evaluation report from any
source, that there is a condition which requires correction, CITY may
forward to CORPORATION a request for corrective action. Such request
shall indicate the nature of the condition(s) or issue(s) which require(s)
corrective action and may include a recommendation as to appropriate
corrective action. Within fifteen (15) days of CITY'S request,
CORPORATION shall submit its response which shall include its view of
the problem and proposed action, if any. Upon request of either party, the
parties shall meet within five (5) days thereafter to discuss the problem and
proposed corrective action.
(15) RIGHT TO SUSPEND OR TERMINATE. Either party may suspend or
terminate the agreement for any reason by giving thirty (30) days' written
Revised 9/1/2010 Page 21 of 27
notice to the other party. Upon the expiration of such notice, performance
of the services hereunder shall be immediately discontinued.
(16) SURRENDER OF MATERIALS. Upon suspension or termination,
CORPORATION shall immediately turn over to CITY all keys and
proximity cards issued by CITY, copies of studies, reports, and other data,
whether or not completed, prepared by CORPORATION or its
subcontractors, if any, in connection with this agreement. Such materials
shall become the property of CITY. CORPORATION, however, shall not
be liable for CITY'S use of incomplete materials nor for CITY'S use of
complete documents if used for other than the services contemplated by this
agreement.
(17) CONTRACTS WITH OTHER AGENCIES. CORPORATION agrees not
to enter into any contract or agreement with another person or agency that
will materially interfere with or inhibit the full performance of the services
to be provided by CORPORATION under this agreement.
CORPORATION agrees to terminate as soon as legally possible any
contract or agreement which will materially interfere with or inhibit the full
performance of the services to be provided by CORPORATION to CITY
under this agreement. Nothing herein is intended to prohibit
CORPORATION from applying for, and receiving, supplementary funding
from other than CITY sources so long as any agreement required for such
funding does not materially interfere with or inhibit the full performance of
the services to be provided by CORPORATION under this agreement.
CORPORATION is specifically encouraged to seek such supplementary
funding.
(18) INTEREST OF CORPORATION. CORPORATION covenants that it
presently has no interest, and shall not acquire any interest, direct or
indirect, financial or otherwise, which would conflict in any manner or
degree with the performance of the services hereunder. CORPORATION
further covenants that, in the performance of this agreement, no
subcontractor or person having such an interest shall be employed. It is
expressly agreed that, in the performance of the services hereunder,
CORPORATION shall at all times be deemed an independent contractor
and not an agent or employee of CITY.
(19) ASSIGNMENT. Both parties shall give their personal attention to the
faithful performance of this agreement and shall not assign, transfer, convey,
or otherwise dispose of this agreement or any right, title, or interest in or to
the same or any part thereof without the prior written consent of the other
party, and then only subject to such terms and conditions as the other party
may require. Consent to one assignment shall not be deemed to be consent
to any subsequent assignment. Any assignment without such approval shall
be void and at the option of the other party, shall terminate this agreement
Revised 9/1/2010 Page 22 of 27
and any license or privilege granted herein. This agreement and interest
herein shall not be assignable by operation of law without the prior written
consent of the other party.
(20) SUBCONTRACTORS: EMPLOYEES. CORPORATION shall be
responsible for employing or engaging all persons necessary to perform the
services of CORPORATION hereunder. No subcontractor of
CORPORATION will be recognized by CITY as such, rather, all
subcontractors are deemed to be employees of CORPORATION and it
agrees to be responsible for their performance. CORPORATION shall give
its personal attention to the fulfillment of the provisions of this agreement
by all of its employees, participants, volunteers, and subcontractors, if any,
and shall keep the work under its control.
(21) INDEMNITY. CORPORATION hereby agrees to indemnify and hold
harmless CITY, its officers, agents, and employees of and from:
(a) Any and all claims and demands which may be made against CITY,
its officers, agents, or employees by reason of any injury to or death
of any person or damage suffered or sustained by any person or
corporation caused by, or alleged to have been caused by, any act or
omission, negligent or otherwise, of CORPORATION, its officers,
employees, agents, participants, volunteers, or any subcontractor
under this agreement or of any of subcontractor's employees or
agents.
