HomeMy WebLinkAbout2022-04-26 - AGENDA REPORTS - NEWHALL FAMILY THEATRE AGMTO
Agenda Item: 9
1. CITY OF SANTA CLARITA
AGENDA REPORT
CONSENT CALENDAR
CITY MANAGER APPROVAL: 1
DATE: April 26, 2022
SUBJECT: NEWHALL FAMILY THEATRE FOR THE PERFORMING ARTS
AGREEMENT
DEPARTMENT: Recreation and Community Services
PRESENTER: Phil Lantis
RECOMMENDED ACTION
City Council approve and authorize the City Manager or designee to execute a three-year
agreement with the Newhall School District for an amount not to exceed to $75,000 for the
Newhall Family Theatre for the Performing Arts, from July 1, 2022, to June 30, 2025, subject to
City Attorney approval.
BACKGROUND
In 1994, after the Northridge Earthquake, a group of parents toured the Newhall Elementary
School campus to determine what had been damaged. During the tour, parents were led through
the school's auditorium, which had been closed to the public since the 1970s. After seeing the
auditorium, the parents decided that it needed to be restored into an arts venue for the
community. After almost 24 years of effort by multiple individuals and nonprofit organizations,
the restoration of the auditorium was completed in late 2017, and was named the Newhall Family
Theatre for the Performing Arts. 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."
In meetings between 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 Theatre Manager to oversee
the day-to-day operations. In the discussions, it was recommended that the City could support
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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 on the City's agreement with the Santa Clarita Community College
District for the Santa Clarita Performing Arts Center at College of the Canyons. The current
agreement runs from May 1, 2019, to April 30, 2022.
The following are highlights of the Newhall Family Theatre for the Performing Arts Agreement:
• City and District will enter into a three-year agreement.
• The District is responsible for coordinating and scheduling the use of the Newhall Family
Theatre for the Performing Arts by community organizations.
• The City's contribution to the District is $75,000 for each year of the three years of the
agreement.
• Community organizations will be entitled to the use of 80 days a year, with 40 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 Theatre for the Performing Arts in the City's
publications, websites, and brochures.
All of the above are consistent with the existing agreement. The only modifications made to the
new agreement were to the dates and term of the agreement and the addition of a section
addressing COVID-19 protocols.
The Newhall Family Theatre for the Performing Arts is an historic 525-seat venue, located
adjacent to the Old Town Newhall Arts and Entertainment District, contributing to the artistic
and cultural landscape of the entire Santa Clarita Valley.
Below are some of the community organizations that have utilized the venue for performances
and special events since the completion of the restoration of the venue in 2017:
• Raising the Curtain Foundation (theater, film screenings and an arts community
showcase)
• Major Impact Theater (theater)
• Santa Clarita Shakespeare Festival (theater)
• Olive Branch Theatricals (theater)
• SCV Convention of Alcoholics Anonymous (theater)
• SCVi (theater and dance)
• Santa Clarita Valley Youth Orchestra (music)
• Swadeshi Indian Cultural Group (dance)
• Santa Clarita Ballet Company (dance)
• Gervais School of Dance (dance)
• Dance 84 (dance)
• Kalakeke Pacific Island Dance Company (dance)
• Neuma Church (holiday production)
• Latino Business Alliance (awards gala with live music and dancers)
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• City of Santa Clarita (volunteer recognition, author interviews, film festival, etc.)
The Arts Commission reviewed and recommended approval to the City Council for the Newhall
Family Theatre for the Performing Arts Agreement at their meeting on April 14, 2022.
ALTERNATIVE ACTION
Other action as determined by the City Council.
FISCAL IMPACT
Adequate funds to support this agreement is contingent upon appropriations of funds by the City
Council during the annual budget process.
ATTACHMENTS
City & Newhall District Newhall Family Theatre Agreement 2022-2025
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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
Newhall Elementary School ("Agreement") is made and entered into effective as of July 1, 2022
("Effective Date") by and between the City of Santa Clarita ("City") and the Newhall School
District ("District"). The City and the District may hereinafter be referred to individually as a
"Party" and collectively as the "Parties."
