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HomeMy WebLinkAbout2018-03-27 - AGENDA REPORTS - NEWHALL FAMILY THEATER (2)9 Agenda Item: 9 CITY OF SANTA CLARITA AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: DATE: March 27, 2018 SUBJECT: NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS AGREEMENT DEPARTMENT: Recreation, Community Services, Arts, and Open Space PRESENTER: Phil Lantis RECOMMENDED ACTION City Council: 1. Approve and authorize the City Manager or designee to execute an agreement with Newhall School District for the Newhall Family Theater for the Performing Arts, in the amount of $75,000, subject to City Attorney approval. 2. Authorize the transfer of $75,000 from the General Fund Capital expenditure account 60119500-5501.100 to General Fund revenue account 100-4711.601, and appropriate to expenditure account 15400-5161.002. BACKGROUND In 1994, after the Northridge Earthquake, the Parent Teacher Association (PTA) Site Council toured the Newhall Elementary School campus to ascertain the damage caused by the en closed to the public since the 1970s. After seeing the auditorium, the PTA Site Council decided that the auditorium needed to be restored into an arts venue for the community. After 24 years of effort by community members and nonprofit organizations, the restoration of the auditorium was recently completed, and was named the Newhall Family Theater for the Performing Arts, and is open once again for performances. The Newhall School District (District) was able to achieve this by having the support of the community who voted to include the restoration project as part of a bond measure. In the City of Santa Clarita Arts Master Plan, which was adopted by the City Council in March 2016, Recommendation 2.1 states: The City should explore taking management of the renovated Newhall Elementary School auditorium and actively program it. Page 1 Packet Pg. 83 9 In meetings between the City of Santa Clarita (City) and District staff, it was determined that the District would take the lead in managing the venue; thus, they hired a Theater Manager to oversee the day-to-day operations. During the discussions, it was recommended that the City could support this effort and meet the essence of the Arts Master Plan recommendation by entering into an agreement that offered financial support to the District to augment their operations. The agreement was modeled after Community College District for the Santa Clarita Performing Arts Center at College of the Canyons. The following are highlights of the Newhall Family Theater for the Performing Arts Agreement: City and District will enter into a one-year agreement. The District is responsible for coordinating and scheduling the use of the Newhall Family Theater for the Performing Arts by community organizations. The City's contribution to the District is $75,000 for the one-year term of the agreement. Community organizations will be entitled to the use of 70 days a year, with 30 days during the week (Monday to Thursday), and 40 days during the weekend (Friday to Sunday). The City and the District will work together to coordinate cross marketing efforts such as coverage of the Newhall Family Theater for the Performing Arts in the City's publications, websites, and brochures. The agreement was presented to the Arts Commission at their February 8, and March 8, 2018, meetings. At the March 8, 2018, meeting the agreement was approved by the Arts Commission and recommended to be presented to the City Council for final approval. Representatives of the Newhall School District board, administration, and theater management spoke in support of the agreement at the March 8, 2018, meeting. The Newhall Family Theater for the Performing Arts is a new 525 seat venue, located adjacent to the Old Town Newhall Arts and Entertainment District. The City looks forward to this venue becoming an essential part of the Arts and Entertainment District and a vital part of the artistic and cultural landscape of the Santa Clarita Valley. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT Upon approval of the recommended action, the budget will be adjusted accordingly. ATTACHMENTS Newhall Family Theater for the Performing Arts Agreement Page 2 Packet Pg. 84 9.a AGREEMENT RELATING TO THE NEWHALL FAMILY THEATRE FOR THE PERFORMING ARTS AT NEWHALL ELEMENTARY SCHOOL This Agreement Relating to the Newhall Family Theatre for the Performing Arts at is made and entered into effective as of May 1, 2018 by and between the City of Santa Clarita Newhall School District The City and the District may hereinafter be referred to individually as a the WITNESSETH: WHEREAS, the District has renovated the Newhall Family Theatre for the Performing Theatre, so that it may be used for instructional and civic purposes; and WHEREAS, the City desires that the Theatre be a performance venue for the community to thereby assist the City in meeting its Santa Clarita Arts Master Plan objectives; and WHEREAS, to facilitate such community use of the Theatre, the Parties intend that, as provided herein, the District shall make the Theatre available for use by the City for civic functions, and by local non- for performing arts purposes. NOW, THEREFORE, and in consideration of their respective rights and obligations as set forth herein, consideration that the Parties acknowledge is adequate, the Parties agree as follows: AGREEMENT Section 1. Responsibilities of the Parties In addition to any other obligations set forth in this Agreement, the responsibilities shall include the following, as applicable: a. District Responsibilities: 1. The District shall develop written guidelines, rules, and other requirements for use of the Theatre by Community Organizations and others Theatre User and approval of the Theatre User Guide by the Governing Board shall be a condition precedent to any use of the Theater pursuant to this Agreement. 2. As provided in Section 4 herein, the District shall annually establish a list of dates during each performing arts season that the Theatre is available for use by the City and Community Organizations Theatre , and the District shall provide the Theatre Availability List for the 2018 performing arts season to the City on or about February 15, 2018. 