CITY OF CARMEL-BY-THE-SEA

CITY COUNCIL
Staff Report
SR 2017-123
August 8, 2017
Orders

TO: Honorable Mayor and City Council Members

SUBMITTED BY: Chip Rerig, City Administrator

SUBJECT: Adopt Resolution ratifying City Administrator's execution of the Lease Agreement
between City of Carmel-by-the-Sea and Sunset Cultural Center, Inc. for the facility
known as Forest Theater for the period of July 1, 2017, through and including
June 30, 2032.

RECOMMENDATION

Adopt Resolution ratifying City Administrator's execution of the Lease Agreement between City of Carmel-by-
the-Sea and Sunset Cultural Center, Inc. for the facility known as Forest Theater for the period of July 1, 2017,
through and including June 30, 2032.

BACKGROUND / SUMMARY

The City and Sunset Cultural Center, Inc. (SCC) entered into an Agreement for the purpose of managing and
operating the Sunset Center on July 2, 2013. In June of 2016, the City Council extended the agreement for an
additional 12 months. At its regular meeting held July 11, 2017, the Council authorized the City Administrator to
enter into an additional Lease Agreement between the City of Carmel-by-the-Sea and Sunset Center Cultural,
Inc. for the management of the Forest Theater for the period of July 1, 2017, through and including June 30,
2032. The agreement has been fully executed and it is recommended that Council adopt Resolutions ratifying
the execution of the agreements.

FISCAL IMPACT

No fiscal impact.

PRIOR CITY COUNCIL ACTION

The Council Authorized the City Administrator to enter into a Lease Agreement between the City of Carmel-by-
the-Sea and Sunset Center Cultural, Inc. for the management of Forest Theater at its July 11, 2017 regular
meeting.

ATTACHMENTS

1. Resolution
2. Lease Agreement with Sunset Cultural Center, Inc. for the Forest Theater
 CITY OF CARMEL-BY-THE-SEA
CITY COUNCIL

RESOLUTION NO. 2017-___

ADOPT RESOLUTION RATIFYING CITY ADMINISTRATOR'S EXECUTION OF THE LEASE AGREEMENT

BETWEEN CITY OF CARMEL-BY-THE-SEA AND SUNSET CULTURAL CENTER, INC. FOR THE FACILITY
KNOWN AS FOREST THEATER FOR THE PERIOD FROM JULY 1, 2017, THROUGH AND INCLUDING
JUNE 30, 2032.

WHEREAS, an ad hoc committee was appointed by the Council to negotiate new lease terms with
representatives of Sunset Cultural Center, Inc.for the property known as the Sunset Center and

WHEREAS, during the discussions regarding the Sunset Cultural Center, Incs interest in a long-term
lease for the Sunset Center the issue of the Forest Theater was raised as an additional property that the
parties should discuss for purposes of creating a long-term relationship with one another, as to all City owned
theatrical zoned properties.

WHEREAS, the discussions relating to the Forest Theater did not arise until late March/ early April of
2017 negating any notice requirements under the closed session agenda until that time, and

WHEREAS, after the issue of the Forest Theater became known to the City, the City was required to
notice on the closed session agenda the parties, and location of both the Sunset Center as well as the Forest
Theater, and though inadvertence, failed to notice the location of all properties under consideration.
(specifically, the Forest Theater), and

WHEREAS, the City has reissued the closed session and public hearing agenda to reflect the
consideration of the terms and conditions of the proposed lease between Carmel-by-the-Sea and the Sunset
Cultural Center, Inc, as it pertains to the Forest Theater.

WHEREAS, after considering the comments and observations of the public regarding the advisability
of entering into a long-term lease with the Sunset Cultural Center, and

WHEREAS, after three (3) months of negotiations, agreement as to the terms were reached and the
Sunset Cultural Center, Inc. board approved agreements for the management of the Forest Theater; and

WHEREAS, at its regular meeting held July 11, 2017, the Council authorized the City Administrator to
enter into a Lease Agreement between the City of Carmel-by-the-Sea and Sunset Center Cultural, Inc. for the
management of Forest Theaterfor the period of July 1, 2017, through and including June 30, 2032, and

WHEREAS, the agreement has been fully executed, it is recommended that Council adopt a resolution
to ratify the execution of that agreement.

NOW THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF CARMEL-BY-
THE-SEA DOES HEREBY:

Adopt Resolution ratifying City Administrator's execution of the Lease Agreement between City of
Carmel-by-the-Sea and Sunset Cultural Center, Inc. for the facility known as Forest Theater for the
period of July 1, 2017, through and including June 30, 2032.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEA this
8th day of August, by the following roll call vote:
AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

SIGNED: ATTEST:

_______________________ ___________________________
Steve G. Dallas, Mayor Ashlee Wright, City Clerk
 FOREST THEATER

LEASE AGREEMENT

Between

CITY OF CARMEL-BY-THE-SEA

A Municipal Corporation

and

SUNSET CULTURAL CENTER

A California Nonprofit Public Benefit Corporation

 FOREST THEATER LEASE AGREEMENT

THIS LEASE AGREEMENT ("Agreement") is entered into on Jj,_~ 1. , 2017,

by and between the CITY OF CARMEL-BY-THE-SEA, a municipal corporation ("CITY") and
SUNSET CULTURAL CENTER, a California nonprofit public benefit corporation ("SCC").

RECITALS

WHEREAS, CITY owns property and improvements in the public parkland bordered by
Santa Rita and Guadalupe Streets, and Mountain View and Josselyn Lane footpath (aka "Seventh
Avenue" on lot maps), surrounded by residential properties in Carmel-by-the-Sea, California,
known as the Forest Theater more specifically described as: Lots One to Fifteen inclusive in
Block 85 as designated on the map of Addition Number 5 to Carmel-by-the-Sea, Monterey
County, California, filed on February 9, 1910, and on record in the office of the County Recorder
of the County of Monterey, State of California, in Map Book Two, Cities and Towns, at page 22.

WHEREAS, SCC was incorporated in 2004 as a California nonprofit public benefit

corporation for the express purpose of managing and operating CITY'S Sunset CollUilunity &
Cultural Center ("Sunset Center"), including the Sunset Theater;

WHEREAS, the CITY desires uniformity in the management of all its theater assets and
theater operations to ensure consistency of practices, procedures and accounting methods and
further desires to assign the management of the Forest Theater to SCC who has the proven
expertise and experience of operating CITY theater facilities for the benefit of a variety of users;

WHEREAS, SCC and the CITY desire that Forest Theater be operated and managed as a
place for public entertainment in accordance with the provisions of this Agreement so that Forest
Theater continues to serve as a cultural stimulant for the community and for the Theater's two
historic user groups, while demonstrating sensitivity to and consideration for the residential
environment surrounding the open-air facility, and recognizing that seasonal weather conditions
limit the year-round use of the outdoor theater;

WHEREAS, it is the intent of both Parties to achieve these mutual goals through
continuing their long-standing partnership in the operation of another theater venue in the
COllUilUnity.

11Page
 NOW, THEREFORE, for and in consideration of the mutual covenants, terms,
provisions, conditions and limitations herein set forth, the Parties agree as follows:

ARTICLE 1
DEFINITIONS

For purposes of the Agreement, words not herein specifically defined shall be given
their normal and usual English language meaning. The following terms, phrases, words, and
their derivations shall have the meaning given herein. References to governmental entities
(whether persons or entities) refer to those entities or their successors in authority.

1.1 Definitions. Certain terms in this Agreement are specifically defined and set forth
as follows:

1.1.1 Agreement. "Agreement" means this Agreement, as it may be amended,

restated or supplemented in writing and executed by both Parties from time to time in
accordance with the terms hereof. References to Sections are to this Agreement unless
otherwise qualified.
1.1.2 Board of Trustees. Those persons acting as Trustees of SCC as of the
Effective Date and such substitutions, replacements, and new Trustees as shall be
selected from time to time by the then sitting Board of Trustees in accordance with the
Bylaws of SCC.

1.1.3 City Administrator. The City Administrator of Carmel-by-the-Sea.

1.1.4 City Council. The sitting City Council of the City of Carmel-by-the-Sea,
at any given point in time during the duration of this Agreement.

1.1.5 Executive Director. The person, regardless of name, selected, engaged

and authorized by the SCC's Board of Trustees to act as the chief executive officer of the Sunset
Center and of the Forest Theater.

1.1.6 Facility. "Facility" shall mean the grounds and improvements in the
public parkland known as Forest Theater (hereinafter "Theater") that include the outdoor stage,
indoor theater and function space, audience seating area, concessions building, public restroom
building, pedestrian pathways, parking lot, individual parking spaces, and driveway.
21Pnge
 1.1. 7 Fiscal Year. A one-year period beginning July I and ending the
following June 30.

1.1.8 Improvements. "Improvements" shall mean and include the structures

and all other improvements now or hereafter affixed to the Theater.

1.1.9 Law. "Law" or "Laws" shall include any judicial decision, statute,
constitution, ordinance, resolution, regulation, rule, administrative order, or other requirement of
any municipal, county, state, federal or other governmental agency or authority having
jurisdiction over the parties hereof or affecting or governing the Facility, in effect either at the
effective date hereof or at any time during the Term.

1.1.10 Lease Year. "Lease Year" shall consist of the twelve (12) month period
commencing July I and ending June 30 of each year for the term of this Agreement.

1.1.11 Manage. "Manage", or any derivation thereof, shall mean to direct,

control, operate, maintain, govern, determine, oversee, and administer the operations of the
Facility in accordance and compliance with the terms and conditions of this Agreement and all
applicable laws, rules, and regulations.

1.1.12 Operating Grant. The financial support payable by CITY to SCC

pursuant to Section 5.5 to offset a portion of SCC's expenses (Operating Budget).

1.1.13 Parties. "Parties" mean CITY and SCC exclusively and collectively.

1.1.14 Party. "Party" means CITY or SCC individually.

1.1.15 Person. Includes natural persons, corporations, limited partnerships,

general partnerships, joint stock companies, joint ventures, associations, limited liability
companies, limited liability partnerships, trusts, land trusts, business trusts, or other organizations,
whether or not legal entities.

1.1.16 Premises shall mean the premises described as set out m the first
paragraph of the Recitals of this Agreement.

1.1.17 Operator Improvements shall refer to non-capital improvements and

personal property additions, not pennanently affixed to existing or subsequently built structures.
3IPflge
 1.1.18 Term shall mean the original fixed term of this Agreement as may be
extended by mutual written agreement of the Parties.

ARTICLE2
PURPOSE, SERVICES, DESCRIPTION OF FACILITY, TERM OF AGREEMENT

2.1 Incorporation of the Recitals. The Parties acknowledge and agree that the above
stated recitals are true and correct to the best of their knowledge and are incorporated as though
fully set forth herein.

2.2 General. The CITY desires the services of SCC to operate and manage the
Facility. The purpose of this Agreement is to set forth the rights, duties and obligations of the
respective Parties with regard to operation and management of the Facility.

2.3 Principal Function. The principal function of SCC shall be to rent, operate and
manage the Facility as a place for public entertaimnent and community events, as further detailed
in the specific scope of services described in this Agreement based on the compensation agreed to
be provided to sec for providing such specific services.
2.4 Scope of Services.

2.4.1 CITY and SCC hereby agree that SCC shall operate and manage the
Forest Theater. Management and operation includes, but is not limited to: (1) Acting as a liaison
to all user groups; (2) Monitoring the use of the Facility by the user groups; (3) Entering into Use
Agreements with user groups (including approval of all insurance and indemnity requirements);
(4) Monitoring the condition of the Facility; (5) Establishing, implementing and publishing its
booking, presentation and rental policies; (6) Approving or denying requests for use of the
Facility; (7) Monitoriog and ensuring that all appropriate use and consumption permits are
obtained; (8) Adopting rental and use fees for any and all uses of the Facility; (9) Auditing ticket
sales by the users; ( 10) Collecting rental revenue and charges for use of the Facility; and, ( 11)
reporting the collected rental revenue, commissions, and Facility charges in the required annual
report to the City Council.
 2.4.2 SCC shall coordinate and attend Facility walk-through(s) upon arrival and
departure of each user group, establish and implement all aspects of booking and scheduling, and
operate concessions on its own behalf or through others.

2.4.3 SCC shall enforce the Facility restrictions and limitations in concert with
the CITY, but shall not be required to monitor or enforce any building permit regulations which
will remain under the sole and exclusive purview of the CITY.

2.5 Reservations. CITY reserves to itself the right, from time to time, to grant,
without the consent of SCC, such easements, rights and dedications that CITY deems necessary,
and to cause the recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not umeasonably interfere with the pennitted use of the
Facility by SCC. SCC agrees, if requested by CITY, to execute in a timely manner, not more than
ten ( 10) calendar days from the date of request, documents to effectuate any such easement rights,
dedications, maps or restrictions.

2.6 Parking Area. CITY grants to SCC the right to oversee and manage the utilization
of the parking spaces located at the Facility and to condition any rental agreement with such right
of oversight and management.

2.7 Condition of Facility. CITY and SCC acknowledge that the Facility consists of
the Theater and adjacent spaces and other buildings in various conditions of maintenance and
repair, as depicted in a photographic inventory in Attachment "A". CITY and SCC shall work
with the photographer to inventory the Facility condition. Such inventory will be executed by
mutual agreement within ninety (90) days from the date of execution of this Agreement and
photographer's fees shall be borne by CITY.

2.8 Effective Date. The effective date of this Agreement shall be July 1, 2017.

2.9 Lease Term. The term of this Lease ("Term") shall be for a period of fifteen ( 15)
years commencing on the Effective Date and shall expire on June 30, 2032.

2.10 Right to Terminate. Subject to, and superseded by, Section 9.1 "Tennination
Upon Default" which specifies that the Parties have the right to terminate this Agreement on sixty
(60) days' notice in the event of an uncured breach of this Agreement, each Party shall have the

SIPoge
right to terminate this Agreement at the end often (10) years into the Term, or at the end of the
Agreement Term, by providing written notice to the other Party of its election to terminate
("Termination Notice"). Such notice shall be given no less than two (2) years prior to termination.
In exercising a Party's right to elect to terminate this Agreement, either Party may propose to
forbear from its right to terminate by entering into an agreement, executed by both Parties, to
modify or amend any provision or provisions of this Agreement.

ARTICLE3
OPERATION AND MANAGEMENT

3.I Lease Payment. CITY hereby acknowledges the public benefit of the services
offered by the non-profit organization sec and the value of the in-kind services that sec
provides to the community. Therefore, in consideration of those public contributions which the
CITY recognizes are considered a core function of the CITY, providing a significant social
service, and the contractual obligations SCC bears under the provision of the Lease, CITY
hereby agrees that the cash lease payment for the duration of the Agreement shall not exceed
One Dollar ($1.00) per year.

3.2 CITY Leases and Contracts out Operation and Management Functions.
Subject to the terms, covenants and conditions set forth in this Agreement, and also subject to all
recorded covenants, conditions and restrictions, utility easements, other recorded private
easements, reciprocal easement agreements and any other recorded instruments affecting the use
of the Facility as they may exist as of the date of this Agreement, and which may be modified
from time to time, CITY hereby grants to SCC the exclusive right to operate and manage the
Facility as specified in Section 2.4 "Scope of Services" agreed to by the Parties. SCC agrees to
operate and manage the Facility in a professional and business-like manner.

3.3 SCC Bylaw Covenants. Throughout the term of this Agreement, SCC's bylaws,
as amended, shall provide that no less than one-third (1/3) of the Trustees serving on the SCC
Board shall be residents of the City of Carmel-by-the-Sea, and not less than two thirds (inclusive
of Carmel-by-the-Sea residents) shall be residents of Monterey County. The Board of Trustees
shall maintain and provide the CITY with a current roster of SCC Trustees. The Board of Trustees
shall not adopt any policy or take any action regarding the operation and management of Forest
Theater which would violate the rules and regulations under Section 50 I (c)(3) of the Internal

6IPage
Revenue Code or conflict with SCC's tax exempt status under said Section 50l(c)(3), which
would create a prohibited conflict of interest between any member of the SCC Board of Trustees
or provides a direct or indirect financial benefit to any individual member of the Board of
Trustees, or any entity which any such member directly or indirectly represents, owns or controls.