WITNES SETH:
WHEREAS, the District has renovated the Newhall Family Theatre for the Performing
Arts at Newhall Elementary School ("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-profit organizations (each a "Community Organization") 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 Parties'
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 Guide"),
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 Availability List"), and the District shall
provide the Theatre Availability List for each performing arts season (July to June)
to the City on or about March 15 of each year.
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
City and by Community Organizations that contact the District for such purposes.
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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 (each a "Theatre User Agreement"), 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 User List"), and the District shall provide the Theatre User List for each
performing arts season (July to June) to the City on or about April 15 of each year
6. The District shall permit the City, at no additional cost, to use the Theatre for City -
conducted civic functions, on four dates for each year of the agreement as 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 6, 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 Organization events. This does not 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
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 City websites 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's 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
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other media outlets both in the Santa Clarita Valley and in neighboring areas. Some
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 one -page advertisement in the fall issue, a half 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
for the welfare of the District's students or other charitable purposes.
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
District's 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 eighty (80) days
annually, which shall consist of forty (40) week days and forty (40) weekend days. For
purposes of this Agreement, a "week day is defined as any Monday, Tuesday,
Wednesday or Thursday, and a "weekend day" is 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.
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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 performances ("City Contribution").
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) for each year of the agreement, and the City shall provide the City
Contribution to the District not later than July 31 of each year of the agreement.
Section 7. Term
This term of this Agreement ("Term") shall commence on July 1, 2022, and shall
terminate on June 30, 2025.
Section 8. Negotiation of Future Agreement
Commencing in November of 2024, 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 March of 2025. 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 Party ("Terminating Party") may terminate this Agreement for cause, if the other
Party ("Defaulting Party") 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
("Notice of Default"). In the event a Defaulting Party has not timely corrected or
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
District to operate or permit use of the Theatre pursuant to this Agreement
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(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, etcetera), 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) Employer's Liability Insurance with limits of not less than two million dollars
($2,000,000) per bodily injury by accident or disease;
(iii) Workers' Compensation Insurance 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 District's approval for adequacy of protection. The Certificate of
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 QPA) risk pool for any of the insurance required above, the program of self-
insurance or coverage provided by the 7PA 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
respect to any and all judgments, awards, expenses, fines, penalties, costs (including,
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without limitation, attorneys' fees), and other liabilities of whatever nature (each a
"Liability" and if more than one, the "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 City or any of its officers, employees, agents, or contractors in
connection with the exercise or performance of, respectively, the City's rights or
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. The City's obligations pursuant to this 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, the District's rights or obligations pursuant to this
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
District's obligations pursuant to this provision include, but are not limited to,
compensatory damages, punitive damages, regulatory fines and penalties, and extra -
contractual liability.
In the event a final judgment issued by a court of competent jurisdiction (or, if the
Parties have agreed to binding arbitration, an arbitrator's decision) determines that
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,
attorneys' fees and costs) from the responsible Party or Parties. In the event
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. A Party's liability or responsibility pursuant to 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.
With respect to acts or acts and incidents that occur prior to expiration of the Term
or other termination of this Agreement, each Party's rights and obligations pursuant
to this Section 11 shall survive such termination.
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Section 12. No Personal Liability
Except to the extent of any such individual's liability pursuant to the Government
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 Party's right at a later time to enforce
the same or any other provision of this Agreement.
Section 15. COVID-19 Protocol
Any facility use of the Theatre shall comply with LA County's COVID-19 protocol for
Theatres, as well as the District's COVID-19 requirements.
Section 16. 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 17. 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 18. 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.
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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
BY:
NAME
TITLE
DATE
Signature of Authorized Representative
CITY OF SANTA CLARITA
Signature of Authorized Representative
NAME
TITLE
DATE
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