(b) Any and all damage to, loss or destruction of the property of CITY,
its officers, agents, or employees occupied or used by or in the care,
custody, or control of CORPORATION caused by any act or
omission, negligent or otherwise, of CORPORATION, its officers,
employees, agents, participants, volunteers or any subcontractor
under this agreement.
(c) Any and all claims and demands which may be made against CITY,
its officers, agents, or employees by reason of any injury to or death
of or damage suffered or sustained by any employee, participant,
volunteer, or agent of CORPORATION or any subcontractor under
this agreement, however caused, excepting, however, any such
claims and demands which are the result of the sole negligence or
willful misconduct of CITY, its officers, agents or employees.
(d) Any and all claims and demands which may be made against CITY,
its officers, agents, or employees by reason of any infringement or
alleged infringement of any copyright or trademark caused by or
alleged to have been caused by CORPORATION or any
subcontractor under this agreement.
Revised 9/1/2010 Page 23 of 27
(e) Any and all penalties imposed or damages sought on account of the
violation of any law or regulation or of any term or condition of any
permit in connection with this Agreement.
(f) CORPORATION at its own cost, expense and risk shall defend any
and all suits, actions, or other legal proceedings that may be brought
or instituted by third persons against CITY, its officers, agents, or
employees on any such claim or demand referred to in Paragraphs
(a), (b), (c) and (d) above, of such third persons, or to enforce any
penalty referred to in Paragraph (e) above and pay and satisfy any
judgment or decree that may be rendered against CITY, its officers,
agents, or employees in any such suit, action, or other legal
proceeding.
(g) Any and all claims and demands which may be made against CITY,
its officers, agents or employees for any loss or damage to materials
and equipment owned, rented or borrowed by CORPORATION, its
employees, subcontractors, participants, volunteers, sponsors or any
others under its project management.
(22) INTOXICATION. CORPORATION agrees to be responsible for injuries or
damage caused by any of its employees, agents, patrons, subcontractors, or
volunteers under the influence of alcohol, drugs, hallucinogens or narcotics,
whether or not legally prescribed. CORPORATION as well as CITY shall
not permit any of CORPORATION’S employees or volunteers discovered
to be under the influence from remaining in any facility used under the
terms of this contract and CITY reserves the right of denying such persons
further participation in Theatre activities. Consumption of alcoholic
beverages or use of illegal drugs is expressly forbidden by any person
working for the CORPORATION, paid or volunteer. This includes all staff,
actors, crew and musicians while at the Lucie Stern Community Center or
any other CITY facility.
(23) WORKER'S COMPENSATION. CORPORATION certifies that it is aware
of the provisions of the Labor Code of the State of California, which
requires every employer to be insured against liability for workers'
compensation or to undertake self insurance in accordance with the
provisions of the code, and it certifies that it will comply with such
provisions before commencing the performance of the work of this
agreement.
(24) INSURANCE. CORPORATION, at its sole cost and expense, shall obtain
and maintain in full force and effect throughout the entire term of this
agreement insurance coverage insuring not only Contractor and its
subcontractors, if any, but also, with the exception of workers' compensation
Revised 9/1/2010 Page 24 of 27
and employer's liability insurance, CITY, its officers, agents, and employees
and each of them. CITY is to be named as co-insured with liability coverage
of at least one million dollars
($l,000,000.00) to be attached to this agreement prior to its final approval.
Certificates of such insurance shall be filed with CITY concurrently with the
execution of this agreement. Said certificate shall be subject to the approval
of the City Attorney and shall contain an endorsement stating that said
insurance is primary coverage and will not be canceled or altered by the
insurer except after filing with the City Clerk thirty (30) days' written notice
of such cancellation or alteration. Current certificates of such insurance
shall be kept on file at all times during the term of this agreement.