3.4 Executive Director. The Executive Director shall be an employee of SCC and
shall report to and serve at the pleasure of the SCC Board of Trustees.

3.5 Budget. After adoption by the Board, SCC shall submit its annual budget to the
CITY which shall include SCC's anticipated revenue and expenses relating to the services SCC
will provide in connection with the Forest Theater for purposes of reporting on the Scope of
Services provided by SCC and the compensation to be received. SCC shall not prepare a separate
budget for the services SCC provides in connection with the Forest Theater but such budget
information shall be separately identified and included in SCC's complete budget covering all its
operations.

3.6 Reporting and Coordination between the Parties. SCC shall report its activities,
financial data, indicators, and condition to the CITY in the following ways:

3.6.1 Semi-Annual Report to City Administrator. At least every six months,

SCC shall provide to the CITY a report presented at a meeting with the City Administrator in a
form approved by the CITY. The report shall include, but is not limited to: (i) The status of
anticipated activities for the upcoming year; (ii) Reporting on the activities for the prior six
months, finances, and attendance statistics; and, (iii) Reporting issues relating to activities or
contract compliance, if any. The first such report shall be due by December 30, 2017, covering
the preceding six months.

3.6.2 Annual Report to the City Council. At the end of each calendar year,
or at the discretion of the City Administrator, SCC shall provide a written report and oral
presentation to the City Council on the finances, operation and performance of the Forest
Theater.

71Page
 ARTICLE4

AUTHORIZED USE OF FACILITY

4.1 Permitted Uses. Subject to the terms, covenants and conditions of this Agreement,
SCC shall use the Facility solely for the operation and management of the Facility for cultural
events, performing arts presentations, films, general community purposes, rehearsals, private
events and other related activities. SCC shall assist the CITY in seeing that the Facility is kept in
an orderly condition, free of debris or nuisances and prohibit unnecessary, excessive and
annoying public disturbances such as noise or excessively bright lighting which would intrude on
the quiet enjoyment of the residential neighbors. SCC may use the Facility to engage in
concession activity only as provided in this Agreement and in accordance with City Ordinances
and State Statutes. SCC may use the Facility for additional purposes with the prior written
approval of the City Administrator.

4.2 Concessions and Catering Activity.

4.2.1 Definitions. As used in this section, unless the context clearly requires a
different meaning,

4.2.1.1 "Concession and catering" means and includes the preparation,

service, free distribution, or sale of food or any beverage, including any alcoholic beverage, or
the free distribution or sale of any concession merchandise or service; and

4.2.1.2 "Concession merchandise means and includes inedible goods,

souvenirs, and novelties.

4.2 .2 Grant of Right. CITY grants to SCC the right to engage in concession
sales or to allow outside parties to engage in concession sales as may be agreed upon in the
individual rental agreements. sec shall be further permitted the right to participate in a
percentage of consumer sale receipts generated by tenants under a rental agreement, provided that
all concession sales are subject to City Ordinances and State Statutes as they relate to the sale of
consurnables and alcohol.

4.2.3 Right Not Effective During CITY Use Periods. The concession rights
granted in this section shall not be effective during any period of time when the Facility is used by

SIP age
CITY, unless by express request of CITY.

4.2.4 Merchandise Sales Commissions. SCC may incorporate a sales

commission participation agreement with renters of the Facility, retaining for itself any agreed
upon sales commissions.

4.2.5 Permits. When serving food or alcohol at the Facility, SCC shall abide
by all rules and laws governing any permit for use and consumption including any
caterer/supplier limitations established by CITY in effect at that time. SCC must ensure that all
permits are obtained including an ABC license as required by law.

4.2.6 Food Service Establishment Permit Required. SCC, or any

concessionaire(s), shall ensure that all food offered for sale on or from the Facility has been
prepared, transported, served and otherwise provided only by a person or entity issued a current
valid Food Service Establishment permit by the Monterey County Department of Public Health or
its successor.

4.2.7 Licenses and Permits Required. SCC, or any concessionaire(s), shall be

responsible for obtaining and maintaining, at no cost to CITY, all licenses, permits and other
authorization required to legally conduct the concession and catering activity contemplated
herein. CITY shall have no obligation to issue such licenses, permits, or other authorization.
CITY shall issue such licenses, permits, or other authorization in accordance with applicable
CITY rules and regulations. The inability of SCC, or any such concessionaire(s), to secure or to
maintain any such license, permit or other authorization shall not invalidate the concession and
catering right granted herein.

4.3 Revenue. All revenue generated from rental or performance fees from the Theater
and other parts of the Facility, concessions, or percentage of ticket sales for all activities shall
inure to the benefit of SCC for the operation and management of the Facility. Based on the
CITY's experience in collecting such revenues, it is estimated that SCC will receive at least
Twenty Five Thousand Dollars ($25,000) per year, including in the first Lease Year. In the event
that SCC collects less than that amount in revenue in any Lease Year, CITY agrees to pay to SCC
the shortfall amount. Upon verification in SCC's financial accounting to CITY of revenue for the
preceding year, CITY shall pay such differential sum at the time advance payment of the
Operating Grant is made.
9IPnge
 4.4 Facility Use Fee. SCC shall be permitted to establish a facility use fee per ticket
and may increase or decrease the Fee or review its Facility Fee policy at any time. No Facility
Use Fee will be charged for any event for which admission is free. The established fee shall be
retained by sec as additional revenue.

4.5 Compliance with Laws. SCC shall not use or permit any person or entity to use
the Facility in any manner that violates any law applicable to the Facility or any activity
conducted or allowed thereon.

4.6 Booking and Rental Policies. SCC is hereby granted the right to establish and
implement Facility booking and scheduling policies, rental rates, and fee schedules for all spaces
throughout the Facility. The Executive Director shall book the Facility in accordance with such
policies, procedures, rates, and charges, and shall invoice users consistently in accordance with
the established rates and charges for the use and occupancy of the Facility, related components,
and equipment.

4.7 Protection for Historic Users.

4.7.1 SCC and CITY agree that the privilege to schedule dates in the Theater
should be coordinated with the groups that have historically used the Theater. For purposes of this
Agreement, the Historic Users are defined and limited to the Forest Theater Guild and Pacific
Repertory Theatre. SCC shall use its reasonable effort to devise an equitable policy that will
provide scheduling precedence for Historic Users while maintaining SCC's capacity to book other
events that contribute to the cultural opportunities and/or financial health of the Carmel area and
sec.
4.7.2 CITY holds separate User Agreements with the Historic Users, the Forest
Theater Guild and Pacific Repertory Theatre, that expire on March 31, 2018, at which time SCC
will have the exclusive right to enter into new rental agreements with said Historic Users for use
of the Facility. As a condition precedent to SCC entering into tl1is Agreement, CITY shall obtain
an amendment to the current User Agreements in which each user shall agree to add SCC as an
additional insured on each policy of insurance covering such user's liability for operations at
Forest Theater and shall also obtain from each user an indemnification of SCC from any liability
caused by such users.

lOIPnge
 4.7.3 Booking and rental agreements shall, to the extent reasonable and
practical, be based upon standard contract terms and conditions adopted by SCC. CITY
recognizes that market conditions may occasionally require non-standard terms and conditions
and that in such circumstances, SCC shall, in its sole discretion, have the authority to use a non-
standardized agreement.

4.8 Use by CITY. CITY shall have the right to use the outdoor Forest Theater for up
to five (5) full days each Lease Year without charge ("CITY's Free Theater Days"), provided that
CITY may not use any space previously committed to SCC's Forest Theater rental customers . In
the event the CITY elects not to use any of its allocated time, SCC may utilize that time
allocation.

4.8.1 SCC shall provide, during CITY's Free Theater Days (whether used by
CITY or offered by CITY to another appropriate user), at no cost to CITY, up to a maximum of
eight hours per specified staff person per day, one(!) production manager and one(!) front-of-
the-house supervisory staff member for such events. Direct costs and staff requirements provided
beyond those listed in this Section 4.8.1 shall be borne by user at the rates specified in Section
4.8.2

4.8.2 CITY also reserves the right to use the Theater on additional days on a
space available basis that shall not compete with dates requested by Forest Theater rental
customers. In the event CITY uses the Theater for any days in addition to CITY's Free Days,
SCC may charge CITY the following: (I) a daily rental fee at the Historic Users rate for
occupancy and use of equipment; (2) staff time for any staff member who performs services for
CITY at the Theater, at SCC's usual hourly non-profit rate.

ARTICLES
EXPENSES

5.1 Costs. SCC agrees to assume the full and complete responsibility for all costs of
management and supervision of rental agreements and user liaison as detailed in the Scope of
Services to be provided by SCC for the Forest Theater. CITY shall be responsible for all other
costs, including costs of repair, maintenance, and capital expenditures for which CITY is
obligated under the terms of this Agreement as set forth in Article 6 below.

lliPage
 5.2 Operating and Capital Bndget. The SCC preliminary, proposed annual operating
budget, approved by the Board of Trustees, which shall include SCC's budget for its services to
be provided for the Forest Theater, shall be submitted to the CITY by April 30'h each year, with
the understanding that SCC's budget will not be finalized until June 30'11 , or thereafter, after the
CITY'S budget is adopted. SCC shall have the final detennination concerning any Operating
Expenses included in the SCC budget. Additionally, SCC will participate in the CITY's capital
planning process each spring and will submit SCC's capital budget by March I" for the Forest
Theater for CITY review.

5.3 Fiscal Year. The fiscal year for SCC shall begin July I and end June 30 of each
year to coincide with CITY's fiscal year.

5.4 Operating Grant.

5.4.1 CITY agrees to pay to SCC Twenty Thousand Dollars ($20,000) per year
as compensation for the management and operation the Forest Theater (the "Grant") beginning
July I, 2017 for the period from July I, 2017 through and including June 30,2018 and thereafter
on July I of each Lease Year during the tenn of this Agreement as set ont in Section 2.9.

5.4.2 After the third consecutive Lease Year and for each three-year period
thereafter, the Operating Grant may be reviewed every three years through mutual agreement
between SCC and the CITY. Measures for adjustment in the Operating Grant may be a
consideration of empirical income and expense data provided by SCC for the Forest Theater
operations and the Scope of Services that SCC is required to perfonn. If the Parties are
unsuccessful in reaching an agreement as to an adjustment amoll1lt, the Operating Grant will
remain in existence at the time and will remain unchanged.

5.4.3 Unanticipated Expenses Review. The Parties to this Agreement have

taken into consideration the respective responsibilities and associated costs of operating the Forest
Theater, given the CITY's long standing management experience with that venue. Further, the
Parties recognize that management of the Forest Theater under SCC may suggest alternative
operational procedures, resulting in associated additional and unanticipated expense. Therefore,
the parties hereby agree to confer at the end of the second Lease Year to consider any additional
unanticipated related expenses that have become necessary to fulfill the CITY's various
operational guidelines, as set out in this Agreement. In order to insure proper monitoring of these
I2IPiigc
potential unanticipated expenses, if any, SCC will notify CITY prior to incurring the expenses.
This prior notification procedure will allow the Parties to discuss both the necessity and possible
mitigation of the proposed expenditure.

5.5 Accounting Records, Reporting, and Audits.

5.5.1 For purposes of accurately reporting attendance and gross receipts for any
and all performances at Forest Theater, SCC may control ticket sales through its box office, or by
other means as SCC deems feasible, and shall maintain an accurate accounting of all ticket
proceeds and commissions.

5.5.2 SCC shall maintain books, records, documents and other accounting
procedures and practices in accordance with Generally Accepted Accounting Principles
("GAAP") consistently applied (e.g., a unitary, internally consistent system of accounts and
records) that sufficiently and properly reflect all receipts and direct and indirect costs of any
nature associated with the exercise of rights and the performance of obligations by SCC under this
Agreement.

5.5 .3 SCC shall provide to CITY an annual financial report that shall include
attendance data in addition to gross sales and net profits. The annual financial report shall include
a budget for the forthcoming year that provides adequate funding to meet the Scope of Services as
set forth in this Agreement for operation and management of the Facility.SCC agrees, upon
reasonable notice, that all of its books and records pertaining to the financial operation and
management of Forest Theater shall be open to inspection by the City Administrator and other
such CITY officers and employees as may be designated and shall be made available at Sunset
Center for inspection during regular business hours. During document inspection, a representative
of sec shall be present in observance.

ARTICLE6

MAINTENANCE, REPAIR AND CAPITAL IMPROVEMENTS

6.1 City Responsibilities.
6.1.1 CITY agrees to maintain, repair and replace, at its sole cost and expense,
the structural integrity, the walls and roof of any buildings located on the Facility, and to maintain
the seismic som1dness of the buildings located on the Facility. CITY agrees to maintain and

!3IPage
repair all nonstructural improvements, utility and plumbing improvements and to fund Capital
Expenditures.
6.1.2 CITY agrees to pay all utility charges for utility service to the Facility
including, but not limited to, electricity, water, storm water, sewer, and portable toilets
maintenance.
6.1.3 SCC agrees to give CITY written notice of any defect or need for repair to
any improvement that is to be maintained by CITY pursuant to this Agreement; or the need for
tree trimming in, on or around the Facility. CITY shall perform all landscape maintenance, as
well as general maintenance and repairs, planting and landscaping, plumbing, electrical and
lighting maintenance and repair, and replacement of common signage, directional signs, markers,
bollards, and bumpers. CITY shall also direct, manage and pay for all tree trimming in, on or
around the Facility, and repairs or resurfacing of the parking lot. Rubbish, trash, garbage and
other refuse removal shall be performed by CITY under its waste hauler franchise agreement.
6.2 SCC's Responsibilities.
6.2.1 SCC is responsible for operation and management of the Facility which
shall include the execution and oversight of a User Agreement which meets the requirements of
CITY, which are set out in Attachment "B" of this Agreement, for each and every user.
6.2.2 Inclusions to User Agreements. The Use Agreements shall address the
following: Grant of license; license area; condition of license area; permitted uses; submittal of
performance/rehearsal/technical work schedules; move-in-and move-out procedures; outdoor
theater hours of operation (including restrictions and limitations); rental rates; housekeeping
responsibilities; payment schedules; Forest Theater rules and regulations; building use
regnlations; handling of hazardous building materials; compliance with legal requirements,
including maintenance of Workers' Compensation Insurance; indemnity; liability of user;
retention of deposit; security; inspection; liability insurance; and books and records; protection of
property and facilities and food and beverage service.
6.2.3 SCC may, upon request of CITY, and upon mutual agreement as to terms,
make its staff available to CITY on a case-by-case basis to facility and support the routine
maintenance and repairs of the Facility.
6.3 Capital Improvements. Capital improvements, modifications and additions to the
Facility shall be the responsibility of CITY and shall be included in the CITY's Capital
Improvement Plan and performed only after good faith consultation with SCC. SCC shall identify
and recommend capital improvements for inclusion in the CITY's Capital Improvement Plan;
141Pag:e
develop capital improvement or modification plans; and recommend such plans to CITY. In the
event CITY agrees to proceed with any recommended capital improvements, CITY may, at its
option, delegate to SCC the supervision and completion of any such capital improvements,
modifications or additions. Funding of capital improvements shall be appropriated by the City
Council for completion of any approved capital improvement.
6.4 Fundraising. For the term of this agreement, SCC shall not fundraise for the
specific benefit of any Forest Theater capital improvement, operation, progranuning, or
endowment in order to preclude direct competition with any sec fundraising efforts for the
Sunset Cultural Center.

6.5 Temporary Closure. During the improvement and retrofitting of certain elements
of the Forest Theater in years 2015-2016, the CITY intended to develop a master plan for further
improvements to the Forest Theater. The City Council may pursue further discussions and
implementation of future improvements to elements of the Forest Theater which may require
temporary closure of the Facility for a period of time. In the event of such a closure, the
obligation of the CITY to make operating grant payments to SCC will cease during the time of
construction or modification to the Facility. Thereafter, pro-rated payments for any partial Lease
Year will resume once the Facility is operational and can safely accommodate occupancy and
public attendance. SCC shall have no obligations or responsibilities with respect to Forest Theater
during any period of closure. Fully-funded operating grants will resume the following Lease
Year.

ARTICLE?