3. The District shall be solely responsible for coordinating and scheduling the use of the Theatre, based on the dates specified in the Theatre Availability List, by the Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS City and by Community Organizations that contact the District for such purposes. Page 1 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 85 9.a 4. As a condition precedent to a Community Organization using the Theatre, it must enter into a written agreement with the District that establishes terms and conditions for such use Theatre User , which terms and conditions shall be consistent with the provisions of the Theatre User Guide. 5. The District shall provide to the City a list of Community Organizations that have scheduled use of the Theatre and entered into Theatre Use Agreements (each a Theatre Theatre User List for the 2018 performing arts season to the City on or about March 15, 2018. 6. The District shall permit the City, at no additional cost, to use the Theatre for City- conducted civic functions, on four dates specified on the Theatre Availability List as are still available at the time the City requests such use, and examples of acceptable civic functions are public forum, public debates, et cetera. 7. In connection with the civic functions described in the foregoing item 7, the District shall provide, also at no cost to the City, basic and reasonable technical support that shall include, as necessary, technical and assistant director, theatre manager, and house manager. 8. The District shall make the Faculty Parking Lot at the school site available for use by attendees to City and Community Organizations events. This does guarantee exclusive use of the parking lot to the City and Community Organization events, as there will be times when other activities will be taking place at the school. b. City Responsibilities: 1. Following receipt of the Theatre Availability List, the City shall share it with appropriate Community Organizations. 2. The City shall act as a liaison between the District and Community Organizations. 3. When feasible, as determined by the City in its reasonable discretion, the City shall include notices, descriptions and/or advertisements regarding Community Organization performances and District performances on the City website or in other media. 4. The City shall coordinate with the District in regard to scheduling civic functions to be held at the Theatre. Section 2. Marketing Opportunities a. When feasible, as determined by the District in its reasonable discretion, the District shall display the City logo in District advertisements and/or publications relating to performances at the Theatre conducted by Community Organizations. b. The District and City will work together to identify marketing opportunities that promote the Community Organizations and District performances at the Theatre. This partnership will include publications, advertisements, radio, television, and Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS other media outlets both in the Santa Clarita Valley and in neighboring areas. Some Page 2 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 86 9.a of these opportunities will include the Seasons Magazine, street pole banners, paseo bridge banners, and brochures and publications. c. Each year during the term of this Agreement, the City, at no cost to the District, shall provide a two-page advertising spread in the fall issue, a full page advertisement in the winter issue, and a half page ad in the spring issue, of Seasons Magazine. Section 3. Community Organization Status and Qualifications a. Community Organizations shall be eligible for priority scheduling in the Theatre after District events have been scheduled. b. To qualify and maintain Community Organization status, an organization must: (i) apply through the City within the deadlines established by the District and the City; (ii) be a non-profit entity that qualifies to receive the direct cost rate; (iii) have a business address within the Santa Clarita Valley; and (iv) if it charges any fee for admission, such admission fees must be expended c. The District will, to the extent reasonable and subject to availability, schedule use of the Theatre by Community Organizations that apply to use the Theatre after the deadline for establishing the Theatre User List, but such requests will be processed as non-Community Organization Civic Center facility use requests in the order they were received. Section 4. Scheduling Use of the Theater The District at all times shall have first priority when scheduling use of the Theatre for District-related purposes. Notwithstanding anything to the contrary, the District shall have the sole discretion to schedule blackout dates, as to which there shall be no use of the Theatre pursuant to this Agreement, for purposes of repair, maintenance, holidays, school closure, or other matters as determined by the District. After the District has scheduled its own events, including any blackout dates, the District will develop and provide the Theatre Availability List to the City. Subject to the foregoing, the City and Community Organizations will be entitled to use the Theatre a total of seventy (70) days annually, which shall consist of thirty (30) week days and forty (40) weekend days. For purposes of this Agreement, defined as any Friday, Saturday or Sunday. In determining the number of days the Theatre is or will be used by the City or a Community Organization: (i) the District will include in the count any and all rehearsal, set-up, and strike days, and, except as the District may agree in its sole discretion, any and all days on which the City or Community Organizations are housing set pieces or other items within the Theatre; and (ii) except as the District may agree in its sole discretion, each day on which any of the foregoing occurs for only a portion of the day shall be counted as a full day. Section 5. Theatre Box Office Services To the extent provided in the Theatre Use Guide, the City or a Community Organization may use the Theatre box office. Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS Page 3 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 87 9.a Section 6. City Contribution As additional consideration for the District to enter into this Agreement, the City shall contribute funds to assist the District in maintaining the Theatre as a state-of-the-art facility for District and Community Organization performanc Subject to using the City Contribution for purposes related to the Theatre, the District may apply the City Contribution as it determines in its sole discretion, including, without limitation, for operations, maintenance, or replacement of equipment at the Theatre. The City Contribution shall be in the amount of $75,000.00 (seventy-five thousand dollars), and the City shall provide the City Contribution to the District not later than ten days after the District provides the 2018 Theatre Availability List to the City as described in Section 1.a. herein. Section 7. Term This term of this Agreement shall commence on the Effective Date and shall terminate on the date that is one year after the Effective Date. Section 8. Negotiation of Future Agreement Commencing in July of 2018, the Parties shall begin discussions to develop a new agreement relating to City and Community Organization use of the Theatre, to be applicable upon expiration of the Term. The Parties shall make good-faith efforts to complete such negotiations and enter into such new agreement by November of 2018. If for any reason the Parties do not enter into any such new agreement, then, upon expiration of the Term and with respect to this Agreement, neither Party shall have any further obligation to the other Party other than for any obligations pursuant to Sections 10 or 11 herein that survive termination of this Agreement. Section 9. Termination a. This Agreement shall terminate upon expiration of the Term. b. Either Party may terminate this Agreement, without need for cause, by giving written notice of termination to the other Party and, in such event, the termination shall take effect on the date that is ninety days after receipt of the termination notice by such other Party. c. A has defaulted with respect to any of its material obligations pursuant to this Agreement and has not corrected or cured such default within twenty days following notice from the Terminating Party to the Defaulting Party that describes the default in reasonable detail and, to the extent possible or known, specifies what the Defaulting Party must do to correct or cure such default cured the default specified in an applicable Notice of Default, the Terminating Party may terminate this Agreement by giving written notice of termination to the Defaulting Party, and such termination shall be effective immediately upon receipt of such notice by the Defaulting Party or as of any later date specified in the notice. d. The District may terminate this Agreement if, as determined by the District in its reasonable discretion, it becomes impossible, impracticable, or impolitic for the Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS District to operate or permit use of the Theatre pursuant to this Agreement Page 4 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 88 9.a (including, without limitation, because of damage caused to the Theatre in connection with use by any Community Organization, unruly behavior by those attending any Community Organization performance, et cetera), and, in such event, such termination shall be effective immediately upon receipt of such notice by the City or as of any later date specified in the notice. Section 10. Insurance The City shall, at the sole cost and expense of City, procure and maintain during the Term and for one year following termination of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with use of the Newhall Family Theatre by City. The following insurance coverage, and coverage terms and conditions, shall apply: (i) Commercial General Liability Insurance, written on an occurrence basis, with limits of not less than two million dollars ($2,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate and covering, without limitation, bodily injury, property damage, personal and advertising injury, and blanket contractual liability; (ii) two million dollars ($2,000,000) per bodily injury by accident or disease; (iii) to statutory limits as required by the laws of the State of California and, if any, applicable City requirements; and (iv) Automobile Liability Insurance covering all owned, non-owned and hired vehicles used by, or on behalf of the City with combined single limit for bodily injury and/or property damage of not less than two million dollars ($2,000,000) per accident. The City shall cause the policies reference in (i) and (iv) to name or be endorsed to name the District, its Governing Board and each member thereof, and its other officers, employees, and agents, as an Additional Insured under such policies. The policy reference in (ii) and (iii) shall be endorsed to waive any right of subrogation the City may have, or the insure may have, against the District in connection to claims or losses paid under the policy. As a condition precedent to any use of the Theatre pursuant to this Agreement, the City shall deliver to the District such Certificate(s) of Insurance and Endorsement(s) referenced herein as evidence the required coverage, which shall be subject to the Dis Insurance shall provide that the insurer must give written notice to the District not less than thirty (30) days prior to any change in coverage limits, cancellation, or expiration of any required insurance, except in the case of termination for failure to pay premium, in which event the insurer must give notice not less than ten days prior to termination. If the City is self-insurance or obtains coverage through a public entity joint powers authority (JPA) risk pool for any of the insurance required above, the program of self- insurance or coverage provided by the JPA shall provide coverage to the same extent as if the above items were covered by an insurance policy. Section 11. Indemnification a. City shall indemnify and hold harmless the District, its Governing Board and each member thereof, and its other officers, employees and agents, and each of them, with Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS respect to any and all judgments, awards, expenses, fines, penalties, costs (including, Page 5 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 89 9.a without limitation, ), and other liabilities of whatever nature (each a , to the extent (and only to the extent) those arise from any negligent act(s) or omission(s), or any willful misconduct, of the City or any of its officers, employees, agents, or contractors in connection with the exercise or