(25) WEAPONS. No firearms or other weapons, whether loaded or not, shall be
allowed in the Lucie Stern Community Theatre or on any other CITY
property. Stage weapons and firearms designed solely for the use of blank
cartridges will be allowed if they are being used as a prop in the current
production but must be stored, when not being used, in a secure manner by
the CORPORATION’S stage manager or his/her designee. (Please reference
the CITY’S Danger Policy, Appendix K)
(26) LEGAL COMPLIANCE. CORPORATION and all its paid employees,
subcontractors, and volunteer participants are required to abide by all
Federal, State and Local laws and ordinances.
Revised 9/1/2010 Page 25 of 27
EXHIBIT D
NON-DISCRIMINATION FORM
Certification of Nondiscrimination:
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not discriminate in employment with regards to age, race, color,
religion, sex, national origin, ancestry, disability, or sexual preference; that they are in
compliance with all Federal, State, and local directives and executive orders regarding
nondiscrimination in employment.
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW.
Firm: ____________________________________________________________
Signature: ____________________________________________________________
Name: ____________________________________________________________
Signature: ____________________________________________________________
Name: ____________________________________________________________
Note: California Corporations Code Section 313 requires two corporate officers to
execute contracts.
*The signature of First Officer* must be one of the following: Chairman of
the Board; President; or Vice President.
**The signature of the Second Officer** must be one of the following:
Secretary; Assistant Secretary; Chief Financial Officer; or Assistant
Treasurer.
(In the alternative, a certified corporate resolution attesting to the signatory
authority of the individuals signing in their respective capacities is
acceptable)
Revised 9/1/2010 Page 26 of 27
EXHIBIT E
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE
TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE
COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF
A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS
SPECIFIED, BELOW:
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED:
CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND
MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE
TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE
HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF
WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY,
ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF
CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE
FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
Revised 9/1/2010 Page 27 of 27
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED
COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO
OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF
THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF
MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY
UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10)
DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND
CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
POLICY AND PROCEDURES 1-25/MGR
REVISED: AUGUST 2007
1
PUBLIC/PRIVATE PARTNERSHIPS
POLICY STATEMENT
The City of Palo Alto encourages the formation of public/private partnerships for the benefits
the community receives. For the purposes of this policy, “public/private” also encompasses
“public/nonprofit” partnerships.
Definitions
Public/private partnership: A public/private partnership is an agreement between the City and
a nonprofit or private organization to provide services or to assist in funding of public facilities
and programs. Such partnerships may take various forms, including:
• Acceptance of or solicitation of service or facility proposals
• Facilitation of such proposals through the City's regulatory process
• Waiver of City General Fund fees to help reduce project costs.
• Contributions of City matching funds for construction of facilities to be owned and
controlled or operated by the City.
• Provision of facilities to the private partner at no charge or at a subsidized rent.
Public/private partnerships typically fall into one of three categories: co-sponsorship, alliances
or joint ventures.
Co-Sponsorships: This is the most common type of public/private partnership. An
organization furthers the mission of the City by supporting a City activity or program in
conjunction with pursuit of that organization’s own mission or program. Co-sponsorships can
take the form of one-time events or annual agreements. Some examples of co-sponsorships
include the Palo Alto Tennis Club use of City courts to provide a youth tennis program and
American Youth Soccer Organization’s use of space in a City facility to train referees. Co-
sponsorships are entered into by staff and normally have no or minimal financial impact.
Alliances: This type of public/private partnership involves organizations that have been
created for the sole purpose of supporting a City program or an array of City programs. The
organization does not expect to receive any direct financial benefit or to alter City policy
and/or operations, but undertakes to work closely and cooperatively with staff to implement
City goals. Alliance organizations include the Recreation Foundation, the Art Center
Foundation (Project Look or Cultural Kaleidoscope), the Friends of the Children’s Theatre (the
Magic Castle), the Library Foundation and the Friends of the Palo Alto Library (financial
assistance with the renovation and expansion of the Children’s Library). Alliances are
approved by the Council if there are any staffing or budgetary implications to the partnership.
