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® CITY COUNCIL
AGENDA ❑ COMMUNITY DEVELOPMENT COMMISSION
REPORT ❑ SUCCESSOR AGENCY
❑ BUENA SANITATION DISTRICT
❑ JOINT POWERS FINANCING AUTHORITY
Department: Recreation & Community Services Item No: C5 Prepared by: Jessica Boensch, Management Analyst Meeting Date: August 23, 2022 Mike Pacheco, Director
Approved by: Patrick Johnson, City Manager Agenda Location: Consent Calendar SUBJECT: UNIVERSITY RESIDENT THEATRE ASSOCIATION SECOND AMENDMENT RECOMMENDATION: Adopt City Council Resolution No. 2022- , adopting the second amendment to the agreement between the City of Vista and University Resident Theatre Association.
CORRELATION TO CITY COUNCIL GOALS: Parks and Recreation.
PRIOR ACTION: On November 9, 2021, adopted City Council Resolution No. 2021-187, adopting the agreement amendment between the City of Vista and University Resident Theatre Association (Vote: 5-0).
STATEMENT ON THE SUBJECT: Since 2001, the Cultural Arts Division of the Recreation and Community Services Department has contracted with University Resident Theatre Association (URTA).
URTA serves as the paymaster and the employer of record for members of Actor's Equity Association. As such, URTA hires, make payments, and files weekly dues to the Actor's Equity Association and the members of this union who perform in or direct Moonlight's summer season shows. Standing relationships with theatrical unions allow URTA to offer the only artist engagement paymaster services of its kind.
The City's current agreement with URTA is in effect through January 31, 2023 and has a contract ceiling of$250,000. The contract has been expended to pay actors and directors for 2021 productions of Beauty and the Beast, A Chorus Line, and On Your Feet, and 2022 productions of Memphis, and Cinderella.
Throughout the COVID-19 pandemic, several instances occurred in which actors needed to drop out of their respective show. Most Moonlight actors are hired directly as City employees, but last-minute COVID- 19-related changes during the Summer 2022 and Summer 2023 performances required actors and directors to be hired through URTA due to their ability to quickly hire on an as-needed basis. This unprecedented need for substitutes in actors and directors over the last year caused an unanticipated increase in use of the City's contract with URTA.
Staff is recommending an amendment to the agreement with URTA for an additional $125,000 for a total contract ceiling of$375,000. The additional amount will pay actors and directors for the Moonlight's three remaining shows within the contract term (Something Rotten, Ragtime, and Kinky Boots).
FISCAL IMPACT: This contract ceiling increase is available in the Fiscal Year 2022-2023 Operating Budget as the City is under budget in the division's salaries account to be able to offset the increase. No budget adjustment is required.
ACTION: This item was removed from the agenda.
Clerk/Secretary
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MEETING DATE: August 23, 2022 PAGE 2
SUBJECT: UNIVERSITY RESIDENT THEATRE ASSOCIATION SECOND AMENDMENT EXHIBITS:
1. City Council Resolution No. 2022- , adopting the second amendment to the agreement between the City of Vista and University Resident Theatre Association
2. Agreement with University Resident Theatre Association.
3. First amendment to the agreement with University Resident Theatre Association.
4. Second amendment to the agreement with University Resident Theatre Association. 08/23/2022 C5 Page 2 of 20
RESOLUTION NO. 2022-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, ADOPTING THE SECOND AMENDMENT TO THE
AGREEMENT BETWEEN THE CITY OF VISTA AND UNIVERSITY RESIDENT
THEATRE ASSOCIATION
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. University Resident Theatre Association serves as the paymaster and the employer of record for members of Actor's Equity Association.
B. The City Council approved a $250,000 contract ceiling on November 9, 2021. An additional $125,000 is needed to continue to pay actors and directors for the Moonlight Amphitheatre's three upcoming shows within the contract term for a total contract ceiling of $375,000.
