LICENSE AGREEMENT FOR USE OF RIALTO THEATER ‘THIS AGREEMENT (“Agreement”) s mad and entered nt this I day of one Dal, by and between te CITY OF LOVELAND, COLORADO, some rule municpaliy “CCiy”, and RESURRECTION FELLOWSHIP, a Colon, nomprott Corportion, whose principal offices are located at 6502 E. Crestods Blvd, Loveland, CO 50535 (he “Church Recitals WHEREAS, the Church provides church services and related activities ta its members and the public; and WHEREAS, the City owns and the operates the Rialto Theater Cente, which provides productions of artistic performances as wel as space for rent by various non-profit organizations; and WHEREAS, the Church wishes to offer a satellite campus for Sunday church services and related church activities tothe citizens of Loveland and others by utilizing the City's Rialto ‘Theater Center and/or facilities (the “Rialto") and WHEREAS, the City is willing to permit the use ofthe Rialto by the Church for holding church services and such related activities as providing a children’s area, Mother's Lounge, and ‘Teen gathering spece, on Sundays on the terms and conditions set forth in this Agreement, Agreement In consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the parties agree as follows: L._License, The City hereby grants to the Church a temporary, revocable license to use the Rialto each Sunday fram 6:00 a.m. to 2:00 pum. heginning September 1, 2018 thrawgh ‘August 31, 2019, except for dates for which the City has a scheduling conflict, as described herein, The Church may use the Rialto for the purpose of providing church services and related activities described above, and for no other purpose. 2. Tem. Unless carlier terminated pursuant to terms of this Agreement, the ‘Agreement may be renewed for up to four (4) additional one-year periods, provided that the Church provides writen notice to the City of its intent to renew sixty (60) days prior to the end of each term. 3. Rate, Deposit, Increases, The Church shall pay the City - $1,150.00 in 2018 and $1,110.00 beginning January 1, 2019 - per Sunday on which it uses the Rialto. The Church shall ‘make such payment no less than 30 days prior to a Sunday use. The City will invoice the Church monthly in advance listing specific dates covered by invoice. The Church shall pay a $5,000.00 deposit thirty (30) days prior to September 1, 2018 and have a retainer balance of $5,000.00 thirty (30) days prior to the commencement of each renewal term. The deposit will frst be applied to any owed monthly payments, then to any necessary repairs/eplacemenv/cleaning costs Page | of9beyond normal wear and tear. Any remaining deposit will be wlled over to the next renewal term and the Church agrees to pay any additional money’ necessary to satisfy the full deposit amount. Upon termination ofthis license, the City will refund any amount remaining, sixty days after termination of the lease. The City reserves the right to increase or adjust the payment in. accordance with any changes in the City’s rates, fees and charges approved by City Council each, budget year for the Rialto. 4. Scheduling. The Church acknowledges that the Rialto is used by the City for various performances and events offered to the public, and made available for rentals by other ‘organizations. In consideration of the City permitting the Churck to use the Rialto on a regular basis as described herein, the Church agrees to relocate and hold is services and activities at a different location than the Rialto on the following dates: a) October 14, 2018; November 25, 2018; December 16, 2018; January 20, 2019; February 24, 2019; March 3, 2019; May 5, 2019; June 9, 2019. The Parties anticipate that the City will require the Church to relocate for & ‘compatable amount of Sundays inthe future. The City will notify the Church by June Ist of the current year regarding the actual dete/number of Sunday rertals by other groups for the following year. 5. Equipment. The Church may bring its own mobile equipment to the Rialto each ‘Sunday, but must remove such equipment at the end of each Sunday and may not store any such equipment atthe Rialto. Church staff or volunteers ae responsible for all set up and tear down of the Church's equipment, b. The Church may use equipment existing at the Rialto, which equipment includes sound system, projection equipment, risers, video monitors, and lighting equipment, and any equipment or improvements added by the City during the duration of the License Agreement. 6. Signs & Parking. The Church may use existing sign locations at the Rialto to place temporary signs regarding it services. All such temporary signs may be placed no later than cone hour before services are to begin and must be removed at the end of each Sunday's use no later than 2:00 pam, ‘The Church shall provide signs directing theie volunteers and patrons to use the Downtown Loveland Parking Garage. 