POLICY AND PROCEDURES 1-25/MGR
REVISED: AUGUST 2007
2
Joint Ventures: This type of partnership involves organizations which have programs or
missions independent of the City and involve the City entering into a contractual relationship
with the public or nonprofit organization with both parties contributing to the partnership for
their mutual benefit. Each joint venture is uniquely negotiated by the staff and approved by
the City Council. Examples of Joint Ventures include TheatreWorks, Palo Alto Players and
West Bay Opera’s use of the Community Theatre and use of the former police station by older
adult service provider, Avenidas.
PROCEDURES
Initiation of partnerships: Public/private partnerships may be initiated in one of three
ways:
• By staff: Staff identifies an opportunity for such a partnership and undertakes
an informal or formal request for proposal process to identify partners.
• By Council: The City Council directs staff to work with a private or nonprofit
organization to develop such a partnership.
• By a private or nonprofit organization: An organization makes a partnership
proposal to the staff or City.
City Manager Review: If the partnership proposal involves more than one City
department, the City Manager’s Office will appoint a team with representatives of all
City departments who are stakeholders in the partnership proposal. The team will
analyze the proposal and inform the City Manager of the resource implications of the
proposal, including staffing and monetary commitments. This would include proposed
fee waivers. If the proposal will require a re-ordering of department priorities that have
already been approved by the Council in setting its annual priorities or in the budget
process, Council approval will be required prior to commitment to the partnership.
Council approval will also be required if the partnership requires a new or adjusted
allocation of operating or capital funding. Note: Co-sponsorships usually only involve a
single department and do not necessitate the formation of an interdepartmental
committee, the involvement of the City Manager’s Office or the approval of the City
Council.
City-Initiated Partnerships: Such partnerships will be guided by existing policies and
procedures governing purchasing and outsourcing, using “requests for proposals” and/or
bid processes as the method of initiating a partnership. A City-initiated partnership may
incorporate incentives including naming rights, waiver of non-enterprise fund building
and planning fees, reduced lease rates, free use of space, subsidies, and staff resources.
All incentives may be negotiated on a case-by-case basis.
POLICY AND PROCEDURES 1-25/MGR
REVISED: AUGUST 2007
3
Evaluation of Viability of Partnering Organization: Staff will provide the City Manager
and/or City Council with its assessment of the viability of the proposed partnership, based
on the partnering organization’s possession of sound organizational, administrative and
fiscal management, and its demonstrated experience to achieve and sustain project tasks,
such as fundraising and building community support. For proposed facility improvement
or expansion initiatives, the nonprofit or private organization should have the ability and
commitment to make a substantial pledge to the project’s cost.
Facilities Proposals:
• If a City facility is to be renovated, expanded or otherwise be directly affected by
the partnership, the Infrastructure Management Plan will have to be adjusted
appropriately.
• Long-term staffing, operational and maintenance costs must be identified in the
proposal. The project’s applicable costs and funding sources for furnishings,
fixtures and equipment will be identified.
• The parties will negotiate the joint or separate financial responsibility for any
project cost overruns on a project-by-project basis.
• Staff may recommend that any standard City processing or use fee authorized
under the Municipal Fee Schedule, excluding fees and charges levied by City of
Palo Alto Utilities or other City enterprise fund programs, should be waived as a
condition of the City's participation. Waiver of fees may be granted by the Council
and limited to those fees associated with a construction or capital improvement
project which, upon its completion, results in a new or improved public facility,
building or park, or some portion thereof, that will be solely owned or controlled
by the City. In the event that only a portion of a construction or capital
improvement project will result in a new or improved City facility, building or
park, or portion thereof, then the Council may waive only that portion of any
associated fee directly relating to the construction, improvement or enhancement
of the City facility, building or park. As appropriate, the summary and
recommendation in the report to the Council will include a staff recommendation
on waiving fees which the Council can approve or reject.
• The City will determine whether the nonprofit or private organization shall use or
may forego a formal or informal competitive selection process in the hiring of
professionals who will perform the management, design and/or construction
phases of the project. The City shall review and approve the requirements for and
the performance of all phases of design, planning and construction work for the
project.