INSURANCE

7.1 CITY's Insurance. CITY shall maintain and keep in force during the Term of
this Agreement, for the mutual benefit of CITY and SCC, at CITY's sole cost and expense, such
insurance as it deems appropriate and its insurance policies shall name sec as additional insured.
7.2 SCC's Insurance. SCC shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which may
arise from or in connection with SCC's providing the services required by CITY in connection
with operation and management of the Facility.

15 I P n g e
 7.2.1 No Limitation. SCC's maintenance of insurance as required by this
Agreement shall not be construed to limit the liability of SCC to the coverage provided by such
insurance, or otherwise limit CITY's recourse to any remedy available at law or in equity.

7.2.2 Minimum Scope of Insurance. SCC shall maintain and keep in force
during the Term of this Agreement insurance of the types described below:

7.2.2.1 Commercial General Liability insurance shall be written on

Insurance Services Office (ISO) occurrence furm CG 00 01 and shall cover Facility and
contractual liability. CITY shall be named as an insured on SCC's Commercial General
Liability insurance policy using ISO Additional Insured-Managers or Lessors of Facility Form
CG 20 11 or a substitute endorsement providing equivalent coverage.

7.2.2.2 Directors and officers liability insurance;

7.2.2.3 Worker's Compensation insurance for all its employees as

required by State law;

7.2.3 Minimum Amount of Insurance. SCC shall maintain Commercial

General Liability insurance written with limits no less than Two Million Dollars ($2,000,000)
each occurrence, Five Million Dollars ($5,000,000) general aggregate which shall name CITY as
additional insured.

7.2.4 All insurance shall be obtained from insurers having an office located in
the State of California.

7.2.5 Other Insurance Provisions

7.2.5.1 The insurance policies are to contain, or be endorsed to contain,

the following provisions for Commercial General Liability insurance:

a. SCC's insurance coverage shall be primary insurance as respect

to CITY. Any Insurance, self-insurance, or insurance pool coverage
maintained by CITY shall be excess of SCC's insurance and shall not
contribute with it.

b. SCC's insurance shall be endorsed to state that coverage shall

16ll'age
 not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to CITY.

7 .2.6 Acceptability of Insurers. Insurance is to be placed with insurers with a

current A.M. Best rating of not less than A: VII.

7 .2. 7 Verification of Coverage. SCC shall furnish CITY with original

certificates and a copy of the amendatory endorsements, including but not necessarily limited to
the additional insured endorsement, evidencing the insurance requirements of sec.

7.2.8 Waiver of Subrogation. SCC and CITY hereby release and discharge each
other from all claims, losses and liabilities arising from or caused by any hazard covered by
property insurance on or in connection widt the Facility or said building. This release shall apply
only to the extent that such claim, loss or liability is covered by insurance.

7.2.9 CITY's Property Insurance. CITY shall purchase and maintain during the
term of this Agreement all-risk property insurance covering the Facility for the full replacement
value without any coinsurance provisions.

7 .2.1 0 SCC shall notify CITY immediately after a casualty occurs to the Facility
or any of the buildings.

ARTICLES
DAMAGE TO FACILITY; INDEMNIFICATION

8.1 Destruction or Substantial Damage of Facility. In the event of damage to or

destruction of the Facility, CITY, in consultation with SCC, will determine the appropriate course
of action to restore full condition and use of the Facility if possible. CITY retains the absolute
right to terminate this Agreement in the event of substantial dantage to or complete destruction of
the Facility. SCC shall include appropriate provisions in rental and user agreements to allow for
cancellation of SCC and CITY's responsibilities under such agreements if the Facility is
substantially damaged or destroyed.

8.2 Indemnification by SCC. SCC agrees to indemnify, defend and hold CITY, its
officers, directors, employees, agents and representatives, harmless from any injury to any person
or to any personal property or to any part of the Facility caused by the negligent or intentional act

17IPHge
of SCC, its officers, directors, employees, agents, servants or representatives. SCC's insurance
coverage shall be in an amount not less than Two Million Dollars ($2,000,000) per occurrence
and Five Million Dollars ($5,000,000) total coverage. Said policy shall name CITY as an "also
Named Insured" and shall provide that CITY is to be notified in the event of notice of
cancellation or failure to make premium payments. In addition, sec agrees that it shall require in
all agreements with any users of the Facility, or any part thereof, proof of insurance in the amount
of not less than One Million Dollars ($1,000,000) general liability five (5) days prior to the event
and that such users shall indemnify, defend and hold harmless CITY and SCC from any injury to
any person or to any personal property, or to any part of the Facility, caused by the negligent or
intentional act of such users, their officers, directors, employees, agents, or representatives. In the
event oflegal action by Third Parties CITY shall retain the right to approve SCC 's legal counsel
retained pursuant to this section.

8.3 Indemnification by CITY. As provided in Section 7.1, above, CITY agrees to

indemnify, defend and hold sec, its officers, trustees, employees, agents and representatives,
harmless from any injury to any person or to any property or to any part of the Facility caused by
the negligent or intentional act of CITY, its employees, elected or appointed officials, agents,
servants or representatives.

ARTICLE9

DEFAULT AND TERMINATION FOR CAUSE

9.1 Termination Upon Default. Except as otherwise provided in this Agreement

either Party may terminate this Agreement upon the material breach thereof by the other Party,
provided that prior to such termination, the Party terminating this Agreement shall give the other
Party not less than sixty (60) days prior written notice of such breach (to allow for the cure of said
breach if possible), unless the breach is of a nature that cannot be cured by the passage of time, in
which event, the Party tenninating the Agreement shall give not less than thirty (30) days written
notice of termination.

9.2 Default.

9.2.1 The following events shall constitute a default and material breach of this
Agreement:

181 P a g e
 9.2.1.1 The failure to comply with any of the terms of this Agreement
regarding insurance;

9.2.1.2 The material violation of any law, ordinance, rule or regulation

which, after notice and reasonable time to cure, remains uncured after thirty (30) calendar days;

9.2.1.3 The abandonment or vacating of the Facility;

9.2.1.4 The dissolution of SCC or the merger of SCC with another

entity without the prior written approval of CITY;

9.2.1.5 The assignment or transfer of this Agreement without the prior

written consent of CITY as described in Section 10 of this Agreement; or

9.2.1.6 The failure to perform any other condition or covenant of this

Agreement where such failure in performance is not remedied within the time allowed by this
Agreement, or such other period for remedial action as is expressly otherwise provided for in this
Agreement, or agreed upon by both parties.

9.2.2 Extension of Period to Remedy Default. Neither CITY nor SCC shall be
in default unless such party fails to perform an obligation required of it within thirty (30) days
after written notice from the aggrieved party has been sent by the other, specifying the particular
obligation that the other has failed to perform; provided, that if the nature of the other party's
obligation is such that more than thirty (30) days are reasonably required for performance, then
the other party shall not be in default if it commences performance within such thirty (30) day
period, and thereafter diligently prosecutes the same to completion within one hundred eighty
( 180) days, unless extended by mutual agreement.

9.2.3 Remedies upon default and material breach. Upon the occurrence of any
Event of Default by SCC, CITY shall have the option to pursue any one or more of the following
remedies:

9 .2.3 .1 Reduce or eliminate the Operating Grant and other funding due
to SCC under this Agreement.

9.2.3.2 Terminate this Agreement, in which event SCC shall surrender

19 I P a g c
 any responsibilities it has with regard to the Facility to CITY, and if SCC fails to do so, CITY
may, without prejudice to any other remedy it may have for possession, enter upon and take
possession in and responsibility for the Facility and agreements entered into by SCC and remove
SCC any other person who may be occupying such Facility or any part thereof. The surrender of
the Facility and SCC's responsibilities with respect to the Facility to CITY upon an Event of
Default shall take place at such time as SCC and CITY shall agree and absent such agreement,
no sooner than 60 days nor later than 120 days from written notice by CITY to SCC of its intent
to exercise its rights under this Section 9.2.3.

9 .2.4 Pursuit of one remedy shall not preclude pursuit of any other remedies,
such remedies being cumulative and non-exclusive. No agreement to terminate this Agreement or
accept a surrender of said Facility shall be valid unless approved by the then sitting City Council
of Carmel-by-the-Sea. No waiver by CITY of any violation or breach of this Agreement shall be
deemed or construed to constitute a waiver of any other violation or breach of any of the terms of
this Agreement. Forbearance by CITY to enforce one or more of the remedies upon an event of
default shall not be deemed or construed to constitute a waiver of such default or of CITY's right
to enforce any remedies with respect to such default or any subsequent default.

9 .2.5 If CITY employs the services of an attorney in connection with an event

of default by SCC under this Agreement, or if either party brings an action or proceeding against
the other party arising out of or concerning perfonnance or interpretation of this Agreement, the
prevailing party shall be entitled to recover from the other party its attorney's fees and costs.

ARTICLE 10

ASSIGNMENT, SUBLETTING AND FINANCING

10.1 No Assignment. Obligations or rights of SCC under this Agreement may not be
assigned or otherwise transferred by SCC, without the prior written consent of CITY, which
consent may be withheld at the sole discretion of CITY. The assignment or transfer of this
Agreement without snch consent shall constitute an Event of Defanlt. In the event of any
proposed assignment or transfer of this Agreement, SCC shall canse to be delivered to CITY
simultaneonsly with snch proposed assignment or transfer, an instrument in writing, executed by
the assignee, in which the assignee shall assume and agree to accept all the terms and conditions
ofthis Agreement.

20 I P a g c
 10.2 Liens and Encumbrances. SCC shall keep the Facility and any Operator
Improvements free and clear of any liens and encumbrances and shall include the same obligation
in any agreement for the renter or user. At CITY's request, SCC shall furnish CITY copies of
such renter and user obligations and written proof of payment of any items that would or might
constitute the basis for such a lien on the Facility.

ARTICLE 11

GENERAL PROVISIONS

11.1 Administration. This Agreement shall be administered on behalf of SCC by the

Board of Trustees of SCC, which may appoint the Executive Director or any Trustee or Trustees
for such purpose.

11.2 CITY's Right to Enter. At any time, CITY and its agents shall have the right to
enter the Facility for the purpose of maintenance, repairs, inspection, posting notices of any kind
permitted or required by law, performing CITY's obligations hereunder or taking possession in
the event of a default by SCC in accordance with the provisions of this Agreement.

11.3 Government Compliance, Licenses and Similar Authorization. SCC, its

officers, agents and employees shall comply with all federal, state, local and municipal
regulations, ordinances, statutes, rules, laws, and constitutional provisions applicable to SCC's
operation and management of the Facility hereunder. SCC, at no expense to CITY, shall secure
and maintain in full force and effect during the term of this Agreement all required licenses,
permits and similar legal authorizations, and comply with all requirements thereof relating to the
services to be performed by SCC. CITY shall have no obligation to issue such licenses, permits,
or authorizations. CITY shall issue such licenses, permits, or authorizations in accordance with
applicable CITY rules and regulations.

11.4 Attendance and Safety Standards.

11.4.1 SCC agrees to conduct its activities with full regard to public safety and
will observe and abide by all applicable regulations and requests by duly authorized govermnental
agencies responsible for public safety to assure such safety. The Fire Chief or his/her designee
shall have the authority to determine, in the reasonable exercise of his/her discretion, the number
of persons that may be admitted to, and safely and freely move about in the Facility.

21 I Page
 11.4.2 sec shall not, nor shall sec allow any renter or user groups to, sell or
issue tickets or credentials for admission to the Facility in an aggregate number that exceeds the
CITY Fire Chiefs detennined number or, in any event, that exceeds the historic seating capacity
of Five Hundred Forty (540) seats. SCC shall not admit, nor shall SCC allow any renter or user
groups to admit to the Facility more people than the number so determined by the CITY'S Fire
Chief.

11.4 .3 sec shall not permit, nor shall sec allow any renter or user groups to
permit any chair or movable seat or other obstruction to be erected or placed in any passageway
that is not designed as an area for handicapped seating or any fire exit. Sidewalks, grounds,
entries, passages, vestibules, abutting streets and all ways of access to the Facility shall not be
obstructed by SCC or used for any purpose other than for ingress and egress to the Facility for
persons or property. The CITY shall be responsible for assuring compliance with each of the
foregoing requirements during periods of CITY use of the Facility under this Agreement.

11.5 No Waiver. No consent or waiver by any of the Parties to any breach or default
by another Party under this Agreement shall be valid unless given in writing and shall not be
deemed or construed to be a consent or waiver to any other breach or default under this
Agreement, whether with respect to the same obligation or any other obligation. Furthermore,
failure on the part of any Party to act or to complain or to declare another Party in default,
irrespective of how long such failure continues, shall not constitute a waiver by such Party of its
rights hereunder. The giving of consent by any Party in any one instance shall not limit or waive
the necessity to obtain such Party's consent in any future instances.

11.6 Removal from the Facility. Immediately prior to the expiration, or upon sooner
termination of this Agreement, SCC shall remove from the Facility any personal property
belonging to SCC and ensure that the Facility is in reasonably good condition, normal reasonable
wear and tear excepted, except that SCC shall not be responsible for any condition issues that are
due to failure of maintenance or deferred repairs that are the CITY's responsibility under this
Agreement.

11.7 Contract Representatives. Except as otherwise agreed in writing by the Parties,

SCC's Executive Director and the CITY'S City Administrator shall be the individuals for all
communications regarding the performance and tenns of this Agreement. All CITY consent or

221Page
authorizations provided for under this Agreement may be given m writing by the City
Administrator except as to such consents or authorizations that are reserved to the City Council by
this Agreement, State law or local ordinance.

11.8 Notices. Any notice required under this Agreement must be in writing, and may
be given either personally, by facsimile, by regist~red or certified mail, return receipt requested.
If by facsimile, a notice shall be deemed to have been given and received at the time and date the
facsimile is received at the number provided below. If personally delivered, a notice shall be
deemed to have been given and received when delivered to the party to whom it is addressed. If
given by registered or certified mail, the same shall be deemed to have been given and received
on the first to occur of (i) actual receipt by any of the addressees designated below as the party to
whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing
such notice, properly addressed, with postage prepaid, is deposited in the United States mail. Such
notices or communications shall be given to the parties at their addresses set forth below:

CITY: sec:
City Administrator Executive Director
City of Carmel-by-the-Sea Sunset Cultural Center
P. O.BoxCC P.O. Box 1950
Cannel, CA 93921 Cannel, CA 93921
Telephone: (831) 620-2000 Telephone: (831) 620-2040
Facsimile: (831) 620-2004 Facsimile: (831) 624-014 7

11.9 Address Change. Either party may change its address for receipt of reports,
notices or payments without the formal amendment of this Agreement by giving the other party
written notice of such change not less than fifteen ( 15) days prior to the effective date thereof.

11.10 Dispute Resolution. The Parties are fully committed to working with each other
throughout the term of this Agreement and agree to communicate regularly with each other at all
times so as to avoid or minimize disputes. The Parties agree to act in good faith to prevent and
resolve potential sources of conflict before they escalate into a question or controversy. If any
dispute arises between the parties relating to or arising under this Agreement, the Parties each
commit to resolving such dispute in an amicable, professional, and expeditious manner and agree
to use the following procedure for resolving the dispute: (a) either party may give notice to the
other of the dispute and the City Administrator and the SCC Executive Director or their designees
will meet within three (3) CITY business days to attempt to resolve the dispute; (b) a meeting or
23 I P i1 g e
meetings shall be held promptly between representatives of the parties regarding the dispute to
attempt in good faith to negotiate a resolution of the dispute; (c) if within thirty (30) days after a
dispute has arisen, the parties have not succeeded in negotiating a resolution of t11e dispute, they
agree to submit the dispute to mediation; (d) the mediator shall be jointly selected by the parties,
or failing agreement on the selection of a mediator within thirty (30) days after the parties fail to
negotiate an informal resolution of any dispute, the mediator shall be a retired judge or justice
selected by the supervising judge of the Civil Division of the Monterey County California
Superior Court. In any mediation conducted pursuant to this section, the provisions of California
Evidence Code section 1152 shall be applicable to limit the admissibility of evidence disclosed by
the parties in the course of the mediation; and (e) if the parties are not successful in resolving the
dispute through the mediation, then the parties agree that the dispute shall be submitted to binding
arbitration to a single arbitrator in accordance with the existing Rules of Practice and Procedure of
Judicial Arbitration and Mediation Services, Inc. (JAMS) within thirty (30) days of the close of
mediation as declared by the mediator.