7. Cleaning, Maintenance and Damage. The Church shall maintain the Rialto in a safe, clean, neat and sanitary condition, including being responsible for all setup and janitorial 2, The Church is responsible for cleanup of the Rialto immediately after each use which may be verified by Rialto staf who may do a walk-through of the facility after cach rental to ensure compliance. Cleanup shall include, but not be limited to, pick up of all trash and removal of any temporary equipment in all potions of the Rialto, including all parking areas and rooms used by Church. If trash use by the Church necessitates an extra trash collection day, the Church agrees to reimburse the Rialto for this cost, upon invoice in addition tits rentel payments. Page 2 0f9b. The Church staff will be trained by a member of the Rialto staff on appropriate cleaning supplies to use and acceptable standard of cleanliness in August of 2018. This will additionally include proper leaning of all rooms and restrooms used by the Church. Feilure to thoroughly clean Rialto will result in a cleaning fee assessed by the City to be db the Curch within thirty (0 ys. The Church shal reimburse the / upon invoice for the cost of repairing and/or replacing the Rialto or any portion Sheol asa rl of any damage tothe Reco coring in seantion wih te Caches use ofthe Rialto The Church represents that it is covered by insurance which will cover any costs associated with damage/epair to the Rialto. Such repaicreplacement will be paid by the Church within ninety (0) days ofthe City providing them an invoice. The City shall be responsible for routine maintenance and scheduled repairs of the Rialto, including any unforescen emergency repairs 8, Staffing and Security 4 The Church will arrange for and provide at least one (1) off-duty, uniformed Loveland Police Department Officer on the premises on each Sunday for security. b. —A-house manager and a technician hired and/or employed by the City must bbe present at each Sunday use by the Church. The Rialto shall pay the City for the cost of, these staff persons, as well as for any addtional City staff required for a Sunday use, at ‘an hourly rate of $15-520. The City may adjust such hourly rate upon no less than thirty (G0) days prior written notice to the Church. The Church agrees that this rate is in ‘addition to the monthly rental fee and will be due upon invoice. The Church agrees to pay any increase ifthe City of Loveland increases the pay of those serving in this role. ‘These fees/costs willbe invoiced by the City and paid by the Church monthly. © Rialto staff are required to be on-premise before and after each Sunday rental, The City will be responsible for training such staff as necessary, and the Church agrees to pay, upon invoice forall costs associated with staffing and training hours, 9. Ownership of Improvements. The Church wishes to donate to the City a sound system console for use st the Rialto by the Church and by the City. Such donation is not consideration for the license granted herein, and such donation is subject to the City's acceptance of the sound system console at the time the Church wishes to make the donation. The parties agree to execute any documents necessary to effectuate the donation should such donation be sceepted by the City. Upon the expiration or termination of the License Agreement, all improvements and structures within the Rialto shall become the property of City. 10, Reporting. The Church shall notify City immediately if any injury or accident ‘occurs during the Church's use of the Rialto, and will complete City of Loveland Incident Reports for all injuries/accidents. Church shall provide the City with access to any incident reports generated by Church 11. Compliance with the ADA. The Church shall be solely responsible for the ‘operation of the church services and related activities in compliance with the Americans with Page3 of 9Disabilities Act (the “ADA"), including providing such “reasonable accommodation” to attendees or participants of the Church's activities as may be required by law. City makes no representation or warranty as to the compliance of the Rialto withthe ADA. nor shall City have any obligation to modify the Rialto soit complies with the ADA as applied to Church's use of the Rialto, 12. Non-disctimination. The Church agrees that in operating its church services and related activites atthe Rialto that it will not discriminate on the basis of disability, race, age, color, nationa origin, religion, sexual orientation or gender. 13. Compliance with Rules and Regulations. The Church shall comply with all City ordinances, rules, regulations and policies in connection with its use of the Rialto. Such ordinances, rules, regulations and policies may include policies regarding specified beginning and end times for the use of Rialto, scheduling changes and cancellation. Included in this compliance are occupancy limits for each space as set by the Fire Marshal 14. Good Faith Dispute Resolution. The parties, their agents, and employees agree to cooperate in good faith in fulfilling the terms ofthis Agreement. The parties agree that they will attempt to resolve any disputes concerning the interpretation of this Agreement and unforeseen (questions and difficulties which may arise in implementing the Agreement by good faith negotiations before resorting to termination ofthis Agreement andlor litigation. 