2. Action.
A. The Second Amendment to the contract between the City of Vista and University Resident Theatre Association is approved, and the Mayor is authorized to execute the amendment.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on August 23, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
JUDY RITTER, MAYOR
APPROVED AS TO FORM: ATTEST:
WALTER CHUNG, ACTING CITY ATTORNEY KATHY VALDEZ, CITY CLERK By: By:
APPROVED
Walter C.Chung
20220811143900
001085161 EXHIBIT 1
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CONTRACT FOR SERVICES
FOR UNION STAGE DIRECTORS AND UNION STAGE ACTORS
THIS "CONTRACT" is entered into by and between the"Parties" as of CIL&V ("Contract Date").
1.0 THE "PARTIES"
The"City": The "Contractor":
CITY OF VISTA, a chartered municipal UNIVERSITY RESIDENT THEATRE corporation ASSOCIATION, INC., a New York domestic 200 Civic Center Drive not-for-profit corporation Vista, CA 92084 1560 Broadway, Suite 1103
New York, New York 10036
Working Contact: Colleen Kollar Smith
Billing Contact: Colleen Kollar Smith Contact: Tony Hagopian
2.0 BASIC TERMS
2.1 City desires that Contractor perform certain "Services"for City as described in "Exhibit A".
2.2 Contractor desires to enter into this"Contract"with City for the Services.
3.0 CONTRACT TERM
3.1 This Contract shall take effect as of April 1, 2021 and be in effect through January 31, 2023 ("Term").
3.2 Either party may terminate this Contract by tendering written notice to the other party 30 days before the effective date of termination. In such event, or upon request of City, Contractor shall assemble all City documents in Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.
4.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.
5.0 COMPENSATION
5.1 City shall pay Contractor as set forth in Exhibit A for the Services to be performed.
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EXHIBIT 2
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5.2 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.
6.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any these documents: Documents required under Exhibits A—B.
7.0 RESERVED
8.0 ASSISTANCE BY CITY
City will provide assistance as provided in Exhibit A. Except as provided in Exhibit A, no other assistance shall be provided by City to Contractor.
9.0 STANDARD OF PERFORMANCE
9.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.
9.2 Contractor shall keep itself informed of and comply with all applicable federal, state, and local laws, statutes, codes, ordinances, regulations, and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.
10.0 CONTRACTOR'S STATUS; CONTRACTOR'S EMPLOYEES
10.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership,joint venture, or association between City and Contractor.
10.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.
10.3 Neither Contractor, nor any of Contractors officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to SERVICES CONTRACT(UNION STAGE) 2 of 8 URTA 2021-2023 000971"3
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City's employees. Contractor expressly waives any claim Contractor may have to any such rights.
10.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor's officers, employees, agents and subcontractors that are included in this Contract.
10.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor's officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor's officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.
10.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.
11.0 CIVIL RIGHTS
11.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act,the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.
11.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against, or harass, any employee or applicant for employment on account of the person's race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.
11.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.
11.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination.The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.
11.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.
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11.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.
11.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties,fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attomeys'fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of Contractor or any of Contractor's officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.
12.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party("Representative"). Any written or verbal directions or requests of City's Representative delivered to Contractor's Representative shall have the same force and effect as if delivered to Contractor. Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.
13.0 ASSIGNMENT AND SUBCONSULTING
13.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five(25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding,this Contract shall be void. No approved transfer shall release Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
13.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's sub consultant, including persons either directly or indirectly employed by sub consultant, in the event Contractor subcontracts any of the work to be performed under this _Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any sub consultant of Contractor, but Contractor shall bind every sub consultant and every sub consultant of a sub consultant by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager's designee.All sub consultants are subject to the prior written review and approval of the City Manager or the City Manager's designee.
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14.0 LICENSES
If a license of any kind,which term is intended to include evidence of registration, is required of Contractor, its employees, agents, or subcontractors by federal, state or local law, Contractor warrants that such license has been obtained, is valid and in good standing, and that any required bond has been posted in accordance with all applicable laws and regulations.