11.11 Equal Availability. SCC shall, and shall require that all renters or user groups,
make Facilities and all events, performances, shows, available and open to the public on a fair,
equal and non-discriminatory basis, and further agrees and promises not to discriminate against or
segregate any person or group of persons on account of race, color, creed, religion, sex, sexual
orientation, age, handicap, marital status, ancestry or national origin in the operation of the
Facility, including without limitation Title III of the Americans with Disabilities Act and the
provision of such auxiliary aids or altemate services as may be required by the ADA

11.12 Royalties. License Fees and Similar Payments. Unless SCC is the booking
agency for copyright material, sec shall not be responsible for payment, before delinquency, of
any royalties, license fees, and other charges due and payable to any person or entity as the
consequence of any public performance(s) or display(s) of copyrighted work(s) during its use of
the Facilities but shall include such obligation in the rental or user group contracts that are entered
into for performances at the Facility.

11.13 Conflict of Interest. No member, official, or employee of the CITY shall have
any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or
employee of the CITY participate in any decision relating to this Agreement, which affects their
personal interests or interests in any corporation, partnership, or association in which they are
24IPnge
directly or indirectly interested.

11.14 Severability. Should any provision hereof prove to be invalid or illegal, such
invalidity shall in no way affect, impair or invalidate any other provision hereof and such
remaining provisions shall remain in full force and effect.

11.15 Time of the Essence. Time is of the essence with respect to the performance of
every provision hereof in which time of performance is a factor.

11.16 Binding on Successor and Assigns. This Agreement shall, subject to the
provisions regarding assignment, apply to and bind the respective heirs, successors, executors,
administrators and assigns of CITY and SCC.

11.17 California Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of California.

11.18 Warranties and Indemnities.

11.18.1 SCC's Representations and Warranties. SCC hereby represents and

warrants to CITY that it has full power and authority to enter into this Agreement and perform in
accordance with its terms and provisions; that the Parties signing this Agreement on behalf of the
sec have the authority to bind sec and to enter into this transaction; and that sec has taken all
requisite action and steps to legally authorize the execution, delivery, and performance of this
Agreement.

11.18.2 CITY's Representations. CITY hereby represents and warrants to SCC

that it has full statutory right, power, and authority to enter into this Agreement and perform in
accordance with its terms and provisions; that the individuals signing this Agreement on behalf of
CITY have the authority to bind CITY and to enter into this transaction; and that CITY has taken
all requisite action and steps to legally authorize the execution, delivery, and performance ofthis
Agreement.

11.19 Construction. The language in all parts of this Agreement shall in all cases be
construed as a whole according to its fair meaning, and not strictly for or against either CITY or
SCC. The captions used in this Agreement are for convenience only and shall not be considered
in the construction or interpretation of any provision hereof. The tenns "shall," "will," and
251 Pal" e
"agree" are mandatory. The term "may" is permissive. When a party is required to do something
by this Agreement, it shall do so at its sole cost and expense without right of reimbursement from
the other party unless specific provision is made therefore. All Parties hereto acknowledge that
they have been represented by independent counsel of their own choice through all of the
negotiations that preceded the execution of this Agreement. This Agreement shall be construed
fairly as to all Parties and not in favor of or against any of the Parties, regardless of which Party
actually prepared this Agreement in its final form. The Parties further agree that California Civil
Code Section 1654 will not apply in the event of uncertainty with respect to this Agreement as
asserted or identified.

11.20 Days/Dates. Unless otherwise stated herein, as used in this Agreement, the term
"days" shall mean calendar days which shall include all Saturdays, Smtdays and State or National
Holidays, provided that if the last date or last date to perform any act or give any notice with
respect to this Agreement shall fall on a Saturday, SWiday or State or National holiday, such act
or notice may be timely performed or given on the next succeeding day which is not a Saturday,
Sunday or State or National Holiday. If the term "business days" is used, all Saturdays, Sundays
and State or National Holidays shall be excluded.

11.21 Entire Agreement. This Agreement and the exhibits attached hereto constitute
the entire agreement between the parties, and there are no other binding agreements or
representations between the parties relating to SCC's obligations to perform services m
connection with the Forest Theater. SCC and CITY are parties to a separate and distinct
agreement that covers the Parties' relationship, responsibilities, obligations and liabilities in
connection with SCC's management of the Sunset Community and Cultural Center. Neither CITY
nor CITY's agents has made any representation or warranty as to (a) whether the Facility may be
used for the services required to be performed by SCC under existing Law, or (b) the suitability of
the Facility for the conduct of SCC's responsibilities. SCC expressly waives all claims for
damage by reason of any statement, representation, warranty, promise, or other agreements of
CITY or CITY's agents, whether written or oral, express or implied if any, not contained in this
Agreement or in any addendum or amendment hereto. No subsequent change or addition to this
Agreement shall be binding Wiless in writing and signed by the parties hereto.

11.22 Survival. The provisions of this Agreement with respect to representations,

warranties and indemnifications, and obligations which may or must be performed after
261Page
termination or expiration of this Agreement shall survive the termination or expiration of this
Agreement and shall be enforceable in accordance with their terms, covenants and conditions.

11.23 Acceptance by CITY. This Agreement shall not be valid or binding unless and
until accepted by CITY upon approval of CITY's City Council and a fully executed copy
delivered to sec.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.

CITY sec
CITY OF CARMEL-BY-THE-SEA, a municipal SUNSET CULTURAL CENTER, a California
corporation nonprofit public benefit corporation

By ~~....:Jiii?i~..,.,.,_,~A<f~::.....o::;."""""'::..:~=-=-~-- By Clu4 ru:e s. ~1~

__S:'""'AS:"'""'v...,c:.'--"6'----"'&"-=-'-~L.~.:..-;?.'-"'J=--- (PRINT NAME) ChoShflt--Sa ~cU'a I D <PRINTNAMEJ

Its Authorized Signatory Its Authorized Signatory

By~U?'I
_5"'-#""'L<"'~""'f',:r."-.!..1,HC..L!e,r-=">GG:..."'m"'~r."'<u,__ _ <PRINT NAME)

Its Authorized Signatory Its Authorized Signatory

271 Page
 ATTACHMENT B
FOREST THEATER USE AGREEMENT

THIS LICENSE AGREEMENT, dated MAY 12, 2016, between THE CITY OF CARMEL-BY-THE-SEA, a municipal
corporation (hereinafter "CITY") and, Forest Theater Guild is made with reference to the following facts:

A. CITY is the owner of the real property with improvements commonly known as the Forest
Theater located at Santa Rita Street and Mountain View Avenue, legally described in Exhibit "A11
attached hereto and incorporated herein by this reference.

B, Forest Theater Guild (hereinafter "USER") desires to rent the space within the CITY of Carmel-
by-the Sea commonly known as the Outdoor Forest Theater through March 31, 2018,

The 2016 rental season will begin May 12, 2016 and end July 28, 2016, The CITY is willing to
grant a revocable license to USER to use and occupy the Outdoor Theater of the License Area
during the above stated dates for the purposes authorized by this Agreement, subject to all of
the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is agreed as follows:

L Grant of License. CITY hereby grants to USER a revocable license to use and occupy the Outdoor
Theater portion of the Forest Theater for the purpose of providing public, educational, cultural,
entertainment and community events. USER agrees to use the Outdoor Forest Theater for the
following purposes and to limit its use to such purposes: providing public, educational, cultural,
entertainment and community events with all of the applicable conditions and requirements set
forth in this use agreement.

2. License Area. The area to be occupied by USER (hereinafter "License Area") shall be the Outdoor
Forest Theater located at Santa Rita Street and Mountain View Avenue, Carmel-by-the-Sea,
California (Exhibit A).

3. Condition of License Area. Use of the License Area is being granted to USER in its present
condition and CITY shall have no obligation to make any alterations or improvements to the
License Area to accommodate USER's use. USER acknowledges that CITY has made no
representations or warranties concerning the condition of the License Area or its suitability for
USER's intended use.lt shall be the responsibility of USER to conduct such inspections of the
license Area as it deems necessary to satisfy itself that the License Area can be used for the
purposes intended by USER. The inspection will be performed prior to the agreed upon move-in
date, with CITY staff in attendance and concurrent with a CITY staff checklist and video inspection
of the facility, the purpose of which will be to ascertain and document the condition of the facility
prior to USER moving in. USER shall provide a detailed list of work that is planned to be
performed during the site inspection, including what building materials are proposed to be used,
for staff to review. The facility will also be subject to a CITY staff inspection upon the USER
moving out the purpose of which will be to identify modifications, damages, potential hazmat
disturbances, etc. that may have occurrEd and to assess the general clEanliness of the facility.

4. Termination of License Prior to Expiration of Current Term. USER may terminate the license at any
time during the agreement term by giving sixty (60) days written notice to the City Administrator
stating the effective date of termination. CITY reserves the right to terminate the license prior to
expiration of the term, with respect to all or any portion of the License Area, upon sixty (60) days
prior written notice to USER in the event CITY requires use of the License Area for any public

1
 purpose. Should the CITY determine that the operation of the Outdoor Theater is causing a health
or safety hazard, the OTY may immediately terminate the license agreement. CITY may also
terminate the license in the event of any default by USER in the performance of its obligations
under this Agreement if such default is not cured within thirty (30) days after written notice thereof
delivered to USER, or such other period of time as may be specified in the notice.

5. Permitted Uses. The License Area shall be used and occupied by USER solely for the following
purposes, and limited to such purposes: providing public1 educational, cultural, entertainment
and community events.

6. Submittal of Performance/Rehearsal/Technical Work Schedules. USER will submit schedules of

all Outdoor Theater performance, rehearsal and technical days with start and finish times to the
Community Activities department fourteen days in advance of the scheduled move-in date. Any
and all revisions of said schedules must be submitted to the Community Activities Department
at least seven days before said revision will take place.

7. Move-in I Moveout. USER shall not begin moving equipment, furnishings, other property or
personnel onto the Premises prior to the move-in date and time, unless CITY grants approval.
Any equipment, furnishings, or other property belonging to USER remaining upon the Premises
after the move-out date shall be deemed abandoned and may be disposed of by CITY, at such
time and in such manner as CITY may determine at its sole discretion. USER agrees to pay to
CITY upon demand any and all costs of removal and disposal of abandoned property. USER
acknowledges that CITY shall have no liability whatsoever for any loss of or damage to Renter's
equipment, materials or other property which may arise as a result of such disposal.

8. Outdoor Theater Hours of Operation (Restrictions and Limitations). No work, including

rehearsals, performances and construction will begin before 9:00a.m. Construction of sets shall
end by 5:30p.m. During rehearsals, all amplification of sound shall be turned off no later than
10:00 p.m. All rehearsals, performances, and after-parties shall end no later than 10:30 p.m.,
and the premises vacated by 11:00 p.m.1 non-inclusive of valet or pick-up/drop-off services.

9. Rental Rates. USER agrees to rent the Theater and to pay all charges as set forth in Exhibit "B"
entitled JfRental Rates and Charges"; attached hereto and incorporated herein by this reference.

10. Forest Theater Rules and Regulations; Housekeeping Responsibilities. USER agrees to comply
with all Forest Theater Rules and Regulations and Housekeeping Responsibilities as set forth in
Exhibit {lC''; attached hereto and incorporated herein by this reference.

11. Building Use Regulations. USER shall not in any way make alterations or improvements to the
forest Theater without the prior written consent and oversight of CIT'r'. To ensure compliance
with the limitation hereby imposed on the USER, CITY reserves the right to place restrictions
upon, or prohibit, the installation by USER of any signs, floor coverings or fixtures; or the
affixation by USER of any nails, spikes, lighting, posters, signs, or adhesive- backed items such as
stickers, tape, etc. to any part oft he Outdoor Forest Theater. Additionally, USER agrees to
comply with all Forest Theater Rules, Regulations and Responsibilities as set forth in Exhibit "D";
attached hereto and incorporated herein by this reference.

12. Hazardous Building Materials. In case of disturbance of hazardous materials USER shall notify
the CITY immediately. USER shall be responsible for cleanup of hazardous material pursuant to
EPA standard protocols. USER shall be responsible for any damages I costs incurred as a result of
potential exposure to hazardous materials of occupants/ workers.

13. Compliance with Legal Requirements. USER shall strictly comply with all applicable federal, state
and local laws, including hazardous building materials awareness. Further, USER shall strictly

2
 comply with all applicable CITY laws, ordinances and regulations. USER agrees to comply with all
Forest Theater Rules and Regulations/ Housekeeping Responsibilities as set forth in Exhibit C
attached hereto and incorporated herein by reference. USER shall have any and all agents,
volunteers and employees sign and return to USER a copy of the Forest Theater Rules and
Regulations/Housekeeping Responsibilities prior to use of the facility. USER shall also notify all
agents, volunteers and employees that they are to comply with a!I laws, ordinances, and
regulations adopted or established by federal. state, CITY or local government agencies.

14. Indemnity. USER agrees to indemnify, defend, and hold CITY, and its officers, officials, boards,
commissions, employees, and agents, harmless from and against any and an claims, demands,
causes of action, liabilities, costs or expenses1 including attorney's fees, occasioned by or in any
way connected with the condition, use or misuse of the License Area or occasioned by any
negligent act or omission of USER or its, agents~ volunteers and employees or arising from any
breach of this License Agreement by USER or any of its sub-USERs, agents, volunteers and
employees. The indemnity obligations of USER set forth herein shall survive and continue beyond
the term of this License Agreement.

15, Liability of USER: USER shall assume all liability for any injury to persons or damage to property
that may arise from any accident that occurs on or about the Outdoor Forest Theater as a result
of the use and/or occupancy thereof by USER.

16. Retention of Deposit: Any failure by USER to use and/or occupy the Indoor and/or Outdoor
Forest Theater in the manner herein provided shall not entitle USER to a return of the deposit.

17. Security: USER shall provide at USER's expense adequate and appropriate supervision and
security as to Insure the safety and security of the public, personnel and Outdoor Forest Theater
during occupancy.

18. Inspection: CITY reserves the right to enter any and all parts of the Forest Theater at times for
the purpose of examining same to ensure compliance by USER with the terms of this Agreement

19. Liability Insurance. During the term of this Lfcense Agreement, USER shall procure and maintain
in full force and effect at USER 1S expense: {i) commercial general liability insurance with a limit
of not less than One Million Dollars ($1,000,000.00) per occurrence, and Two Million Dollars
general aggregate ($2,000,000.00); automobile liability insurance with a minimum of
$1,000,000.00 limit per accident; and Workers' Compensation Insurance as required by the
State of California.

User must also procure and maintain in full force and effect employer's liability insurance with a
minimum $1,000,000.00 limit per accident, insuring against all liability of USER and CITY for
bodily injury and property damage and personal & advertising injury arising out of or in
connection with USER, use and occupancy of the License Area and also insuring performance by
USER of the indemnity provisions set forth in Section 10oft his License Agreement.

The CITY shall be named as an additional insured by endorsement. USER shall provide CITY with
the necessary Certificates of Insurance evidencing CITY as additional insured. The amount of
such general liability insurance shall not limit USER's liability nor relieve USER of any obligations
under this License Agreement. The general liability insurance policy shall name CITY, and its
officers, officials, boards, commissions, employees, agents, and volunteers as additional insured
parties there under, and shall be endorsed to provide that: (i) the insurance coverage there
under shall be primary with respect to CITY; and (ii) no cancellation or reduction in coverage will
be made without thirty (30) days prior written notice to CITY by the carrier.

3
20. As a condition precedent to CITY performance pursuant to this Agreement, USER shall file a
certificate of insurance with the Community Activities Department two weeks before move-in
date showing that they have in effect the insurance required by this agreement. USER shall file a
new or amended certificate of insurance promptly after any change is made to any insurance
policy which would alter the information on the certificate then on file. Assignment. USER shall
not assign, sublease or transfer any interest in this Agreement, or permit the use of the Outdoor
Forest Theater by any person(s) other than USER, its guests, agents, volunteers and employees
without the prior written consent of the CITY.