15, Insurance Requirements Comprehensive General Liability Insurance. The Church shall procure at its sole cost and expense and maintain during the duration of this Agreement a policy of ‘comprehensive general libility insurance insuring Church and naming City as an additional insured against any lability for personal injury, bodily injury, or death arising ‘out ofthe Church's use of the Rialto with at last One Million Dollars ($1,000,000) each ‘occurrence. The limits of said insurance shall not, however, limit the liability of the CChureh hereunder. The policy shal be for the mutual and joint benefit and protection of the Church and City. “Such policy shall provide that City, although named as an additional insured, shall nevertheless be entitled to recovery under said policy for any loss occasioned to it, its officers, employees, and agents by reason of negligence of the Church, its officer, employees, agents, subcontractors, or business invitees (including coaches and referees or officials). Such policy shall be writen as a primary policy not contributing to and notin excess of coverage City may carry. b. Workers’ Compensation and Other Insurance. During the term of this ‘Agreement, the Church shall procure and keep in force workers’ compensation insurance and all other insurance required by any applicable aw. Funder Colorado law Church is not required to carry workers’ compensation insurance, the Church sball provide City an executed Cerifieate of Exemption from Statutory Workers’ Compensation Law and Acknowledgement of Risk/Hold Harmless Agreement, which shall be attached hereto as Exhibit B and incorporated herein by reference. © Terms of Insurance. Insurance required by this Agreement shall be with companies qualified to do business in the State of Colorado with a general policyholder's Page 4 0f9financial rating of not less than A+3A as set forth in the most curent edition of “Best's Insurance Reports” and may provide for deductible amounts as Church deems reasonable for the Services, but in no event greater than Twenty Thousand Dollars ($20,000.00). No such policies shall be cancelable or subject to reduction in coverage limits or other ‘modification except after thirty (30) days prior written notice to City. ‘The Church shall identify whether the type of coverage is “occurrence” or “claims made.” If the type of coverage is “claims made,” which at renewal the Church changes to “occurrence,” the (Church shall carry a six (6)-month tail. The Church shall not do or permit to be done anything that shall invalidate the policies. 4. Evidence of Coverage. ‘The Church shall furnish to City certificates of insurance policies evidencing insurance coverage required by this Agreement at least thirty (30) days prior to the date on which the first Sunday use is scheduled, The Church understands and agrees that City shall not be obligated under this Agreement, nor is Church entitled to use the Rialto, until the Church furnishes such certificates of © Subcontrzets. The Church agrees to include the insurance requirements set forth in this Agreement in all subcontracts City shall hold the Church responsible in the event any subcontractor fils to have insurance meeting the requirements set forth in this Agreement, City reserves the right to approve variations in the insurance requitements applicable to subcontractors upon joint written request of subcontractor and Instructor if in City's opinion, such variations do not substantially affect City's intrest, 16. Appropriation. Any financial obligations of the City under this Agreement are ‘contingent upon appropriation, budgeting and availability of specific funds to discharge those obligations. Nothing in this Agreement constitutes a debt, a direct or indirect multiple fiscal year financial obligation, a pledge of the City’s eredit, or a payment guarantee by the City to the Church 17. Indenesvient Contractor. The parties agree that the Church shall be an independent contractor and shall not be an employee, agen, or servant of City. The Church, its ficers, directors, agents, emplovees, volunteer: yendent contractors are not ‘o workers? compensation benefits from Civ. The Church is bl r federal and state income tax that may be due on any money earned pursuant to this vement, 18. Indemnification. The Church hereby covenants and agrees to indemnify, save, and hold harmless City, its officers, employees, and agents from any and al ibility, loss, costs, charges, obligations, expenses, attomey’s fees, litigation, judgments, damages, claims, and demands of any kind whatsoever arising ftom or out of any negligent act or omission or other tortious conduct of the Church, its officers, employees, agents, coaches, referees or officials in the performance or nonperformance ofits obligations under this Agreement or operation ofthe Church at the Rialto. This paragraph shall survive the completion, satisfaction, expiration, or termination of this Agreement 19, Waiver and Release, In consideration of the City's provision of the license ‘ranted herein, the Church hereby releases, forever discharges and agrees to hold harmless the age 5 of 9City, its agents and employees ffom and against any lability, claims, demands, lawsuits and ‘expenses of any kind including attorneys’ fees arising from personal injury, sickness, death, or property damage of any kind whatsoever which may be incurred or suffered by the Church, its officers, employees, subeontractors and/or agents through the Church's use of the Rialto 20. Termination, 2 Generally. City may terminate this Agreement without cause if it determines that such termination is in City's best interest, City shall effect such termination by giving written notice of termination to the Church, specifying the effective Gate of termination, at least thirty (30) calendar days prior fo the effective date of {ermination. In the event of such termination by City, the Church shall be liable to pay City any amounts due under Paragraph 2 above only through the