performance of, respectively, obligations pursuant to this Agreement. Using legal counsel reasonably acceptable to the District, the City shall defend the District with respect to each and every complaint, charge, claim, action, or other proceeding of any nature that alleges District responsibility, whether in whole or in part, for any Liability or Liabilities within the scope of this provision. provision include, but are not limited to, payment of compensatory damages, punitive damages, regulatory fines and penalties, and extra-contractual liability. b. District shall indemnify and hold harmless the City, its City Council and each member thereof, and its other officers, employees and agents, and each of them, with respect to any and all Liabilities, to the extent (and only to the extent) those arise from any negligent act(s) or omission(s), or any willful misconduct, of the District or any of its officers, employees, agents, or contractors in connection with the exercise or performance of, respectively, Agreement. Using legal counsel reasonably acceptable to the City, the District shall defend the City with respect to each and every complaint, charge, claim, action, or other proceeding of any nature that alleges City responsibility, whether in whole or in part, for any Liability or Liabilities within the scope of this provision. The include, but are not limited to, compensatory damages, punitive damages, regulatory fines and penalties, and extra- contractual liability. c. In the event a final judgment issued by a court of competent jurisdiction (or, if the this Agreement is an agreement within the scope of Government Code Section 895 and, in connection therewith, imposes liability on a Party in connection with any Liability or Liabilities solely by virtue of Government Code Section 895.2, that Party shall be entitled to reimbursement of any and all of the costs and expenses that it reasonably incurred in connection with such Claim (including, without limitation, Government Code Sections 895 and/or 895.2 are altered or repealed, the requirements of this Section shall apply with respect to any similar, successor or superseding law that imposes liability on a Party consistent with provisions of Government Code Section 895.2 in effect as of the Effective Date. d. this Section 11 shall not be deemed or construed to be limited to the coverage limits of any insurance maintained by any of the Parties (pursuant to this Agreement or otherwise) or by the amount of any proceeds of such insurance. e. With respect to acts or acts and incidents that occur prior to expiration of the Term to this Section 11 shall survive such termination. Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS Page 6 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 90 9.a Section 12. No Personal Liability Except to the extent Claims Act (Government Code Section 810 et seq.), no member of the Governing Board of the District or of the City Council of the City, and no other officer, employee or agent of either Party, shall be personally liable to any other person or entity in the event of any default or breach by a Party of its obligations pursuant to this Agreement. Section 13. Governing Law and Venue This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, regardless of any conflict-of-laws, choice-of-law, or other provision of any federal, state, or other law. Unless a court of competent jurisdiction determines that a change in venue is required in order to ensure fundamental fairness, any and all actions, arbitrations, and other proceeding arising from this Agreement shall be initiated and conducted only in an appropriate court located in the County of Los Angeles, California. Section 14. Waiver A waiver by a Party of any provision of this Agreement shall be binding only if the waiver is set forth in writing and has been duly approved and signed by the waiving Party. Unless so specified in the written waiver, a waiver by a Party of any provision of this Agreement shall not constitute a waiver of any other provision(s) herein, similar or not, and shall not be construed as a continuing waiver. Except as waived in accordance with this Section, neither the failure by a Party at any time to require performance of any requirement of this Agreement, nor any forbearance or indulgence of the Party in regard to such requirement, shall in any manner affect the Partys right at a later time to enforce the same or any other provision of this Agreement. Section 15. Entire Agreement This Agreement represents the entire understanding and agreement of the Parties, as of the Effective Date, regarding the use of the Theatre by the City and Community Organizations. Any and all prior and contemporaneous agreements, representations and understandings of the Parties relating to such matters, oral or written, are hereby superseded and replaced. Section 16. Modifications of Agreement This Agreement may be modified only by means of written instrument that has been duly approved, signed, and delivered by both Parties. Section 17. Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Signature pages may be detached from counterpart originals and combined to physically form one or more copies of this Facilities Use Agreement bearing original signatures of both Parties. (The remainder of this page intentionally left blank.) Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS Page 7 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 91 9.a Section 18. Due Authority Each person who has signed this Agreement on behalf of a Party thereby represents and warrants that he or she has been duly authorized by such Party to sign, and thereby bind such Party to, this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as evidenced by the signatures, below, of their respective duly authorized representatives. NEWHALL SCHOOL DISTRICT CITY OF SANTA CLARITA BY: ________________________________ BY: ________________________________ Signature of Authorized Representative Signature of Authorized Representative NAME _____________________________ NAME _____________________________ TITLE _____________________________ TITLE _____________________________ DATE _____________________________ DATE _____________________________ Attachment: Newhall Family Theater for the Performing Arts Agreement (NEWHALL FAMILY THEATER FOR THE PERFORMING ARTS Page 8 of 8 ЋЉЉЋБЉ͵Ћ Packet Pg. 92