21. Books and Records. USER shall keep full and detailed accounts and exercise such controls as
may be necessary for proper financial management under this Agreement; and the accounting
and control systems shall be satisfactory to the CITY. The CITY and the CITY'S auditor shall be
afforded access to the USER's records, books, correspondence and other date relating to this
Agreement for a period of one (1) year after final payment, or for such longer period as may be
required by law. In addition, USER agrees to make said records, books, correspondence and
other date relating to this Agreement available to CITY at CITY's principal place of business upon
72-hours written notice.

22. Attorney Fees. Shall either party to this Agreement bring legal action against the other, (formal
judicial proceeding, medication or arbitration)/ the case shall be handled in Monterey County,
California, and the party prevailing in such action shall be entitled to a reasonable attorney's fee
which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be
included in the judgment, together with all casts.

23. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be
posted by certified mail or personally delivered to the other party.

This agreement is made this day of May 13, 2016 by and between the City of Carmel-by-the Sea," whose
mailing address is P.O. Box CC, Carmel, CA 93921, and Forest Theater Guild, herein referred to as
"User", whose mailing address is

CITYO~~HE-SEA
BY: (__{C~

4
 FOREST THEATER USE AGREEMENT

Exhibit "A"

Lots One to Fifteen inclusive in Block 85 as shown and so designated on the map of Addition
Number 5 to Carmel-by-the-Sea, Monterey County, California, filed on the date of February 9, 1910,
now on file and on record in the office of the County Recorder of the County of Monterey, State of
California, in Map Book Two, Cities and Towns, at page 22..

------
 OUTDOOR FOREST THEATER USE AGREEMENT
EXHIBIT "B"

Final payment and Gross Receipts must be made to the City of Carmel~by-the-Sea's office within
five (5} business days of performance or, in the case of a series, five (S) business days of last
performance.

RATES AND CHARGES FOR FOREST THEATER

Rental of the Outdoor Forest Theater includes use of dressing rooms, backstage area and box office.

1. Technical work or rehearsals- No admission charged: $25.00/day

2. Admission charged or other consideration, per performance: (10%) of Gross Receipts, which
is total gate, or $25.00 per day whichever is greater. Where fees are expressed as a
percentage of gate receipts, said receipts shall include all sums from gross ticket sales
whatsoever, with no deductions allowable for taxes, costs or other ~xpenses. User shall
submit ticket sales receipts for each and every performance along with payments.
3. A clean-up security deposit of $200 will be required by the City.

SCHEDULE OF PAYMENTS:

In event of cancellation, the city of Carmel-by-the-Sea reserves the right to retain the total payment
unless another user reserves the designated space (on that date) in which case the City will retain $100
to cover the administrative costs including rebooking.

USER agrees to pay the CITY $25.00 for each requested use date and on performance dates, a minimum
of $25.00 for each performance or ten percent (10%) of gross receipts whichever is greater. (Gross
receipts are defined as total gate.)

The City has provided a schedule of payments due for the 2016 season attached as Schedule "A".

CONTRACT AND PAYMENT

A contract will be drawn up, and only after such contracts have been approved and signed by the User
and the City of Carmel-by-the-Sea City Administrator, and only after appropriate advance payments
have been made will the agreement become valid. All payments for the use of the theater and/or
supplemental facilities will be made in strict accordance with the payment schedule included in the
contract. Failure to make any payment as scheduled will terminate the contract forthwith. Any User
who charges admission or collection any donation, gift, or other consideration as a condition of
admission will make his/her receipts available to the City of Carmel-by-the-Sea City Administrator for
inspection and will pay any additional fees [based on ten percent (10%) of gross receipt] due the City. All
payments are to be made in cash, check or bank money order. First payment is to be made prior to
access to premises.

6
 FOREST THEATER USE AGREEMENT
Exhibit "D"

The facilities will be based in accordance with the conditions and requirements set forth in the "Rules
and Regulations for Use of Facilities," a true copy of which is attached hereto, Schedule "C" 1 and User
acknowledges that he is aware of these regulations. User Agreement grants the right to use only the
facilities, equipment, and services as are specified. User acknowledges that he/she is aware of the
extent and kind of such equipment and services.

The City will permit the User to use the facilities herein described for the periods of time herein set out,
except that if such facilities are rendered untenable by fire, windstorm, earthquake, or other
catastrophe or act of God, this User agreement will be deemed canceled as between the parties; and
the City shall have no obligation to User by virtue of the execution of the agreement except for the
refund of any advance payment and/or deposit.

User agrees to obtain written permission to perlorm any material subject to copyright from the owner
of the copyright prior to performing the material at FOREST THEATER. User agrees to indemnify and hold
harmless the City from any and all claims, damages, or expenses arising from any violation of or
infringement upon copyrights by User.

Schedule "B'' is attached for Season beginning May 12, 2016. In the event that major upgrades are
required for the Forest Theater facility, Schedule "A" will be revised at the discretion of the City.

PROTECTION OF PROPERTY AND FACLITIES

It is the responsibility of the User to protect all property and facilities in use by User, his/her agents,
employees, audiences or anyone else authorized to enter property by User. An appropriate Clean-up
and Security deposit may be required of each User. At the close of the contract period, the cost of
replacing any loss, repairing any damage or performing any excessive clean-up will be deducted from
the deposit. This includes but is not limited to damage caused to any technical equipment by misuse by
User/staff/technicians/volunteers or any 3rd party vendor. If the cost of such correction exceeds the
amount of the security deposit, the deposit shall be forfeit and the remainder due shall become a debt
owed by the User to the City and shall be subject to collection as provided by the law. Any unused
portion of the deposit will be refunded.

FOOD AND BEVERAGES

No food or beverages or other comestibles can be furnished, sold, or given away anywhere in and about
Forest Theater facilities without first obtaining written permission from the City of Carmel-by-the-Sea's
City Administrator office. Such permission can be revoked on thirty (30) days written notice. The request
for the permit shall state the following:
a) Type of food, beverage, or other comestibles or merchandise to be furnished.
b) The name(s) of the person(s) who will furnish the food, beverages, or other comestibles and
operate the space.
c) The name, address, and telephone number ofthe responsible person plus the same
information for the person(s) responsible for the cleanup of space used.

8
 Health Department Permit Number _ _q_:_J-\ip~'--q~'bc_q_:_1:._ ______
Resale License Number --4-f-'-A---'0"-"-'-C(;;-'~-o_qc_O::_D_________
User will also furnish to the City a copy of each and every Alcoholic Beverage Control License obtained
for the premises.

FOREST THEATER USE AGREEMENT

Exhibit 11 0" continued

AGREEMENTS
User will complete a Forest Theater Event Report for each event. Form to be supplied by the City.
:l> User will file a set of plans and/or revisions with the City at least (3) weeks prior to the
beginning of any set construction. All plans, and revisions for all plans, must be drawn in
accordance with standard construction practices and meet all Uniform Codes and State
safety requirements for stage/set construction at the Forest Theater. It is acknowledged
that temporary theater stage sets and scenery are often exempt from Building Permits.
Plans and subsequent construction are the responsibility and liabHity of the user and
subject to inspection and approval by the City,
)- User will obtain a permit before any work requiring a permit is commenced.
:l> Any equipment brought in for by User for use in the Outdoor or Indoor Theaters may be
inspected by City staff for compliance with fire and safety regulations. Any equipment
not in compliance or deemed unsafe cannot be used in the theater. The City accepts no
responsibility for the equipment, its storage, loss, theft or damage.
:l> All electrical connections (excepting plugged-in listed devices or appliances),
modifications or installations shall be made by certified electricians, and permits must
be obtained from the City Planning and Building department, if applicable. All
technicians and technical/stage crew personnel must already be trained on equipment
and meet the necessary skill sets of equipment operation. Informational note: refer to
NFPA 70E-2009, Standard for Electrical Safety in the Workplace, for electrical safety
training requirements.
> User will maintain the premises in a clean and neat manner. Keep the grounds and
dumpster-area clean and free of trash, waste, and rubbish. Any costs for cleaning
incurred by the City will be charged to the user.
)- User will provide as needed, responsible accommodation and personnel to assist
disabled audience members to and from their theater seats.
? If conflicts or disagreements arise in regard to this Forest Theater use Agreement and
are not resolved, the matter will be given to the City Administrator. All decisions by the
City Administrator are final.

9
GENERAL PROVISIONS
City will provide to the best of its ability and at its expense, utilities, maintenance of
public restraoms, and waste management services. Any mechanical failure will not void
this contract; the City will make every effort to correct technical and mechanical
problems regarding utilities but cannot be held liable if such problems are beyond City
control. Available dressing rooms will be provided at no cost to the User. All other
sen.dces or conditions will be at the expense of user. User is responsible for contacting
the City to arrange deliver and pick-up of a dumpster during set-up/strike. The City will
dean the site prior to opening. The user agrees to abide by all rules and regulations as
aut of the City in Exhibit 11 0 11 and Schedule "C'.

10
 FOREST THEATER USE AGREEMENT
EXHIBIT "E"

All visitors, including people with disabilities, must be able to move about with safety and ease. It is the
responsibility of the USER to develop and implement a plan to provide a method of providing accessible
parking to patrons with disabilities who are attending events in private vehicles. The plan will address
the issue of getting people with mobility impairment safely between their vehicles and the theater box
office and seating, and will address both the Outdoor and Indoor Theaters.

Prior to commencing tenancy, the proposed plan will be submitted to City staff for review. Tenancy will
not be granted until such time as the plan has been approved.

With regard to reserved parking spaces set aside for accessible parking, the person responsible for the
parking plan may release these spaces if the parking spaces are not used.

11
 OUTDOOR FOREST THEATER USE AGREEMENT
SCHEDULE "A"

SCHEDULE OF PAYMENTS:

In event of cancellation, the City of Carmel-by-the-Sea reserves the right to retain the total payment
unless another user reserves the designated space (on that date) in which case the City will retain
$500.00 to cover the administrative costs including rebooking.

USER agrees to pay the CITY $25.00 for each requested use date and on performance dates, a minimum
of $25.00 for each performance or ten percent (10%) of the gross receipts whichever is greater. (Gross
receipts are defined as total gate.)

USER agrees to pay $25.00 @Q tech/rehearsal/load in days) advance payment due no later than
First ofthe Month, as follows: May 20, 2016- $425.00 (17 days), June 1, 2016-$225.00 (9 days) and
July 1, 2016 $100.00 (4 days) and further agrees that additional payments will be made as follows:

10% of gross receipts for The Borrowers, The Musical, no later than; July 28, 2016
and

10% of gross receipts for The Adams Family; no laterthan; August 4,2016
and

10% of gross receipts for Films in the Forest, no later than;

Films shown: June 1-4 payment due: June 6,2016/ June 5-11 due: June 13, 2016
and

10% of gross receipts for Concession Stand sales no later than; August 4, 2016

1J.
 OUTDOOR FOREST THEATER USE AGREEMENT
SCHEDULE "B"
(list Scheduled Performances)

June 1- Chamber Mixer -Mama Mia-Team Beesley/Keller Williams

June 2 Young Frankenstien- Wells Fargo Mortgage

June 3- The Goonies- Carmel Youth Center

June 4- Prayers for Bobby- A&E Lifetime, Pride Mtry

June 5- Historical staged reading with Carol Marquart

June 7- Princess Bride- Robin Welch Law office

June 8- The Candidate- Carmel Res Assoc

June 9- French Kiss- Blue Adobe/Shankle Real estate

June 10- Local film makers

June 11- A Good Year- Morgan Winery

June 12- Historical staged reading with Carol Marquart

June 14 Tue- FOREST THEATER- 6:30 to 9:30- Run Act 1

June 15 Wed -FOREST THEATER- 6:30 to 9:30- Run Act 2

,,
June 16 Thur- FOREST THEATER- 6:30 to 9:30- Run Show '-
June 17 Fri- FOREST THEATER- 6:30 to 9:30- Run Show

June 18 Sat- Local film

June 19 Sun- FOREST THEATER- Spm/ Pot Luck 6:30 to 9:30- Run show it..L "-~-c-'-' ,__1(

June 20 Mon- FOREST THEATER- 6:30 /Call- some costumes 7 to 9:30- Run Show
.'
June 21 lues- FOREST THEATER- 6pm /Call- some costumes 7 to 9:30- Run Show June 22 '' ';
Wed- FOREST THEATER -6pm /Call- full costumes 7:30- DRESS REHEARSAL

June 23 Thur 6pm- Call 7:30- PREVIEW PERFORMANCE

June 24 Fri 6pm- Call 7:30 -PREVIEW PERFORMANCE

June 25 Sat 5:30pm -Call 6:00- RCPT /ribbon cutting for City Officials 7:30- OPENING
PERFORMANCE

June 26 Sun 4:30pm- Call 5:30- PERFORMANCE

13
 OUTDOOR FOREST THEATER USE AGREEMENT
SCHEDULE "B"
(List Scheduled Performances continued )
June 28 ear Sy~w . 3& lbtal Flli11 ;:.;a kef Ja11ko- Fdrld Ra1Ser r-- i i~/'-i

June 29- Tortilla Soup - Agadventure

June 30- Promised Land- Sustainable Carmel

July 1 Fri 5pm- Call 7:30- PERFORMANCE

July 2 Sat- Matinee/Evening

lpm- Call 2pm- Matinee PERFORMANCE

6:30pm- Call 7:30- Evening PERFORMANCE

L-, <.. ;.rl

July 3 Sun 4:30pm- Call 5:30- PERFORMANCE
'1/~ "?' t~
j{..-t./1t) ( -'... / '' L ~
July 5,6, 7 -Films in the Forest 7/y
l!r r._4~;;:.-t,;_":"rt --st.:
July 8 Fri 6pm- Call 7:30- PERFORMANCE

July 9 Sat- Matiness/Evening

lpm -Call 2pm- Matinee PERFORMANCE

5:30-Call 7:30- PERFORMANCE

July 10 Sun 4:30pm- Call 5:30- PERFORMANCE

July 12- Films in the Forest

July 13- Shaped -local film maker Georis- fundraiser

July 14 Thur 6pm- Call 7:30- PERFORMANCE

July 15- Fri 6:30pm- Call 7:30- PERFORMANCE

July 16- Sat 6:30pm- Call 7:30- PERFORMANCE

July 17- Sun 2pm wrap potluck 4:30- Call 5:30- CLOSING PERFORMANCE

July 20- Wed 6pm call Dress rehearsal

July 21 Thur, July 22 Fri, July 23 Sat - 6pm- Call 7:30- PERFORMANCE

July 24-Sun 2pm wrap potluck 4:30- Call 5:30- CLOSING PERFORMANCE

July 26-28- Films in the Forest.'! clean up and load out allow

14

------ -----
 OUTDOOR FOREST THEATER USE AGREEMENT

SCHEDULE "C"

Forest Theater Rules and Regulations

Smoking No smoking shall be permitted within any part of the Forest Theater including
stage and backstage areas. All programs printed by the User shall bear a
statement indicating the regulations on smoking.

Occupancy Theater occupancy will be limited to 540 persons; in addition, the number of
tickets printed shall not exceed 540 per event, When selecting and producing
performances, User shall be sensitive to the neighbors concern for noise and the
beauty of the surroundings. No standing or sitting in aisles or on the stairways is
permitted. The User will not permit any person to act in any manner, which
creates a hazard, an annoyance or a disturbance within any City premises; and
the User will immediately take all needful corrective action should such a
situation arise.

Lighting All legally required lights must be on at all times when facilities are occupied.

Exits No exits from any room, theater, stage, backstage or dressing rooms areas shall
be blocked or be permitted to be blocked or obstructed in any way.

Materials Only non-flammable materials shall be used in the construction of scenery,

drops, props, drapes, or decorations, unless they have been treated with flame-
retardant material approved by the State Fire Marshal. Any flammable scenery
or materials found on the stage 1 backstage area, or any other area, shall be
immediately removed regardless of whether or not a performance is taking
place.

Personnel All front-of-house and backstage personnel will be subject to the direction of
the person in charge. An adult individual (21 years or older) must be present for
all activities associated with this use agreement.

Fire The Fire Marshal/Carmel Fire Department shall be responsible for the
enforcement of fire safety regulations. He/she may require the presence of fire
marshal, if, in his/her opinion, one is needed.