effective date of termination. The Church’s right to utilize the Rialto shall end on the effective date of such termination, b. For Cause. If, through any cause, the Church fails to fulfil its obligations under this Agreement in a timely and proper manner, violates any provision of this ‘Agreement, or violates any applicable law, City shall have the right to terminate this ‘Agreement for cause immediately upon written notice of termination to the Church, In the event of such termination by City, the Church shall be liable t pay City any amounts {due under Paragraph 2 above only through the effective date of termination. Church's ‘ight to utilize the Rialto shall end on the effective date of such termination, Notwithstanding the foregoing, the Church shall not be relieved of lability to City for any damages sustained by Cty by virtue of any breach of this Agreement. 21. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, CRS. §§ 24-10-10) et seq, 22. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and venue shall be in the County of Larimer, State of Colorado. 23. Assigmability. The Church shall not assign this Agreement without City's prior ‘writen consent. 24, Binding Effect. This Agreement shell be binding upon, and shall inure to the benefit of; the parties hereto and thir respective heirs, personal represen/atives, successors, and assigns 25. Entire Agreement. This Agreement contains the entire agreement ofthe parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties, 26. Severability. in the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render ‘unenforceable any other provision of this Agreement, Page 6 of 927. Compliance with Article XXVIIL of the Colorado Constitution, If and only tothe extent this Agreement constitutes a “sole source governmen: contrat” within the meaning of ‘Artcle XXVIII ofthe Colorado Constitution (“Article XXVIIP), then the provisions of Sections 15 through 17 of Article XXVIII (“Amendment 54°) ate ‘hereby incorporated into this ‘Agreement, and the partes hereto shall comply with the provisions of Amendment 54, In such case, for purposes of this Agreement, Church shall constitute a “contract holder” for purposes of | Amendment 54, as shall any additional persons, officers, directors, or trustees related to Church ‘who qualify as “contract holders” pursuant to the definition set forth in Article XXVIII, In addition, if and only to the extent this Agreement constiutes a “sole source goversment contract,” Church hereby certifies that i isnot ineligible to hold any “sole source government contract” pursuant to Amendment 54 or any contract there urder, and Church hereby agrees to notify City immediately if, at any point during the term of this Agreement, Church shall become ineligible to hold any “sole source government contract” pursuant to Amendment 54 of any contract there under. If any provision or provisions of Amendment $4 are held to be ‘unconstitutional or otherwise invalid By a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do nct apply to this Agreement, such provision or provisions shall no longer be incorporated into this Agreement, and the parties ‘hereto shall have no obligations under such provision or provisions 28. Notices. Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand-delivered, delivered by prepaid overnight mat, or three (3) days after being sent by certified mail return receipt requested: Ifto ci Director of Cultural Services City of Loveland 503 N. Lincoln Ave. Loveland, CO 80537, With a copy to City Attomey Cy of Loveland 500 E. 3" St Loveland, CO 80537 Ito Church: Sethry Connor ‘Associate Pastor Resurrection Fellowship {6502 E., Crossroads Blvd. Loveland, CO 80538 970.667.5479 Page 70f 9APPROVED AS,TO FORM: CHURCH: ‘STATE OF COLORADO county oF Lame ‘The frying Aszegment was sknowldgedbeireme his Py of Jone. 20.16 by, ch Cosma ‘on behalf of Resurrection Fellowship. ‘Witness my hand and official seal My commission expires May at aod Notary Page 9 of9IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe date first above written, CITY OF LOVEL AD, COLORADO By: Steven D. Lemmon, Rialto Theater Manager cela, SEAL: 1 SOLGRER Page 8 of 9CERTIFICATE OF EXEMPTION AND WAIVER DIRECTIONS: Ifthe Contractor is NOT required under Colorado law to carry workers’ compensation insurance and DOES NOT carry it, this exhibit MUST be completed and attached to the Contract, Ifthe Contractor 18 required under Colorado law to carry workers’ compensation insurance and DOES cary it this exhibit IS NOT REQUIRED and may be discarded. ‘The Contractor certifies tothe City that itis not required to carry workers’ compensation insurance under the Colorado Workers’ Compensation Act. The Contractor acknowledges that it will be engaging in activities that may expose it to risk of bodily injury, The Contractor affirms that itis physically capable of performing the activities and that all necessary precautions to prevent injury to the Contractor and others will be taken. ‘The Contractor shall not hold the City liable for any injures that may arise during or resulting from the work performed under the Contract, and the Contractor shall defend, indemnify, and hold harmless the City from all such claims. con By: Title: RECOATE Lepi> CREIO 227 cae, stateor Colorado ) coutyor_lanmer _ }* ‘The foregoing instrument was acknowledged before me this (“day of _ Tune - 20.18 by. 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