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07-6391 Convey Community Theatre Title1 1 1 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; Z a LU D L 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. c— [SEAL] Alan E. Jilka,Ado AY,T, EST: "'Z4 - 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. 3 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 4