Police The Police Chief/Carmel Police Department shall be responsible for

enforcement of security regulations. If he/she determines uniformed police are
required, User will be required to pay any costs for some.

15

---- -- - - -
 FOREST THEATER USE AGREEMENT
Schedule '1C'- continued

Parking User shall NOT be permitted to charge for the use of parking facilities. There
shall be no reserved parking other than that necessary to provide for a
City-approved accessible managed parking plan.

Sleeping Overnight accommodations in house trailers1 campers 1 recreational vehicles,

etc., on the premised will not permitted.

HOUSEKEEPING RESPONSIBILITIES

? No structures or sets are to be built .unless specifically provided for herein

> No trees, shrubbery or other vegetation shall be cut, trimmed or injured.
J;> Fires will not be permitted except under the following guidelines established by the
Carmel Fire Department and the City.
Fires in the pits are allowed only during full tech rehearsals, dress
rehearsals, and performances
Only clean, unpainted firewood may be burned
No painted, varnished, plywood or particle board may be burned
No trash may be burned
A garden hose must be available to extinguish the fires in an emergency
and after the performance
Fires must be extinguished after the performance and the exit of the
patrons
Fires must be of a size so as not to endanger the vegetation, sets,
actors, or audience
Fires shall be extinguished immediately ifthe Carmel Fire Department
deems then unsafe for any reason

);> User will have all vehicles associated with their events (s) parked in areas designated by
the City.
)> User will provide parking and traffic control for all vehicles as directed by the City and/or
the Carmel Police Department.
> User will maintain the grounds of the entire outdoor facility during outdoor occupancy
in a clean, sanitary and litter free condition and will restore the a rea to as good or better
condition than it was received.
)> User shall clean the outdoor ground (including refuse removal to dumpster), seating
area and stage immediately after each outdoor performance.
);> User shall repair, within fifteen (15) days, any and all damage to the facilities and
grounds or any other property, which was a result of User's activities as encompassed
by this permit, at organization's expense. City will be the sole judge of the extent of
damage.
);> All lighting cables and wire shall be kept neat and tidy.

Date: __,:::s~_:1_'_:?'_,::2::.-':._'::./:::4:_'.- - -

16
 FIRST AMENDMENT

EXTENSION OF FOREST THEATER USE AGREEMENT

This extension of the Forest Theater Use Agreement (the "Extension") is entered into as of May
13, 2016, by and between City of Carmel and :;,_;;;<f'c-F /lis:;;''~ d~ . <; ("Party Two", and
together with Party One, the "Parties").

RECITALS

WHEREAS, Party One and Party Two are parties to the Forest Theater Use Agreement
dated as of April9 . 2012, regarding use of the Outdoor Forest Theater for a term ending on July
26, 2014 (the "Agreement"), a copy (Attachment A) of which is attached to this Extension; and
NOW THEREFORE, in consideration of the above recitals and the mutual promises
and befits contained herein, the Parties hereby agree as follows:
1. PURPOSE OF EXTENSION
This Extension shall constitute the First extension of the Agreement. The purpose of this
extension is to allow the Parties to complete the previously agreed upon term of tenancy
interrupted by the closure of the Forest Theater. This Extension of the Forest Theater Use
Agreement will terminate March 31, 20I~y::;,JI

CITY OF~,;2-HE-SEA usER: T. ):.2J:..-:;r "i'Jn:.J)n:-:;;,.:;:.c-,.~..-i L-''J

BY: f~rt~
,
.....
BY:~~ IJ-td:..~t.ry-;,?J.)/:2r('tLi. -;'~
: i- c: 't

17
 SECOND AMENDMENT

SECOND AMENDMENT TO FOREST THEATER USE AGREEMENT

I. This Second Amendment to the Forest Theater Use Agreement (the "Amendment") is entered
into as of May 12,2016, by and between the City of Carmel by the Sea (Party One") and
ri>w'>/ 7/-t'"-7tT"IOH.. ("Party Two", and together with Party One, the "Parties").
U'Vi.. ' L-I..")

WHEREAS, Party One and Party Two are parties to the Forest 'Theater Use Agreement
dated as of May 12, 2016, regarding use of the Outdoor Forest Theater for a term ending on
March 31,2018, (the "Agreement"), a copy of which is attached to this Extension; and
NOW THEREFORE, in consideration of the above recitals and the mutual promises
and befits contained herein, the Parties hereby agree as follows:

1. PURPOSE OF AMENDMENT

This document shall constitute the Second Amendment of the Agreement. The Agreement is
amended as follows:
The Attached Forest Theater Use Agreement (Attachment B) amends the original Forest Theater
Use Agreement in its entirety. Except as set forth in this Amendment, the Agreement is
unaffected and shall continue in full force and effect in accordance with its terms. If there is
conflict between this amendment and the Agreement or any earlier amendment, the terms of tins
amendment will prevail.

__,-::z.,...--::7
CITY O~,c'#rHE-SEA
./r~
BY:_\,..,
=''-'
ITS:

18
 Asbestos, Mold and Lead Paint Data Reports

To be signed by all persons likely to disturb asbestos no matter how trivial

the work, upon arrival -on every occasion, before commencing any
maintenance/refurbishment/repair on these premises

I acknowledge that I have seen and made myself familiar with the Asbestos, Mold
and Lead Paint Data Reports. I understand that works of a destructive nature
require a pre-assessment to ensure possible hidden asbestos, mold and lead paint
are identified before works commence. If I should uncover a suspicious material
or accidentally damage an asbestos, mold or lead paint containing material, I will
stop work, isolate the area and report the matter to the premises management.

~;; iU. c;~ 1i-h1in:->L.-

r-...,_tu> has received the sampling data reports
and are aware of where the infected areas are located. The User will abide by all
local, state, and federal regulations.

This agreement is made this day: May 13, 2016, by and between the City of
Carmel-by-the Sea," whose mailing address is P.O. Box CC, Carmel, CA 93921, and
F, -r. ,:.- , whose mailing address is p,,,. r''"' .::l '\2'> ~ ..A~cpic>~ .:J+J 3 77 Z/

USER: -~~{) {~t;:~~--- ,~H-t:)tT'f; ..'!-.. 6:?,.A... f!_.f)

BY _4f?? ~>.--L~i:Y!-Pv.J:C:: l-;?Y~-,.._-,____

ITS: '.. . -' 6->t ~'"2..&-;7~.- r.:;: )) )/~t-1;:: 1'../Z~
 Schedule of Payments

Forest Theater Guild 2016

Date Due: Amount:

! -' ~-.
Security Deposit: Date Paid: _.....:._,_.;;.....:._,1'-'---'L'_ _ )- I

Tech/Rehearsal/load In/ Move Out:

May 20, 2016 (17 Days) .!

Date Paid:--'--'-'~:..._ _

..-,
June 1, 2016 (9 Days) $--'-'--~--- Date Paid:-""-;......-''-'-'-"''-"--

July 1, 2016 (4 days) $_ _ _ _ __

Date P a i d : - - - - - - - -

Performance Dates: 10% of Gross Receipts:

For: The Borrowers, The Musical: 10% of Gross Receipts

July 28, 2016 $_ _ _ _ __

Date P a i d : - - - - - - -

For: The Adams Family: 10% of Gross Receipts

August 4, 2016 $ _ _ _ _ __
Date P a i d : - - - - - - -

Film Dates: 10% of Gross Receipts:

For: Films Shown June 1-4: 10% of Gross Receipts

June 9, 2016 $-----,--- Date P a i d : - - - - - - -

For: Films Shown June 7-11: 10% of Gross Receipts

June 15, 2016 $_ _ _ _ _ _ Date P a i d : - - - - - - -

For: Films Shown June 18, 28-30, 2016: 10% of Gross Receipts

July 11, 2016

$_ _ _ __
Date P a i d : - - - - - - -

For: Films Shown July 5-7,12,13 2016: 10% of Gross Receipts

July 23, 2016 $_ _ _ __ Date P a i d : - - - - - - -

For: Possible Films Shown July 25-27 2016: 10% of Gross Receipts

August 6, 2016 $_ _ __ Date P a i d : - - - - - - -

 Date Due: Amount: Date: lntial:

Concession Stand Dates: 10 % of Gross Receipts:

For: The Borrowers, The Musical: 10% of Gross Receipts

June 23-26, 2016 $ Date Paid:

July 28, 2016 $ Date Paid:

For: The Adams Family: 10% of Gross Receipts

August 4, 2016 $ Date Paid:

---

For: Films Shown June 1-4: 10% of Gross Receipts

June 9, 2016 $_ _ _ _ __ Date P a i d : - - - - - - -

For: Films Shown June 7-11: 10% of Gross Receipts

June 15, 2016 $_ _ _ _ __

Date P a i d : - - - - - - -

For: Films Shown June 18, 28-30, 2016: 10% of Gross Receipts

July 11, 2016 $_ _ _ _ __ Date P a i d : - - - - - - -

For: Films Shown July 5-7,12,13 2016: 10% of Gross Receipts

July 23, 2016 $_ _ _ _ __ Date P a i d : - - - - - - -

For: Possible Films Shown July 25-27 2016: 10% of Gross Receipts

August 6, 2016 $_ _ _ _ __ Date P a i d : - - - - - - -

 Forest Theater Keys
e_ i}Y~
received a copy of up keys, ",L <'""'- i s
r;!_,f2_,

to the Forest Theater on _ _,.<f.,_--'1-'v='~'------'('--.-'G' - -

(Date)

I agree to abide by the following rules:

All keys shall remain the property of the City of Carmel by-the-Sea.

All keys shall be returned and accounted for at the end of r:.,.,g,.1 <r Th~--Jec.r&~'-'- L(
(Print Name of Company)
Use Agreement, dated: _ _":>_,:-c..:,---''"---'i--'-'---!I_,L::;--__;,___ _ _.

No person shall alter, duplicate, copy, or make a facsimile of any key to a lock of a facility building or property
located at The Forest Theater.

Key holders shall use assigned keys for access to authorized locks only.

Key holders shall immediately report any lost, missing, stolen or damaged keys.

Returning Keys:
All keys shall be returned to the issuing department by the key holder of record at the end of Use Agreement.

If any keys are lost, user shall pay for new locks and keys to be issued at their expense and work is to be
completed only by City of Carmel-by-the-Sea.

\ j Lic"Ylvl( I I
t'T\.{ ,'-t..h,-aU.I
'' ' 13J>v-t,..understand any violation of above
I

may result in termination ofthe_--"-f_,c~',:,;(i.=.:c=.:.~-s'--.Lr_-'T'-."-,1-l<"-"'t:">-'"1''-'7'-' Y"'c'----"'' -"'-_.:;6:_--":..'__:_',;:\.::".c~--"---------

'
(Name of organization)

Use Agreement with the City of Carmel-by-the-Sea.

Signature: f1o/f:~:2-~w ,() $7l)/!.<L c::,.. Date: ---'ftc"'.~'----/'-C-_-_/.c-":.:'c__

l./ : : - .

Witnessed by: --+-.,'--7------'-'----,/-"--------- Date:-------~

 CITY OF CARMEL-BY-THE-SEA
ADAPTIVE LISTENING EQUIPMENT LOAN AGREEMENT

I. lender Information
City of Carmel-by-the-Sea Community Activities Department
PO Box CC
Carmel-by-the-Sea, CA 93921
Contact: Janet Bombard, Margi Perotti or Lori Aiello @831-620-2020

II. Borrower Organization Information

Contact Name: .Y~t:gf.,..!,! {-/ 1 t,t..-krc..-:-y;( !iiu~ne #;. _2- .I. '..{ - c:.c..~ -~ f
Company/Orgamzatlon hd.t 1-sT -~G-tt::"B'n--P (_~~'- yt.-~Jt1Md~.o:..~.o.\c(~~:-(~.a-'l.
Street ~ddress: )1 c b y Z:-5 <S
Ctty: ( 4 .,, w-" J; State: Zip Code: '? .? q z. I

Ill. Terms and Conditions ofthe Loan

A. The City of Carmel-by-the-Sea will lend the equipment to the borrowing organization on
the terms and conditions this agreement.
B. The Equipment must be kept in the possession and control and ensure that it is secure
against loss, damage and theft during the loan period.

IV. Equipment Information

Each piece of equipment {"Equipment"} shall be listed separately utilizing the format set
forth on the attached Exhibit A. The total number of pieces of equipment covered by the
Equipment Loan Agreement ("Agreement") is eighty-two (82). Equipment may not be
modified without f1rst obtaining City of Carmel-by-the-Sea's written npprovaL

V. This Agreement and the responsibilities as outlined hereunder are not transferable without
the written approval of the City of Carmel-by-the-Sea Community Activities Department. By
executing this Agreement, the Borrower agrees to comply with the terms set forth below.

A. Insurance
The Borrower is responsible for the full cost of repair or replacement of any or all of the
equipment that is damaged, lost, confiscated, or stolen from during the loan period. The
Borrower agrees to promptly notify the City of Carmel-by-the-Sea's Representative
designated above.

B. Use/Disclaimer
The Borrower shall be responsible for the proper use of equipment. The Borrower shall be
responsible for training anyone using the equipment on the proper use of the equipment in
accordance with any equipment use procedure. The Borrower agrees to operate the
equipment in accordance with any operating instructions issued for it and for the purpose it
was designed.

The City of Carmel-by-the-Sea disclaims aH representations and warranties associated with

the equipment and any use thereof, including any warranty of fitness for a particular
purpose.

Page 11
 Borrower agrees to use the equipment at for purposes exclusively at the Forest Theater,
located on Mountain View and Torres, City of Carmel-by-the-Sea.

C. Delivery and Return of Equipment

Title to the equipment the subject of this agreement shall remain with the City of Carmel-
by-the-Sea. The Borrower shall be responsible for the safe packaging, proper transport of
said equipment. The Borrower must arrange a mutually convenient time to collect the
equipment on the first day of the loan period and to return it on the last day of the loan
period to the City of Carmel-by-the-Sea Community Activities Department, located on at
Mission and 6t 11 Avenues in the City of Carmel-by-the-Sea.

D. Cleanliness
The equipment should be appropriately cleaned prior to the loan period by the City of
Carmel-by-the-Sea and following the loan period by the borrowing organization to avoid risk
of cross contamination.

E. Maintenance and Repair

Equipment shall be returned to Lender in as good a condition as when received by the
Borrower, except for reasonable wear and tear. During the Loan Period and prior to return,
the Borrower agrees to assume all responsibility for maintenance and repair of said
equipment and must notify the City of Carmel-by-the-Sea if maintenance and repair of
equipment is performed.

F. Compliance with Laws

Borrower shall comply with all country, federal, state, county, and municipal laws,
ordinances, and regulations, if any, applicable to the transportation and use of the
Equipment.

G. indemnification
In consideration for the equipment Joan, the Borrower agrees to indemnify, defend and hold
Lender harmless from any and all damages, losses, claims, causes or action, expenses and
liability of any nature whatsoever associated with its use of the Equipment while under the
care, custody and control of Borrower unless due to the negligence of Lender.

H. Amendment/Modification
This Agreement cannot be amended or modified except by i~ an instrument in writing
signed by both parties. Any attempt to do so except in accordance with this paragraph shall
be void.

VI. Terms and Conditions of the Loan

C. The City of Carme!-by~the-Sea will lend the equipment to the borrowing organization on
the terms and conditions this agreement. The equipment shall be loaned from
1>I Ce 'U /~ unti11l hl-/Gthe loan period. The loan period may be extended by
mutual written approval of both parties.

Page I2

----------- - - - - - - -
 }'J.:..:.'>le-tt' fh {0-: l>'l....>tf-:~ 1~ r:.!}f/fi!,i6.- have read, understand and agree to the terms
1
I
a nO conditions of this loan agreement. .

Sign: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Date: _ _ _ _ _ _ _ __

Equipment Received _ _,("'r~-=s'-"'::,-''-',,'-.~__,L=,_,Scoj_~=i_.o~'-_'________ Date: " I J . . l c' I .1:

All equipment must be checked in by a designated representative of the City of Carmel-by-

the-Sea.

