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Home My WebLink AboutAGR-7119.A - THE GREATER ORANGE COMMUNITY ARTS THEATER FOUNDATION - MOUMemorandum of Understanding Between The City of Orange and The Greater Orange Community Arts Theatre Foundation Purpose This Memorandum of Understanding (“MOU”) sets forth the mutual understanding between the City of Orange, a municipal corporation (“City") and The Greater Orange Community Arts Theatre Foundation, a California nonprofit corporation ("GOCAT") (collectively “Party” or “Parties”) to outline the terms and conditions for the use of City land to build a venue for performing and fine arts (“Community Theater Venue”) operated by GOCAT. Background • GOCAT is a California nonprofit 501(c)(3) corporation dedicated to engaging and enhancing the community through the arts by creating a vibrant, transformative, and diverse culture of teaching, learning, and performing opportunities. • The City lacks a suitable Community Theater Venue. • GOCAT seeks to fund the building of a state-of-the-art Community Theater Venue that will serve the City’s youth and community by providing a community-level performing and fine arts venue. • The City owns Grijalva Park located at 368 N. Prospect Street (“Subject Property”) which contains undeveloped land; of which 32,000 square feet had been previously approved by City Council in 2019 for a Community Theater Venue. • The City values arts as an important educational and community resource that is compatible with the purpose and services already provided at Subject Property, and the City has identified GOCAT as a partner to develop a portion of the Subject Property into a Community Theater Venue (the “Project”). Location The proposed Project consists of facilities, which would occupy approximately 53,000 square feet to be generally situated on the Subject Property as shown in Exhibit A. Exact location and footprint will be determined as part of the process to update the Grijalva Park masterplan. Construction Costs GOCAT is responsible for securing funds for the construction of the Project. To promote fundraising for the construction of the Project, GOCAT may offer to name specified facilities for indoor facilities and amenities which may include, rooms, buildings, benches, spaces, stages, seats, curtains, or other architectural or theater features (“Naming Opportunities”). Guidelines for the Naming Opportunities program are specified in a separate agreement between GOCAT and Docusign Envelope ID: 86711980-205D-4111-8ED5-897737EB4085 AGR- 7119.A Entered in on July 22, 2025 City. Naming opportunities shall remain within the footprint of the project and not in common use areas. Naming opportunities for amenities displayed on the exterior of the building require City approval, such as building name and bricks. Facility Management, Maintenance, Governance and Usage Upon completion of the Project, GOCAT will assume operational responsibility of the Community Theater Venue and Project area including all facilities. Ongoing maintenance, staffing, and associated expenses will be the responsibility of GOCAT. Usage of the Community Theater Venue will be managed by GOCAT with priority given to programs that benefit local schools, non-profit arts, and local youth. Prior to completion of the Project, Parties shall execute an agreement for GOCAT’s long-term management of the Community Theater Venue. Income generated by Community Theater Venue usage shall be retained by GOCAT for the operation and maintenance of the Community Theater Venue and Project area including all facilities and retention of appropriate staff. Upon completion of the Project, the City Manager shall be allowed to appoint one member to the GOCAT Board of Directors. Subject to scheduling availability, GOCAT shall provide the City access for usage of the Community Theater Venue for City sponsored meetings and activities at no cost. The City will be responsible for the costs associated with producing the meetings and activities. Availability of Documents City will make any plans or documents, including (California Environmental Quality Act (CEQA) materials, created as part of its Master Plan for Grijalva Park available to GOCAT to assist in the permitting process for the Community Theater Venue. Duration, Termination, and Modification The term of this MOU shall commence upon its execution and shall supersede the prior MOU (Agreement 7119) between the Parties signed by GOCAT on April 23, 2021, and the City on May 10, 2021. The MOU shall terminate on December 31, 2030, at which time, GOCAT forfeits the land use and other uses will be explored by the City if construction documents and a construction schedule have not been finalized and approved by the City. The MOU shall terminate sooner should GOCAT not meet specific fundraising targets (“Fundraising Targets”). Fundraising Targets GOCAT shall regularly report fundraising progress to the City. Fundraising Targets for the project are: December 31, 2026 $9,000,000 June 30, 2028 additional $10,000,000 ($19,000,000 cumulative) December 31, 2029 additional $20,000,000 ($39,000,000 cumulative) December 31, 2030 amount to fill gaps against actual construction costs Facility Lease and Construction Upon GOCAT achieving an amount of the Fundraising Targets to cover the costs of construction of the Community Theater Venue, or a portion of the Community Theater Venue as approved by the City, the City will enter into a long-term ground lease to GOCAT for $1 per year (the Docusign Envelope ID: 86711980-205D-4111-8ED5-897737EB4085 "Lease"), to allow construction and eventual operation of the Project. The Lease will include all terms of the operation of the Project, including but not limited to insurance coverage, and shall supersede this agreement. Building in phases requires prior approval by City and is not guaranteed. Contact Information City of Orange c/o Dan Slater, Mayor 300 E. Chapman Avenue Orange, CA 92866 The Greater Orange Community Arts Theatre Foundation Attn: Michael Short, President P.O. Box 4654 Orange, CA 92868 Dan Slater Mayor City of Orange Date: c atMichael Short President Date: 7-11-2025 The Greater Orange Community Arts Theatre Foundation APPROVED AS TO FORM Date: Wayne Winthers City Attorney √ ATTEST: ______________________________ Pamela Coleman City Clerk, City of Orange Docusign Envelope ID: 86711980-205D-4111-8ED5-897737EB4085 07/23/2025 7/23/25 Exhibit A – Location of GOCAT Theater Within Subject Property Docusign Envelope ID: 86711980-205D-4111-8ED5-897737EB4085