07-6391 Convey Community Theatre Title1
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RESOLUTION NUMBER 07-6391
A RESOLUTION EXPRESSING THE INTENT OF THE CITY OF SALINA,
KANSAS TO CONVEY TITLE TO CERTAIN REAL ESTATE TO TI4E SALINA
COMMUNITY THEATRE ASSOCIATION AND TO ENTER INTO AN AGREEMENT
WITH THE SALINA COMMUNITY THEATRE ASSOCIATION PRESCRIBING THEIR
RESPECTIVE RESPONSIBILITIES IN RELATION TO MAINTENANCE AND
OPERATION OF THE SALINA COMMUNITY THEATRE.
WHEREAS, the Salina Community Theatre Association (SCTA) is a private, not-for-profit
corporation organized under the laws of the State of Kansas, for the purposes of establishing a
community theatre and promoting a better understanding of theatre; and
WHEREAS, SCTA operates the Salina Community Theatre (SCT) in a theatre facility (the
"Theatre") currently owned by the City of Salina, Kansas (the "City") located at 303 East Iron
Avenue; and '
WHEREAS, the Theatre was constructed on privately donated land with privately donated
funds and conveyed to the City upon its completion in 1972; and
WHEREAS, SCT has produced quality theatre for adults and children since 1960; continues
to evolve its programming to meet the changes in tastes and the needs of the community; and ranks
in the top one percent (I%) of all community theatres in the United States; and
WHEREAS, current SCT programming needs, combined with partnerships with the Saint
Francis Academy and Kansas Wesleyan University make the creation of a new performance space a
necessity; and
. WHEREAS, SCT anticipates an expansion of the Theatre, including (1) a "black box"
theatre with classroom, rehearsal, and dressing room space below the performance area, and (2) an
expanded lobby with box office and concession areas, office and meeting rooms above and storage
space below; and
WHEREAS, the current working relationship between the City and SCTA relating to
operation of the Theatre is addressed in an Agreement between the City and SCTA dated January
12, 1970, which should be updated to address the maintenance and operation of the expanded
Theatre; and
WHEREAS, the SCTA has recommended that fund raising for the proposed expansion and
future capital needs of the Theatre can best be addressed with SCTA ownership of the Theatre; and
WHEREAS, the City desires to declare its intent to convey title to the Theatre and the
immediately surrounding real estate and to enter into a new agreement with SCTA addressing
maintenance and operation of the expanded Theatre, all upon the conditions outlined in this
Resolution; SO NOW, THEREFORE,
BE IT RESOLVED by the Governing Body of the City of Salina, Kansas, that:
Section 1. The Governing Body makes the findings set forth above.
. Section 2. The Governing Body determines that enhancement of the prospects for
success of the proposed expansion of the Theatre and the resulting benefit to the citizens of Salina
and all other patrons of the Theatre warrant the transfer of title to the Theatre and the immediately
surrounding real estate to SCTA, upon the conditions set forth herein.
Section 3. The Governing Body declares its intent to convey title to the Theatre, the real
estate upon which the Theatre is located and the immediately surrounding real estate (collectively,
the "Theatre Real Estate) to SCTA, subject to reservations of certain access and maintenance
easements, upon completion by SCTA of the following conditions precedent:
1. Completion of the preliminary architectural building design and site plan for the
proposed expansion of the Theatre; and
2. Preparation (at SCTA expense and by a surveyor approved by the City) of a
recordable survey and legal description of the Theatre Real Estate as delineated by
agreement between the City and SCTA ) for transfer by the City to SCTA;
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Section 4. Upon completion -of the conditions precedent set forth in Section 3, the City
will convey title to the Theatre Real Estate to SCTA, subject to the following conditions
subsequent:
1. Diligent completion of final architectural building design and site plan for the
proposed expansion of the Theatre;
2. Application for and approval by the City of a replat and planned development district
zoning of the area generally bounded by the Smoky Hill River on the north and west,
Iron Avenue on the south, and the eastern boundary of the City's parking lot on the
east, including dedication of all required access, maintenance, and public utility
easements on the replat. (Any costs associated with preparation of the replat shall be
at SCTA expense);
Diligent completion of final building plans for the expansion of the Theatre and the
filing of a complete submittal accompanying SCTA's application to the City for
required building permits; and
4. Diligent completion of construction and qualification for an "occupancy permit for the
expanded Theatre.
If for any reason SCTA decides not to proceed with its anticipated expansion project or is unable to
complete the conditions subsequent by December 31, 2012, or such extended date as the parties
may agree, SCTA will convey title to the Theatre Real Estate back to the City.
Section 5. The transfer of title to the Theatre Real Estate from the City to SCTA shall be
subject to the following deed covenants:
The SCTA shall accept the Theatre and the Theatre Real Estate in their current
condition, unless otherwise specified by the City.
2 The SCTA shall not mortgage or otherwise encumber the Theatre or the Theatre Real
Estate without the prior written consent of the City.
3 If for any reason SCTA decides not to proceed with its anticipated expansion project
or is unable to fully complete the conditions subsequent to the transfer of title to the
Theatre Real Estate from the City to SCTA set forth in Section 4 above on or before
December 31, 2012, or such extended date as the parties may agree, SCTA shall
promptly convey title to the Theatre Real Estate back to the City.
4. Any proposed sale or lease of all or any portion of the Theatre or the Theatre Real
Estate by SCTA and the allocation of proceeds there from between SCTA and the
City shall be subject to the prior written consent and agreement of the City.
If SCTA discontinues operation of the Theatre as a community theatre, the City shall
have the option to purchase the Theatre Real Estate by either paying or assuming all
legitimate financial obligations of SCTA as determined upon the basis of an audit
conducted by the City and approved by SCTA.