Equipment checked in b y - - - - - - - - - - - - - - - - - - Date: _ __

Person Returning Equipment: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Date: _ __

City Use Only:

Notes on returned e q u i p m e n t : - - - - - - - - - - - - - - - - - - - - - -

Page I3
 CITY OF CARMEL-BY-THE-SEA ADAPTIVE LISTENING EQUIPMENT LIST
EXHIBIT A- EQUIPMENT

:Item ! Description ! Quantity

I
i
1 LT-800-072-01 i Listen Tech Stationary FM Transmitter (72 MHz) (North ' 2
/America) i
LA-122 I Listen Tech Universal Antenna Kit (72 and 216 MHz) '2
LR-4200-072 , Listen-Intelligent DSP RF Receiver Package 1 (72 MHz) ' 25
LA-401 I Listen Tech Universal Ear Speaker i 25
1 LA-430 ! Listen Tech Intelligent Earphone/Neck Loop Lanyard 8
I LA-381 I Listen Tech Intelligent 12-Unit Charging Tray 2
I I
j VP89M 1 Shure Medium Condenser Shotgun Microphone with 2
Ii A89MW-SFT ,' Case and Foam Windscreen
I Shure Rycote Softie Windshield for VP89M 2
M-lOOK ~ Rapco Road Hog Series Microphone Cable 2

M-50K , Rapco Road Hog Series Microphone Cable 1

I
Hog-lOB I Rapco Road Hog Series Instrument Cable 2 !
j 1202-VLZ4 Mackie 12 Channel Compact Mixer 1 !

3SKB-2417MR SKB Military Retractable Series Road Case 24" x 17" x 2 I

M-75K
14.5"
Rapco Road Hog Series Instrument Cable
Shure Cardioid Black Mini-Condenser for Overhead
1
1
-i
I
MX202B/C
! Miking, 30' Rapco Road Hog Series Microphone Cable
I
1402-VLZ4 Mackie 14 Channel Compact Mixer 1 1
I LA-423 I Listen Tech 4 Port USB Charger 1
La 304 ' Listening Tech. Assistive Listening Notification Signage Kit 2

Page I4
 FOREST THEATER USE AGREEMENT

Attachment B

THIS LICENSE AGREEMENT, dated May 27, 2016, between THE CITY OF CARMEL-BY-THE-SEA, a municipal
corporation (hereinafter "CITY") and Pacific Repertory Theater is made with reference to the following
facts:

A. CITY is the owner of the real property with improvements commonly known as the Forest
Theater located at Santa Rita Street and Mountain View Avenue, legally described in Exhibit "A"
attached hereto and incorporated herein by this reference.

B. Pacific Repertory Theater (hereinafter "USER") desires to rent the space within the CITY of
Carmel-by-the Sea commonly known as the Indoor Forest Theater through March 31, 2018. The
2016 season will begin June_ 2016 and end March 31, 2018. The CITY is willing to grant a
revocable license to USER to use and occupy the Indoor Theater of the License Area during the
above stated dates for the purposes authorized by this Agreement, subject to all of the terms
and conditions hereinafter set forth. The USER must approve any request & access to The
Centennial Production Group during the dates of: October 17- 23, 2016, as approved by City
Council.

NOW, THEREFORE, it is agreed as follows:

1. Grant of license. CITY hereby grants to USER a revocable license to use and occupy the Indoor
Theater portion of the Forest Theater for the purpose of providing public, educational, cultural,
entertainment and community events. USER agrees to use the Indoor Forest Theater for the
following purposes and to limit its use to such purposes: providing public, educational, cultural,
entertainment and community events with all of the applicable conditions and requirements set
forth in this use agreement.

2. license Area. The area to be occupied by USER {hereinafter 11 license Area'') shall be the Indoor
Forest Theater located at Santa Rita Street and Mountain View Avenue, Carmel-by-the-Sea,
California (Exhibit A).

3. Condition of License Area. Use of the License Area Is being granted to USER in its present
condition and CITY shall have no obligation to make any alterations or improvements to the
License Area to accommodate USER's use. USER acknowledges that CITY has made no :::J
representations or warranties concerning the condition of the License Area or its suitability for ,7!f-
USER's intended use. It shall be the responsibility of USER to conduct such inspections of the
License Area as it deems necessary to satisfy itself that the License Area can be used for the
purposes intended by USER. The inspection will be performed prior to the agreed upon move-in
date, with CITY staff in attendance and concurrent with a CITY staff checklist and video inspection
of the facility, the purpose of which will be to ascertain and document the condition of the facility
prior to USER moving in. USER shall provide a detailed list of work that is planned to be
performed during the site inspection, including what building materials are proposed to be used,
for staff to review. The facility will also be subject to a CITY staff inspection upon the USER
moving out the purpose of which will be to identify modifications, damages, potential hazmat
disturbances, etc. that may have occurred and to assess the general cleanliness of the facility.

4. Termination of License Prior to Expiration of Current Term. USER may terminate the license at any
time during the agreement term by giving sixty (50) days written notice to the City Administrator
stating the effective date of termination. CITY reserves the right to terminate the license prior to

1
 expiration ofthe term, with respect to all or any portion of the License Area, upon sixty (60) days
prior written notice to USER in the event CITY requires use of the License Area for any public
purpose. Should the CITY determine that the operation of the Indoor Theater is causing a health or
safety hazard, the CITY may immediately terminate the license agreement. CITY may also
terminate the license in the event of any default by USER in the performance of its obligations
under this Agreement if such default is not cured within thirty (30) days after written notice thereof
delivered to USER, or such other period of time as may be specified in the notice.

S. Permitted Uses. The License Area shall be used and occupied by USER solely for the following
purposes, and limited to such purposes: providing public1 educational, cultural, entertainment
and community events.

6. Submittal of Performance/Rehearsal/Technical Work Schedules. USER will submit schedules of

all Indoor Theater performance, rehearsal and technical days with start and finish times to the
Community Activities department fourteen days in advance of the scheduled move-in date. Any
and all revisions of said schedules must be submitted to the Community Activities Department
at least seven days before said revision will take place.

7. Move-in I Move-out. USER shall not begin moving equipment, furnishings, other property or
personnel onto the Premises prior to the move-in date and time, unless CITY grants approvaL
Any equipment, furnishings, or other property belonging to USER remaining upon the Premises
after the move-out date shall be deemed abandoned and may be disposed of by CITY, at such
time and in such manner as CITY may determine at its sole discretion. USER agrees to pay to
CITY upon demand any and all costs of removal and disposal of abandoned property. USER
acknowledges that CITY shall have no liability whatsoever for any loss of or damage to Renter's
equipment, materials or other property which may arise as a result of such disposal.

8. Outdoor Theater Hours of Operation (Restrictions and limitations). No work, including

rehearsals, performances and construction will begin before 9:00a.m. Construction of sets shall
end by 5:30p.m. During rehearsals, all amplification of sound shall be turned off no later' than
10:00 p.m. All rehearsals, performances, and after-parties shall end no later than 10:30 p.m.,
and the premises vacated by 11:00 p.m., non-inclusive of valet or pick-up/drop-off services.

9. Rental Rates. USER agrees to rent the Theater and to pay all charges as set forth In Exhibit ''B"
entitled "Rental Rates and Charges"; attached hereto and incorporated herein by this reference.

10. Forest Theater Rules and Regulations; Housekeeping Responsibilities. USER agrees to comply
with all Forest Theater Rules and Regulations and Housekeeping Responsibilities as set forth in
Exhibit "C"; attached hereto and incorporated herein by this reference.

11. Building Use Regulations. USER shall not in any way make alterations or improvements to the
Forest Theater without the prior written consent and oversight of CITY. To ensure compliance
with the !imitation hereby imposed on the USER, CITY reserves the right to place restrictions
upon, or prohibit, the installation by USER of any signs, floor coverings or fixtures; or the
affixation by USER of any nails, spikes, lighting, posters, signs, or adhesive backed Items such as
stickers, tape, etc. to any part of the Indoor Forest Theater. Additionally, USER agrees to comply
with a!! Forest Theater Rules, Regulations and Responsibilities as set forth in Exhibit "D'';
attached hereto and incorporated herein by this reference.

12. Hazardous Building Materials. In case of disturbance of hazardous materials USER shall notify
the CITY immediately. USER shall be responsible for cleanup of hazardous material pursuant to
EPA standard protocols. USER shall be responsible for any damages I costs incurred as a result of
potential exposure to hazardous materials of occupants I workers.

2
 13. Compliance with Legal Requirements. USER shall strictly comply with all applicable federal, state
and local laws, including hazardous building materials awareness. Further, USER shall strictly
comply with all applicable CITY laws, ordinances and regulations. USER agrees to comply with all
Forest Theater Rules and Regulations I Housekeeping Responsibilities as set forth in Exhibit C
attached hereto and incorporated herein by reference. USER shall have any and all agents,
volunteers and employees sign and return to USER a copy of the Forest Theater Rules and
Regulations/Housekeeping Responsibilities prior to use of the facility. USER shall also notify all
agents, volunteers and employees that they are to comply with all laws, ordinances, and
regulations adopted or established by federal, state, CITY or local government agencies.

14. Indemnity. USER agrees to indemnify, defend, and hold CITY, and its officers, officials, boards,
commissions, employees, and agents, harmless from and against any and al! dairris, demands,
causes of action, liabilities, costs or expenses, including attorney's fees, occasioned by or in any
way connected with the condition, use or misuse of the License Area or occasioned by any
negligent act or omission of USER or its, agents, volunteers and employees or arising from any
breach of this License Agreement by USER or any of its sub-USERs, agents, volunteers and
employees. The indemnity obligations of USER set forth herein shall survive and continue beyond
the term of this License Agreement.

15. liability of USER: USER shall assume all liability for any injury to persons or damage to property
that may arise from any accident that occurs on or about the Indoor Forest Theater as a result of
the use and/or occupancy thereof by USER.

16. Retention of Deposit: Any failure by USER to use and/or occupy the Indoor Forest Theater in
the manner herein provided shall not entitle USER to a return of the deposit.

17. Security: USER shall provide at USER's expense adequate and appropriate supervision and
security as to insure the safety and security of the public, personnel and Indoor Forest Theater
during occupancy.

18. Inspection: CITY reserves the right to enter any and all parts of the Forest Theater at times for
the purpose of examining same to ensure compliance by USER with the terms of this Agreement

19. Liability Insurance. During the term of this License Agreement, USER shall procure and maintain
in full force and effect at USER 1s expense: (i) commercial general liability insurance with a limit
of not less than One Million Dollars ($1,000,000.00) per occurrence, and Two Million Dollars
general aggregate ($2,000,000.00); automobile liability insurance with a minimum of
$1,000,000.00 limit per accident; and Workers' Compensation Insurance as required by the
State of California.

User must also procure and maintain in fu!! force and effect employer's liability insurance with a
minimum $1,000,000.00 limit per accident, insuring against all liability of USER and CITY for
bodily injury and property damage and personal & advertising injury arising out of or in
connection with USER, use and occupancy of the License Area and also insuring performance by
USER o'fthe indemnity provisions set forth in Section 10 of this License Agreement.

The CITY shall be named as an additional insured by endorsement. USER shall provide CITY with
the necessary Certificates of Insurance evidencing CITY as additional insured. The amount of
such genera/liability insurance shall not limit USER'sliability nor relieve USER of any obligations
under this License Agreement The general liability insurance policy shall name CITY, and its
officers, officials, boards, commissions, employees, agents, and volunteers as additional insured
parties there under, and shall be endorsed to provide that: {i) the insurance coverage there

----- .. --.-
20. As a condition precedent to CITY performance pursuant to this Agreement, USER shall file a
certificate of insurance with the Community Activities Department two weeks before move-in
date showing that they have in effect the insurance required by this agreement. USER shall file a
new or amended certificate of insurance promptly after any change is made to any insurance
policy which would alter the information on the certificate then on file. Assignment. USER shall
not assign, sublease or transfer any interest in this Agreement, or permit the use of the Indoor
Forest Theater by any person(s) other than USER, its guests, agents, volunteers and employees
without the prior written consent of the CITY.

21. Books and Records. USER shall keep full and detailed accounts and exercise such controls as
may be necessary for proper financial management under this Agreement; and the accounting
and control systems shall be satisfactory to the CITY. The CITY and the CITY'S auditor shall be
afforded access to the USER's records, books, correspondence and other date relating to this
Agreement for a period of one (1) year after final payment or for such longer period as may be
required by law. In addition, USER agrees to make said records, books, correspondence and
other date relating to this Agreement available to CITY at CITY's principal place of business upon
72-hours written notice.

22. Attorney Fees. Shall either party to this Agreement bring legal action against the other, {-formal
judicial proceeding, mediation or arbitration), the case shall be handled in Monterey County,
California, and the party prevailing in such action shall be entitled to a reasonable attorney's fee
which shall be fixed by the judge, mediator or arbitrator hearing the case and such fee shall be
included in the judgment, together with all costs.

23. Notices. Any notice required or permitted to be given hereunder shaH be in writing and shall be
posted by certified mail or personally delivered to the other party.

This agreement is made this day of May 12, 2016 by and between the City of Carmel-by-the Sea.'' whose
mailing address is P.O. Box CC, Carmel, CA 93921, and Pacific Repertory Theater, herein referred to as
"User', who's mailing address is

CITYr12
, RM]PfiY-THE-SEA USER: f?~c/:,
.
CotJo ,r-{blv1/yd;e
r ;

BY: o
;:I'~~
,~=-
,, BY: {y_/-'t..~
.:5:>-c<>c.~-/ K-
-=I
ITS: City Administrator ITS: b,t.-c-hr

4
 FOREST THEATER USE AGREEMENT

Exhibit "A11

Lots One to Fifteen inclusive in Block 85 as shown and so designated on the map of Addition
Number 5 to Carmel-by-the-Sea, Monterey County, California,, filed on the date of February 9, 1910,
now on fi!e and on record in the office of the County Recorder of the County of Monterey, State of
California, in Ma:o Book Two, Cities and Towns, at page 22.

5
Page 6 left intentionally blank for the

The Indoor Theater

Only
 INDOOR FOREST THEATER USE AGREEMENT
EXHIBIT"C"

ALL CONDITIONS A:'<D TERMS SPECIFIED L"i THE FOREST THEATER IJSE
AGREEMENT APPLY TO THE INDOOR AJ'ID OUTDOOR FOREST THEATER EXCEPT
WHERE THE CONDITION APPLIES EXCLUSIVELY TO THE OUTDOOR THEATER.

RATES AND CHARGES FOR INDOOR FOREST THEATER

Rental of the Indoor Forest Theater includes use of the theater under the outdoQ.r stage and the
downstairs storag.e area.

SCHEDULE OF PAYMENTS

USER agrees to pay the CITY $160.00 per month, due the s" of each month. Additional scheduling of an
outside performer other than Pacific Repertory Theater must be approved by the City and not be in
conflict with other performances at the Forest Theater. First Payment Due at Signing of Use
Agreement.

CONTRACT AND PAYMENT

A contract will be drawn up, and only after such contracts have been approvBd and signed by the USER
and City Administrator representing the CITY, and only after appropriate advance payments have been
made will the agreement become valid. All payments for the use of the theater and /or supplemental
facilities will be made in strict accordance with the payment schedule included in the contract. Failure to
make a payment as scheduled may terminate the contract, if payment is not received within ten {10)
days of the due date. Any USER who charges admission or collects any donations, gift, or other
consideration as a condition of admission will make his/her receipts available to the City administrator
for inspection and will pay any additional fee (based on ten percent (10%) of gross receipts) due the
CITY. AU payments are to be made in cash, check or bank money order. First payment is to be made
prior to access to premises.

I
.----: I '
Signed ~/{_,~- Date: __::~~!c:::<")(A-"'1-/-'-/I.J'"-----
( J

""

7
 FOREST THEATER USE AGREEMENT
Exhibit "D"

The facilities will be based in accordance with the conditions and requirements set forth in the "Rules
and Regulations for Use of Facilities," a true copy of which is attached hereto, Schedule "C", and User
acknowledges that he is aware of these regulations. User Agreement grants the right to use only the
facilities, equipment, and services as are specified. User acknowledges that he/she is aware of the
extent and kind of such equipment and services.