15.0 FINANCIAL RECORDS
15.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor's performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.
15.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or it's Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.
16.0 OWNERSHIP OF DOCUMENTS
Upon delivery, the work product, including without limitation, all original reports,writings, recordings, drawings, files, and detailed calculations developed under this Contract are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this Contract shall be vested in City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services,then the intellectual property provisions of Exhibit A shall prevail over the provisions of this section.
17.0 CONFIDENTIALITY
17.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.
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17.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractors scope of Services. Contractor will not disclose any information prepared for City, obtained from City, or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.
17.3 Contractors obligations under this paragraph shall survive the termination of this Contract.
18.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that,to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code,the Community Redevelopment Act(Health &Safety Code 33000 et seq.)and all regulations promulgated thereunder(collectively"Conflict Laws"). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief,there exists no conflict of interest(under the laws)that would disqualify Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.
Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.
19.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For purposes of this Section,the term"City Official"shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.
20.0 INDEMNIFICATION
Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost(including without limitation costs and fees of litigation)of every nature(collectively, "Liability") arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by City's sole negligence or willful misconduct; or(2)for Liability caused by City's active negligence, in which case the indemnity received by City shall be reduced by the amount: (i)that City's active negligence contributed to the Liability on a comparative basis; or(ii)such other amount as may be required by law ("Duty of Indemnification").
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21.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit B.
22.0 SERVICE OF NOTICE
Any notice,which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Parry's Representative or by overnight courier service to the Parry's address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested,to the other Party at the address set forth in Section 1.0.
Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.
A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.
23.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code,and I will comply with such provisions before commencing the performance of the work of this contract."
24.0 RESERVED
25.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.
26.0 APPLICABLE LAW,VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.
27.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Contract.There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.
[Continued on page 8.]
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28.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.
"City" "Contractor'
CITY OF VISTA, a chartered municipal UNIVERSITY RESIDENT THEATRE corporati ASSOCIATION, INC., a New York domestic not-far-pr corporation
d
C�Lp� PA ICK,IOHNSON, CITY MANAGER By:
►J`-1 l'ieq,- P I MJ f.G01 V E 1)2+FL u►�
ATTEST: Name/Title
KATHY VALDEZ, CITY CLERK
By: e By: y
APPROVED AS TO FORM:
DAROLD PE ,CI RNEY Name/Title
By:
RISK MANAGEMENT REVIEW:
DOLORES G S ON, RI ANAGER
By;
APPROVED
Darold Pieper
20210426111834
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EXHIBIT A
SERVICES AND COMPENSATION
SCOPE OF SERVICES
(a) Contractor shall act in a professional capacity to assist the City. Contractor's work shall conform to all applicable statutes, laws, regulations, and professional standards for such work. (b) Actors and stage manager
(i) Contractor will engage each actor and stage manager under an assigned Actors' Equity Association contract.
(ii) Contractor shall hire actors and a stage manager that are members of The Actors' Equity Association to perform in productions for the Cultural Arts Division of the City of Vista. Actors and stage manager will be determined by Moonlight Stage Production's Producing Artistic Director.
(iii) Contractor will make payments on behalf of the City to the Actors' Equity Association for pension and health benefits in the amounts per the Actors' Equity Association Agreement.
(iv) Contractor will process weekly paychecks for each actor and stage manager and mail them to: City of Vista, Attn. Managing Director, Moonlight Amphitheatre, 200 Civic Center Drive, Vista, CA 92084. All paychecks shall be mailed in a timely manner to allow distribution to payees on the Thursday prior to each Sunday of the contract week. If an artist chooses to have their paychecks directly deposited into their accounts,they must arrange to do so directly with Contractor. Contractor agrees to provide to City a list of all individuals who will receive their checks via direct deposit.
(v) Contractor will file weekly pension, health, and union dues reports within the time frames prescribed by the applicable union.
(c) Directors
(i) Contractor shall hire director(s)that are a member of the Stage Directors and Choreographers Society (SDC)for the Moonlight Summer Seasons. Director(s)will be determined by Moonlight Stage Production's Producing Artistic Director. (ii) Contractor will engage the director(s) under an SDC Special Contract as per the contract start and end dates and detailed salary.
(iii) Contractor will make payments to SDC for pension and health benefits. (iv) Contractor will process three (3) paychecks for each director and mail them to City of Vista,Attn. Managing Director, Moonlight Amphitheatre, 200 Civic Center Drive,Vista, CA 92084.
(d) Contractor shall be responsible for the maintenance and accounting of all amounts deposited by the City to pay expenses for actors, stage managers and directors. 00097144 3 Exhibit A
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(e) Contractor shall be responsible for the safe custody and use of funds deposited by City to pay all Actors' Equity Association and Society Stage Directors and Choreographers obligations.
(f) Contractor shall be responsible for the safe custody and use of the Equity Bond funds.
COMPENSATION
(a) Type: City shall pay Contractor's fees at 6% of presenter's cost. (b) Expenses: The City shall not reimburse Contractor for any expenses incurred by Contractor in rendering services under this Agreement except as expressly provided for below:
(i) Applicable postage or express delivery expenses incurred in the regular transmittal of contracts and actor paychecks.
(c) Schedule: Payment shall be made to Contractor immediately following final negotiations and contract fees with both Actor's Equity Association and Society Stage Directors and Choreographers.
(d) Ceiling.
(i) In no event shall City be liable for paying more than $23,000 annually for Contractor's services rendered per this Agreement, excluding any appropriately reimbursable expenses, except as provided in this subparagraph.
(ii) If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to the City will exceed the maximum permitted by this Agreement, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08.
City and Contractor recognize that the City lacks authority to exceed the cost ceiling, plus allowable change orders, if any, without the express authorization of the City Council. If the maximum cost to the City for this Agreement, including allowable change orders, if any, is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Agreement, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.
ASSISTANCE BY CITY
(a) Actors and stage manager
(i) The City shall set rehearsal and performance schedules and other working conditions in compliance with the Actors' Equity Association agreement and rules governing contracts.
(ii) The City shall provide per diem and free housing for any Equity actor living fifty miles or more from the theatre.
(iii) The City will accept the responsibility for reading, understanding, and enforcing all terms of the assigned Actors' Equity Association Agreement. 000971443 Exhibit A
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(b) The City shall make casting selections for each production of the Cultural Arts Division and shall notify Contractor of hiring choices with adequate time to process contracts prior to the start of the rehearsal period.
(c) The City will provide credit on the show program for the Cultural Arts Division as follows:
"This production uses the Artist Engagement Service of the University Resident Theatre Association urta.com."
(d) City accepts the responsibility for payment of any and all retroactive costs such as the result of late negotiations and settlements of pertinent contracts, increase in union employee benefits and payments of claims made by any and all Actors' Equity Association members working for the City as set forth in the pertinent Actors' Equity Association contract, and if required,the standard Actors' Equity Association Security Agreement. (e) City shall deposit with Contractor funds for payment of all obligations with Actors' Equity Association and Society Stage Directors and Choreographers. (f) City shall also deposit with Contractor funds for the 2021 Bond Fund. 000971443 Exhibit A
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EXHIBIT B
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor's Duty of Indemnification.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability ("CGL"): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products, completed operations, property damage, bodily injury, and personal &advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Contract or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Not required.
3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
Contractor shall also provide the additional coverages checked below and at least as broad as:
4. ❑ Professional Liability,with limits no less than$1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If Contractor maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Contractor.Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City.At the option of City, either: Contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of 000971443 Exhibit B,Page 1 of 3
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Contractor. General liability coverage can be provided in the form of an endorsement to Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Contract, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of Contractor's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to City for review.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents, and subcontractors.
Verification of Coverage
Contractor shall furnish City with original certificates and amendatory endorsements, or copies = of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of,all required insurance policies, including endorsements, required by these specifications, at any time.
000971443 Exhibit B,Page 2 of 3
08/23/2022 C5 Page 16 of 20
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances. 000971443 Exhibit B,Page 3 of 3
08/23/2022 C5 Page 17 of 20
FIRST AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA AND UNIVERSITY RESIDENT THEATRE ASSOCIATION, INC. FOR UNION
STAGE DIRECTORS AND UNION STAGE ACTORS
THIS FIRST AMENDMENT ("First Amendment") to the Contract between the City of Vista and University Resident Theatre Association, Inc., dated July 19, 2021 ("Contract"), is made and entered into as of p( p?.G 0,=',).,1 ("First Amendment Date"), by and between the City of Vista, a chartered mun cipal corporation ("City"), and University Resident Theatre Association, Inc., a New York domestic not-for-profit corporation ("Contractor").
Recitals: City, District, and Contractor now desire to enter into a First Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 2.3 is added to the contract to read as follows:
"2.3 The "Contract Ceiling Price" is $250,000."
2. Section 5.3 is added to the contract to read as follows:
"5.3 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract." [Continued on page 2.]
001023882 EXHIBIT 3
08/23/2022 C5 Page 18 of 20
University Resident Theatre Association, Inc.
Contract Amendment
3. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment as of the First Amendment Date.
CITY OF VISTA, a chartered municipal UNIVERSITY RESIDENT THEATRE corporation ASSOCIATION, INC., a New York domestic not-for-profit corporation
By:
JUDY R17n, MAYOR
By:
ATTEST:
KATHY VALDEZ, CITY CLERK NAME/Title 'ro "► >,--1AL-oP,A-N ; b(k.
By: By:
APPROVED AS TO FORM: NAME/Title
DAROLD PI , CITY TORNEY
By:
RISK MANAGEMENT REVIEW:
DOLOR AS N, RI S -MANAGER
By:
APPROVED
Darold Pieper
20211019140552
001023882
08/23/2022 C5 Page 19 of 20
SECOND AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF VISTA AND UNIVERSITY RESIDENT THEATRE ASSOCIATION, INC. FOR UNION
STAGE DIRECTORS AND UNION STAGE ACTORS
THIS SECOND AMENDMENT ("Second Amendment") to the Contract between the City of Vista and University Resident Theatre, Inc., dated July 19, 2021 ("Contract"), is made and entered into as of ("Second Amendment Date"), by and between the City of Vista, a chartered municipal corporation ("City"), and University Resident Theatre, Inc., a New York domestic not-for-profit corporation ("Contractor").
Recitals: City and Contractor now desire to enter into a Second Amendment to the Contract by modifying the terms of the Contract.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. Section 2.3 is amended increase the contract ceiling by $125,000 to a new total contract ceiling of$375,000, to compensate Contractor for additional union actors required for the Moonlight Amphitheatre's 2022 Summer Season.
2. All other conditions of the Contract shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this Second Amendment as of the Second Amendment Date.
CITY OF VISTA, a chartered municipal UNIVERSITY RESIDENT THEATRE corporation ASSOCIATION, INC., a New York domestic not-for-profit corporation
By:
JUDY RITTER, MAYOR
By:
ATTEST:
KATHY VALDEZ, CITY CLERK NAME/Title
By: By:
APPROVED AS TO FORM: NAME/Title
WALTER CHUNG, ACTING CITY ATTORNEY
By:
RISK MANAGEMENT REVIEW:
DOLORES GASCON, RISK MANAGER
By:
APPROVED
Walter C.Chung
20220801161925
000980644 EXHIBIT 4
08/23/2022 C5 Page 20 of 20