Section 6. The Governing Body declares its intent that, upon the transfer of title to the
Theatre Real Estate from the City to SCTA, it shall authorize the Mayor to execute a Salina
Community Theatre Maintenance and Operations Agreement substantively equivalent to the terms
and conditions of the form of Agreement attached and incorporated as Exhibit A.
Section 7. That this resolution shall be in full force and effect from and after its adoption.
Adopted by the Board of Commissioners and signed by the Mayor this 7th day of May, 2007.
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[SEAL] Alan E. Jilka,Ado
AY,T, EST:
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Lieu Ann Elsey, CMC, Ci Clerk
[Exhibit A]
COMMUNITY THEATRE MAINTENANCE
AND OPERATING AGREEMENT
This Agreement made this day of , 2007 by and between the
City of Salina, Kansas, a Kansas municipal corporation, hereinafter referred to as the
CITY and the Salina Community Theatre Association, a Kansas nonprofit corporation,
hereinafter referred to as the SCTA.
WHEREAS, the SCTA is a private, nonprofit corporation organized under the
laws of the State of Kansas for the propose of establishing a community theatre and
promoting a better understanding of theatre; and
WHEREAS, the SCTA operates the Salina Community Theatre in a theatre
facility (the "Theatre") located at 303 East Iron Avenue that serves as a major community
resource for theatre and is open to all members of the public; and
WHEREAS, the SCTA through its staff offers to the community a comprehensive
educational and performance program; and
WHEREAS, the SCTA is the only provider of theatre educational and
performance opportunities for young people in grades K-8 and for the home schooled in
this region; and
WHEREAS, the SCTA has been a foundation in the cultural, educational, and
volunteer landscapes in Salina for over 45 years; and
WHEREAS, the CITY has transferred ownership and SCTA has acquired
ownership of the Theatre, the real estate upon which the Theatre is located and the
immediately surrounding real estate (collectively, the "Theatre Real Estate") legally
described as:
(legal description).
WHEREAS, the current working relationship between the City and SCTA
relating to operation of the Theater is addressed in an Agreement between the City and
SCTA dated January 12, 1970; which Agreement should be updated to address the
maintenance and operation of the Theatre.
The CITY and the SCTA agree as follows:
Section 1. SCTA Duties.
The SCTA shall be responsible for the following items:
A. The title to the Theatre Real Estate and all related responsibilities not
delegated to the CITY under this agreement shall remain in the name of
Salina Community Theatre Association, and its successor organization, if
any, throughout the term of this Agreement.
B. The SCTA shall annually pay the City $3000.00 for use by the City in
fulfilling the maintenance responsibilities set forth in Section 2.0 below.
Any future capital improvements to the Theatre by the SCTA (e.g. the
orchestra pit lift) will also be covered under this provision.
C: The SCTA shall maintain insurance coverage on all personal property
located in the facility; shall maintain general liability coverage for the.
operation of the Theatre in an amount deemed sufficient by both the
SCTA, and the CITY; and, during periods of construction of any additions
or improvements to the Theatre, shall maintain an appropriate amount of
builders risk coverage.
Section 2. CITY Duties.
The CITY shall provide the following services:
A. The CITY shall pay for water, •sanitary sewer, electrical, and natural gas
services for the THEATRE beginning 2007.
B. The CITY shall provide routine janitorial services including routine
sweeping and cleaning of the building proper and restrooms, replacing
light bulbs and lighting repair not associated with theatre productions, and
removing trash. Routine janitorial service shall not include:
1. Cleaning of backstage areas or scene shop;
2. Cleaning after classes, demonstrations or rehearsals; or
3. Furnishing paper or cleaning products for classes, demonstrations
either in the class or for clean up.
C. The CITY shall maintain the . Theatre, including the necessary
maintenance, repair, or replacement of plumbing and plumbing fixtures,
heating and air conditioning systems, electrical systems not associated
with theatre productions, the marquee, and the roof. The maintenance
responsibility of the CITY shall not include any proposed productions,
storage or protection of personal property owned and under control of the
SCTA, or educational or other SCTA programs.
D. The CITY will maintain the landscaping around the THEATRE.
E. The CITY will provide snow removal from the sidewalks and parking
areas at the THEATRE.
F. The CITY will provide commercial property insurance rated at
replacement value on the existing Theatre and any future building
additions or improvements as owned by the SCTA.
Section 3. Effective Date.
This Agreement shall become effective , 2007 (the "Effective
Date").
Section 4. Term and termination.
This Agreement shall remain in effect until December 31, 2057. If within this
period, the SCTA sells or otherwise disposes of the property described herein, this
Agreement shall be terminated.
Section 5. Required reports.
The SCTA shall submit annually to the City Manager or others designated by,the
City Manager the following items:
A. Before September 1St of each year (the beginning of the SCTA's fiscal
year), the annual proposed budget and program of services for the SCTA
for the next fiscal year; and
B. The SCTA's annual report and audit within 30 days of completion by the
independent auditors.
In addition, if and when the SCTA has any plans that significantly relate to
changes or. additions in the physical building, the City Manager shall be informed
of such changes as they relate to this agreement before such building changes or
additions are implemented.
Section 6. Termination of prior agreement.
It is the intent of the parties that on the Effective Date this Agreement shall serve
as a substitute and replace the prior agreement dated January 12, 1970, which
shall be deemed terminated as of the Effective Date of this Agreement.
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Section 7. Binding effect.
This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their successors and assigns.
SALINA COMMUNITY
THEATRE ASSOCIATION
'By:
President
CITY OF SALINA, KANSAS
By:
Alan E. Jilka, Mayor
ATTEST:
By:
Lieu Ann Elsey, CMC, City Clerk
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