The City will permit the User to use the facilities herein described for the periods of time herein set out,
except that if such facilities are rendered untenable by fire, windstorm, earthquake, or other
catastrophe or act of God, this User agreement will be deemed canceled as between the parties; and
the City shall have no obligation to User by virtue of the execution of the agreement except for the
refund of any advance payment and/or deposit.

User agrees to obtain written permission to perform any material subject to copyright from the owner
of the copyright prior to performing the material at FOREST THEATER. User agrees to indemnify and hold
harmless the City from any and all claims, damages, or expenses arising from any violation of or
infringement upon copyrights by User.

Schedule "B" is attached for Season beginning July 30, 2016. In the event that major upgrades are-
required for the Forest Theater facility, Schedule "A" will be revised at the discretion of the City.

PROTECTION OF PROPERTY AND FACLITIES

It is the responsibility of the User to protect all property and facilities in use by User, his(her agents,
employees, audiences or anyone else authorized to enter property by user. An appropriate Clean-up
and Security deposit may be required of each User. At the close of the contract period, the cost of
replacing any loss, repairing any damage or performing any excessive clean-up will be deducted from
the deposit. This includes but is not limited to damage caused to any technical equipment by misuse by
User/staff/technicians/volunteers or any 3rd party vendor. lf the cost of such correction exceeds the
amount of the security deposit, the deposit shall be forfeit and the remainder due shall become a debt
owed by the User to the City and shall be subject to collection as provided by the law. Any unused
portion of the deposit will be refunded.

FOOD AND BEVERAGES

No food or beverages or other comestibles can be furnished, sold, or given away anywhere in and about
Forest Theater facilities without first obtaining written permission from the City of Carmel-by-the-Sea's
City Administrator office. Such permission can be revoked on thirty (30) days written notice. The request
for the permit shall state the following:
a} Type of food, beverage, or other comestibles or merchandise to be furnished.
b) The name(s) of the person(s) who will furnish the food, beverages, or other comestibles and
operate the space.
c) The nam~, address, and telephone number of the responsible person plus the same
information for the person(s) responsible for the cleanup of space used.

8
 Health Department Permit Number / 5- ](1 '-/'?:0
Resale License Number 01.. 0 'iS' I L.f / OJ g
User will also furnish to the City a copy of each and every Alcoholic Beverage Control License obtained
for the premises.

FOREST THEATER USE AGREEMENT

Exhibit uou continued

AGREEMENTS
User will complete a Forest Theater Event Report for each event. Form to be supplied by the City.

>- User wilt file a set of plans and/or revisions with the City at least (3} weeks prior to the
beginning of any set construction. AH plans, and revisions for all plans, must be drawn in
accordance with standard construction practices and meet all Uniform Codes and State
safety requirements for stage/set construction at the Forest Theater. It is acknowledged
that temporary theater stage sets and scenery are often exempt from Building Permits
Plans and subsequent construction are the responsibility and liability of the user and
subject to inspection and approval by the City.
r User will obtain a permit before any work requiring a permit is commenced.
~ Any equipment brought in for by User for use in the Outdoor or Indoor Theaters may be
inspected by City staff for compliance with fire and safety regulations. Any equipment
not in compliance or deemed unsafe cannot be used in the theater. The City accepts no
responsibility for the equipment, its storage, loss, theft or damage.
;... All electrical connections (excepting plugged-in listed devices or appliances),
modifications or installations shall be made by certified electricians, and permits must
be obtained from the City Planning and Building department, if applicable. All
technicians and technical/stage crew personnel must already be trained on equipment
and meet the necessary skill sets of equipment operation. Informational note: refer to
NFPA 70E-2009, Standard for Electrical Safety in the Workplace, for electrical safety
training requirements .
., User will maintain the premises in a clean and neat manner. Keep the grounds and
dumpster-area clean and free of trash, waste, and rubbish. Any costs for cleaning
incurred by the City will be charged to the user.
,. User will provide as needed, responsible accommodation and personnel to assist
disabled audience members to and from their theater seats.
;., If conflicts or disagreements arise in regard to this Forest Theater use Agreement and
are not resolved, the matter will be given to the City Administrator, All decisions by the
City Administrator are finaL

9
 GENERAL PROVISIONS

City wilf provide to the best of its ability and at its expense, utilities, maintenance of
public restrooms, and waste management services. Any mechanical failure will not void
this contract; the City will make every effort to correct technical and mechanical
problems regarding utilities but cannot be held liable if such problems are beyond City
controL Available dressing rooms will be provided at no cost to the User. All other
services or conditions will be at the expense of user. User is responsible for contacting
the City to arrange delivery and pick-up of a dumpster during set-up/strike. The City will
clean the site prior to opening. The user agrees to abide by all rules and regulations as
out of the City in Exhibit "D" and Schedule "C'.

10
 FOREST THEATER USE AGREEMENT
EXHIBIT "E''

responsibility of the USER to develop and implement a plan to provide a method of providing accessible
parking to patrons with disabilities who are attending events in private vehicles. The plan will address
the issue of getting people with mobility impairment safely between their vehicles and the theater box
office and seating, and will address both the Outdoor and Indoor Theaters.

Prior to commencing tenancy, the proposed plan will be submitted to City staff for review. Tenancy will
not be granted until such time as the plan has been approved.

With regard to reserved parking spaces set aside for accessible parking, the person responsible for the
parking plan may release these spaces if the parking spaces are not used.

11
INDOOR FOREST THEATER USE AGREEMENT
SCHEDULE "B"
(List Scheduled Facility Use)

See attached Calendar

12
 OUTDOOR FOREST THEATER USE AGREEMENT

SCHEDULE 11 C"

Forest Theater Rules and Regulations

Smoking No smoking shall be permitted within any part of the Forest Theater including
stage and backstage areas. All programs printed by the User shall bear a
statement indicating the regulations on smoking.

Occupancy Theater occupancy will be limited to 540 persons; in addition, the number of
tickets printed shall not e><ceed 540 per event. When selecting and producing
performances, User shall be sensitive to the neighbors concern for noise and the
beauty of the surroundings. No standing or sitting in aisles or on the stairways is
permftted. The User will not permit any person to act in any manner, which
creates a hazard, an annoyance or a disturbance within any City premises; and
the User will immediately take all needful correctiv action should such a
situation arise.

Lighting AI! legal!v required lights must be on at all times when facilities are occupied.

Exits No exits from any room, theater, stage, backstage or dressing rooms areas shall
be blocked or be permitted to be blocked or obstructed in any way.

Materials Only non-flammable materials shall be used in the construction of scenery,

drops, props, drapes, or decorations, unless they have been treated with flame-
retardant mat~ rial approved by the State Fire MarshaL Any flam mabie scenery
or materials found on the stage, backstage area, or any other area, shalt be
immediately removed regardless of whether or not a performance is taking
place.

Personnel All front-of-house and backstage personnel will be subject to the direction of
the person in charge. An adult individual (21 years or older) must be present for
all activities associated with this use agreement.

Fire The Fire Marshal/Carmel Fire Department shall be responsible for the
enforcement of fire safety regulations. He/she may require the presence of fire
marshal, if, in his/her opinion, one is needed.

Police The Police Chief/Carmel Police Department shall be responsible for

enforcement of security regulations. If he/she determines uniformed police are
required, User will be required to pay any costs. for some.

-------------
 FOREST THEATER USE AGREEMENT
Schedule uc' continued

Parking User shall NOT be permitted to charge for the use of parking facilities. There
shall be no reserved parking other than that necessary to provide for a
City-approved accessible managed parking plan.

Sleeping Overnight accommodations in house trailers, campers, recreational vehicles,

etc., on the premised will not permitted.

HOUSEKEEPING RESPONSIBILITIES

:;,.. No structures or sets are to be built unless specifically provided for herein
> No trees, shrubbery or other vegetation shall be cut, trimmed or injured.
;.. Fires will not be permitted except under the following guidelines established by the
carmel Fire Department and the City.
Fires in the pits are allowed only during full tech rehearsals, dress
rehearsals, and performances
Only clean, unpainted firewood may be burned
No painted, varnished, plywood or particle board may be burned
f\Jo trash may be burned
A garden hose must be available to extinguish the fires in an emergency
and after the performance
Fires must be extinguished after the performance and the exit of the
patrons
Fires must be of a size so as not to endanger the vegetation, sets,
actors, or audience
Fires shall be extinguished immediateiy if the Carmel Fire Department
de!ms then unsafe for any reason

;.-User will have all vehicles associated with their events (s) parked in areas designated by
the City.
/;> User will provide parking and traffic control for all vehicles as directed by the City and/or
the Carmel Police Department.
;-- User will maintain the grounds of the entire outdoor facility during outdoor occupancy
in a clean, sanitary and litter free condition and will restore the area to as good or better
condition than it was received.
;... User shaH clean the outdoor ground (including refuse removal to dumpster), seating
area and stage immediately after each outdoor performance.
'r User shall repair, within fifteen (15) days, any and all damage to the facilities and
grounds or any other property, which was a result of User's activ;ties as encompassed
by this permit, at organization's expense. City will be the sole judge of the extent of
damage.
;,.. All lighting cables and wire shall be kept neat and tidy.

signed: ~.O'?.c:fL;:....A<-
. =:::...__-____
.:..>.._,.w.---e:. Date: _ _::J-~~-~...::G,_-_:._/b"-'_ _
-,I
 FIRST Ai"IENDMENT

EXTENSfON OF FOREST THEATER USE AGREE)v!E:-;T

This extension of the Forest Theater Use A&JTeement (the "'Extension"') is entered into as

May 26, 2016, by and between ______,(''Party One") and

_ _ _ _ _ _ _ _ _ _ _ _ _ (''Party Two", and together with Party One, the "Parties").

RECITALS

\VHEREAS, Party One and Party Tw-o are parties to the Forest Theater Use Agreement
dated as of May 26, 20 16, regarding use of the Indoor Forest Theater for a term ending on
March 3!, 2018, (the "Agreement"), a copy (Attachment A) of which is attached to this
Extension; and
NOW THEREFORE, in consideration of the above recitals and the mutual promises
and beftts contained herein, the Parties hereby agree as follows:
I. PlJRPOSE OF EXTEXS!ON
This Extension shall consiitute the First extension of the Agreement. The purpose of this
extension is to allow the Parties to complete the previously agret!d upon tenn of tenancy
interrupted by the closure of the Forest Theater. This Extension of the Forest Theater Lise
Agreement will terminate ,\;larch 3 L 2018.

USER: Pa~.+~- ~ Ko~ohrv f/,_ e0 fr.t

BV:_~~9.?~"~~~-~~~k'~_r~---'------
ITS: City Administrator ITS: ,;- 1:5l.c:f'Cvr/-ve f'> ;,edor-
 SECOND Ac'\.IENDMENT

SECOND AMENDMENT TO FOREST THEATER USE AGREEME:'o/T

This Second Amendment to the Forest Theater Use Agreement (the "Amendment") is
entered into as of May 26, 2015, by and between City of Carmel by-the-Sea and

('"Party Two". and together with Party One.

the ''Parties").

RECITALS

WHEREAS, City of Carmel and Pacific Repertory Theater. are pat1ies to the Forest
Theater Use Agreement dated as of May 26, 20 !6, regarding use of the Indoor Forest Theater
for a term ending on March 31. 2018, (the "Agreement"). a copy of which is attached to this
Extension; and

NOW THEREFORE, in consideration of the above recitals and the mutual promises
and befits contained herein, the Parties hereby agree as follows:

I. PURPOSE OF AMENDMENT

This document shall constitute the Second Amendment of the Agreement. The Agreement is
amended as follows:
The Attached Forest 111eater Use Agreement (Attachment B) amends the original Forest Theater
Use Agreement in its entirety. Except as set forth in this Amendment, the Agreement is
tmaffected and shall continue in full force and effect in accordance with its tenns. [f there is
conilict between this amendment and the Agreement or any earlier amend!nent, the terms of this
amendment will prevail.

CITY o;;:~E-:EA USER: fs)/i ... /&10-0: br~ 1;t/r;,,1!<'.

BY:_{_:_, tL -?-s.. BY:/ ?'"/y ~
-"=! =
ITS: City Administrator ITS: e '< f' c.vr/.it Di,e cft,r-
 Asbestos, Mold and lead Paint Data Reports

To be signed by all persons likely to disturb asbestos no matter how trivial

the work, upon arrival- on every occasion, before commencing any
maintenance/refurbishment/repair on these premises

I acknowledge that I have seen and made myself familiar with the Asbestos, Mold
and Lead Paint Data Reports. I understand that works of a destructive nature
require a pre-assessment to ensure possible hidden asbestos, mold and lead paint
are identified before works commence. If I should uncover a suspicious material
or accidentally damage an asbestos, mold or lead paint containing material, I will
stop work, isolate the area and report the matter to the premises management.

- - - - - - - - - - - - - - h a s received the sampling data reports

and are aware of where the infected areas are located. The User will abide by all
local, state, and federal regulations.

This agreement is made this day: May 13, 2016, by and between the City of
Carmel-by-the Sea," whose mailing address is P.O. Box CC, Carmel, CA 93921, and
:P4C> ~'&for~ ltlu-1'1'"!.- , whose mailing address is fo. ?:()) 2.2.2-o?o?,

U.rme..l I r~ i-JM2.2.

CITYo~"?a'Y-THE-SEA
BY: ( '(
=
!L , ............
'<,_'
ITS: City Administrator
June 6, 2016
 Forest Theater Keys

- )_ ~- If'~., {/! - ),
---",,Li ~-+;-''~~4-_-"':)_, .:'IJU': : ._:_'-'-''--/____1l..'Ccc.}::::;;~~::::~i/~et::=:?=-''--,..._----- received a copy of '~J keys, i ~, ;cc i 2._ \".:;. 1
(P,rint Name) ' . '
to the Forest Theater on ----'0",-'LI_i,-'-{f..l_i.o:d:_"'_ _ __
I '
(Date)

I agree to abide by the following rules:

All keys shall remain the property of the City of Carmel by-the-Sea.
l\ '
All keys shall be returned and accounted for at the end of n'</ ((Ate.~
(Print Name of Company)
Use Agreement, dated: _ _...:-"'3~-,")'-l-j..:'-..)/:..;;_if_"_ _ __

No person shall alter, duplicate, copy, or make a facsimile of any key to a lock of a facility building or property
located at The Forest Theater.

Key holders shall use assigned keys for access to authorized locks only .

.-ey holders shall immediately report any lost, missing, stolen or damaged keys.

Returning Keys:
All keys shall be returned to the issuing department by the key holder of record at the end of Use Agreement.

If any keys are lost, user shall pay for new locks and keys to be issued at their expense and work is to be
completed only by City of Carmel-by-the-Sea.

- tltg../)
<J+c I A
.LL\c'j!iP.:- understand any violation of above
.-..... ~,
may result in termination of the, _ _lL~'"'"'-i'c!occ~_-(:._il..:..\,c~_;:,(~-)-'-"'. ,:_~_'_______________
(Name of organization)

Use Agreement with the City of Carmel-by-the-Sea.

/
1.: } C-1 . ,~.
/
Date: _ __:._1::."--+t_.L.p,i(;,::..,
.. ,_
__

-1 -d~L...;.;...,..:___:.__L__i'..l ,. .':_-: :~"-.:-_ ").-,-_;_/. :__ _ _ __

.._,_. .-._ ' ..,...""-+-!o-- .)
--~
,_ :. ~-' !_-...\, - )
Witnessed by: / ' ;' '-, .'.J'
-
,;
Date: _ ____c'J'----'--.C..::).;:-:.-' __
 Schedule of Payments

Pacific Repertory Theater 2016

INDOOR Theater

Date Due: Amount:

Security Deposit: $---'----- Date Paid: _ _ _ _ _ _~

Indoor Theater Monthly Use:

June 1, 2016 $ Date Paid:

July 1, 2015 $ Date Paid:

August 1, 2016 $ Date Paid:

September 1, 2016 $ Date Paid:

October 1, 2016 $ Date Paid:

November 1, 2016 $ Date Paid:

December 1, 2016 $ Date Paid:

Performance Dates: 10% of Gross Receipts:

Date 2016 $ Date Paid:

For:

Date 2016 $ Date Paid:

For:

Date 2016 $ Date Paid:

For: