RIL-Anomw
TO' HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCILAPPROVED BY
CITY MANAGEA
FROM: OFFICE OF THE CITY MANAGER
BY: JASON CHACON, DIRECTOR OF PARKS & RECREATION
SUBJECT: APPROVE PROFESSIONAL SERVICE AGREEMENT WITH VENUETECH MANAGEMENT GROUP, INC. FOR THE MANAGEMENT AND CONSULTING
SERVICES OF THE DOWNEY CIVIC THEATRE
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Group for the management and consulting services for the Downey Civic Theatre; and, authorize the City Manager to execute all future amendments to the agreement.
The Downey Civic Theatre was dedicated in April of 1970. City staff operated the 738-seat, 36,665 sq. ft. theatre from April 1970 to December 2010 providing minimal in-house programming and operating primarily as a rental facility to reoccurring clients. During the time the City operated the Theatre, very little operational change occurred during four decades although entertainment tastes and community demographics experienced a significant shift.
The City Council approved the issuing of the first Request for Proposal for the Management and Operations of the Downey Civic Theatre in 2010, to transition future management and operations of the Theatre to a private company. VenueTech was selected from six organizations and individuals who submitted responses. They continued through their initial five-year term, with two subsequent three-year extensions and a one-year extension set to expire on December 31, 2022.
Parks & Recreation staff released a Request for Proposals (RFP) in March of 2022 for Theatre management and consulting services. Two vendors initially attended the site walk and question and answer session; however, only VenueTech submitted a proposal. The second group declined to submit a proposal due to the limited seating of the Downey Civic Theatre and their ability to recoup costs for management and operations.
The proposed agreement is for a five-year term from 2022 to 2027 and includes one optional five- year extension.
APPROVE PROFESSIONAL SERVICE AGREEMENT WITH VENUETECH MANAGEMENT GROUP, INC. FOR THE MANAGEMENT AND CONSULTING SERVICES OF THE DOWNEY CIVIC THEATRE PAGE 2
For the City Council's reference, included as Attachment B to this report is a list of calendar of events or the Downey Theatre from July 2021to September 2022.
FISCAL IMPACT
1. 1 1ii for the management and operations fee from account4: 1. management • agreement iil
2. Estimated $550,000 for labor reimbursement costs from facility rentals from account 10-4-4380-0700. Rental revenues help offset annual labor reimbursement costs. The reimbursed labor cost for the current agreement in FY 2021 — 2022 were $477,000 with • months of • • closures.
A 5% annual increase is included for the remaining term of the agreement; ResponsibilityFiscal
Efficiency & Adaptability
QualitX of -
, Infrastructure & Parks
ATTACHMENT
Attachment A: VenueTech Management Group Inc. License Agreemen! Attachment • Downey Theatre Calendarof
4 1 1 `
DOWNEY CIVIC THEATRE
DOWNEY, CALIFORNIA
This Agreement for Management Services and Consulting Services ("Agreement") for the Downey Civic Theatre located at 8435 Firestone Blvd in Downey, California 90241 ("THEATRE"), is entered into on this January 1, 2023 by and between VenueTech Management i • Inc., a Californiai'i • • and The City of i -California Municipal Corporationhereinafter . •. • •.
•
t
1.3 'Nerellandise RjgW" means the rights for Performing Artists or other businesses, individuals • r organizations '::. • sell or distribute merchandiseor products which shall be negotiated exclusively by VENUETECH in exchange for a percentage of gross sales receipts for such merchandise, which shall be paid to and collected by VENUETECH •' remitted to
1.4'�Pertbi-mina Artist" means an individual or group of entertainers who perform in a wide range of performance disciplines including,but • to, a dramatic, musical or dance Event for an audience
payments made• Performing Artist(s)in compensation • - _ payable traditionally in two payments as follows: a) 50% upon agreement of the Talent Contract, and b) 50% on day of the Event, prior to commencement of the Event; form of payment shall be a! the sole discretion of the Performing Artist or Talent Agent and may include, but not be limited to:
a) cashier's check, b) cash, c) commercial bank check. Flexibility is required to conform to the Performing Artist or Talent Agent's payment requirements which could require payment made directly to Talent Agency prior to the Event or differing percentage payments.)
1.11 "Technical Rider" addendum to a Talent Contractforth 65186 002 1 •
technical and production requirements for a Performing Artist's performance at THEATRE.
1. 12 �*TUEAM-Cl ient" means an individual, business, organization, City department or school sponsored class or organization, which is granted use of THEATRE by VENUETECH, on behalf of CITY, for an Event or Event Day which may be open to the general public or to a private audience.
1.13 "Theatre Man=r" means a full time employee hired, trained and supervised by VENUETECH specifically for the management and operation of THEATRE. Theatre Manager shall perform their primary duties in Downey, California in an office provided by CITY, and may be assigned some duties, at the discretion of VENUETECH, in other locations, including but not limited, to its offices in San Francisco and Lafayette, California.
1.14 "Vendor" means a third party entity including, but not limited to, a company or individual -NkrWrFWv.nwx1de--1iZhting- sound or other technical exi%ertise or Q,,IALr�#,ment or services directly to VENUETECH on behalf of CITY at THEATRE.
1. 15 means those specific executive officers of
proTCssionai consultation ana experfise WIL11 rugUFU�i LU UIC alUd, management, marketing, artist negotiation and fundraising counsel. VENUETECH Executive Employees are limited to the John R. Lind, President, and Judy Barkett, Vice President of VenueTech Management Group, Inc.
2.1 VENUETECH shall provide for the management and operation of THEATRE as set forth on the "Scope of Services" marked as Exhibit A (the "Services").
2.2 Changes to Scope Of Services. VENUETECH and CITY may modify the Services by mutual agreement, in writing; provided, however, should any modification cause an increase or decrease in Services or otherwise affect the amount, character or time for performance of the Services, then VENUETECH's compensation and/or time for performance shall be adjusted accordingly, with approval of the City Manager, to the extent permitted by City policy or practice.
3.1 QOblit gaatLons of CITY. CITY shall have the obligations set forth in L,�hi-bitB ("CITY _
Obligations").
a 211AWS =W3110515-11HIRS 19191
4.1 CITY shall pay fees to VENUETEC?i as compensation
and/or expense reimbursement for Services, including management and consulting services, labor ,Z-4 tvw7 n6mbursement, and administrative exyenses incurred in dr, performance of Services, collectively "Fees" as set forth in the "Schedule of Fees" marked as Exhibit C.
5.1 Invoice. VENUETECH shall invoice CITY on the I" of each month for such managernew fees, labor and expense reimbursements due including but not limited to base management fee, 65186 00210\4050171 8 3
Scheduleadministrative overhead fee, labor reimbursements and labor overhead, or any other if-tyukmMarim et been invoiced as set forth in
the of Fees.
• . f . f .. ` . i . • • p • ! . i •
5.3 Lgjqygo. Late payments will be subject to a finance charge equal to one and one half percent (1.5%) per month prorated on a daily basis for the unpaid balance.
5.4 L_ . In the event CITY disputes any particular item or amount on an Invoice, CITY shall provide VENUETECH with written notice within seven (7) days of receipt of the Invoice, stating the particulars of the dispute. The parties shall mutually cooperate to resolve any such disputes in good faith and by mutual agreement. All items not in dispute shall be paid as provided for .r•
65186 00210\40501718 3
operations of the THEATRE, then CITY shall reinstate VENUETECH on the same terms and conditions of
f •. Notwithstanding anything to the contrary, . s Agreement . :... providing a six (6) months' notice to VENUETECH in order for CITY to be in compliance with Article XVI of the State of California Constitution (which provides in part that a CITY cannot obligate itself where funding is unavailable).
•. Upon terminationof
operationAgreement, for any reason, all of the records in VENUETECH's possession pertaining to the VENUETECH's possession shall be immediately delivered to CITY. CITY shall then retain responsibility for all executory contracts in effect for agreements including, but not limited t,o talent fees, rental agreements and third party vendors. f -pwirmuiulLon of Agreement,
for any reason, or upon the passing of the date for renewal without a renewal of this Agreement for r -• or party is subjectto . notice of . ` breach . not been cured has set forth above, then all duties and obligations of VENUETECH with respect to the negotiation and booking of In -House and Season of Events shall cease without further obligation.
`, CITY agrees that it shall have no right to impose
control
CITY, or have not been cancelled, shall be assigned to C1 I T by T L11 SETECA, where shall assume, without reservation or change, subject to the consent of Performing Artist, Talent Agent or Talent Management, all rights, duties and obligations under such Talent Contracts, including, but not limited to: (i) responsibility for previously paid or unpaid contract deposits f final Talent Fees, and/orall contractand production requirements per the Technical Rider.
"
6 518 6.00210\40 5 01718.3
6.8(d) Should Performing Artist's Event(s) occur after VENUETECH's last day of management of THEATRE, whether the Talent Contracts or Technical Riders have been reissued or remain in original form as assigned to CITY, then CITY shall be responsible for all production anr other contractrequirements.
6.8(e) Unless and until a Talent Contract(s) has been reissued in the name of CITY, VENUETECH shall not offer, and CITY shall not accept, any writing purporting to reflect the particular terms or provisions of • beyond •, price. For avoidance of doubt,•' to preserve the privacy of Performing Artists who contract VENUETECH, the parties desire to prevent Contracts•m coming into contractspossession, which would render them public records subject to retention and disclosure requirements under the California Public Records Act (Government Code § et seq.). All between VENUETECH , • any third party,• but • i to Talent Contract(s) between VENUETECH and Performing Artists, are private contracts to which CITY is not . party . • which CITY does notbeyond the compensationforth Agreement.
7.1 Authoritv. VENUETECH is incorporated in the State of California and is duly licensed and authorized to engage as licensed fundraising counsel.
7.2 Standard of Performance. VENUETECH shall perform services with the degree of skill and care observed by national firms performing the same or similar services. comply with all applicable
Federal, State and/or local wage and hour laws, including, without limitation, withholding of social unemployment t- and other required taxes.
7.4 No Discrimination. VENUETECH shall make all employee decisions based on reasonable criteria and shall not discriminate based on race, creed, color, national origin or sex, or any other classification • protected by
shall7.5 ADA Disclairner. VENUETECH expressly disclaims any expertise, obligations or duty with . provide any oral or advice or i . • q with respect
compliance ♦ ♦ for
hereby represents and warrants to CITY that
VENUETECH is an independent contractor for Federal, state and local tax purposes. Further, VENUETECH hereby covenants and agrees to pay any and all Federal, state and local taxes required by • be •. • by •-r- •-including,•limitation,.:
taxes imposed by the Self Employmentr •
I-ights to operate the FACILITIES and authority to enter into this Agreement with VENUETECH for the management and operation of THEATRE and for the production of live entertainment, performing arts, school and community events.
651 96.00210\40501 71 9, 3
8.2 Maintenance and -Repair of flie 1LUEAAITURE. CITY shall maintain, or cause to be maintaine , the buildings, appurtenances and grounds of the THEATRE in substantial compliance with all then -current applicable laws, statutes, ordinances and regulations, federal, state and local, and in accordance with commercially reasonable standards, including within such maintenance, withoul limitation thereof, electrical and plumbing, equipment, carpentry and such other normal maintenance and repair work as may be reasonably necessary. • ♦ t & • _-representsance
it shall use best efforts to be and remain in compliance with the ADA Act of 1990 as amended, with respect to the THEATRE facilities and adjacent premises. On an as -needed basis, CITY shall provide written guidance to VENUETECH Executive Employees with information for any issues with respect to ADA compliance regarding the operation of THEATRE. CITY standards may not •..:- i •...'. is,- r• • • .r f • f` f • # •..: it .•
under the Americans with Disabilities •
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in the entertainment and cultural arts industry have associated inherent risks which include but are not limited to financial and other general liabilities. Both parties also acknowledge that a decision to produce entertainment, recreation or cultural Events, or any specific Event, may at times be made by CITY for reasons other than financial profit potential and that at times CITY may elect objectives. By entering into this agreement, CITY represents and warrants that it has evaluated this risk, fully understands • . is said risks and is willing and .ii` to accept financial obligations associated with this enterprise. VENUETECH will make every professional effort to increase the likelihood of both creative and financial success for productions held at THEATRE and will provide CITY with financial information forenable to best analyze both the financial realities as well as any operational and community benefits that may be realized by production of r"
i 1 Tkcatr VENUETECH shall provide one • _'
. VENUETECH
shall have sole responsibility and authority in the selection, hiring, compensation, benefits, supervision, discipline and/or discharge of Theatre Manager. For all purposes, Theatre Manager shall be -• to be an employee of VENUETECH.
attend9.2 AAditional Thoat[g_ �F�. VENUETECH shall have sole responsibility and authority in the selection, hiring, compensation, benefits, training, supervision, discipline and/or disc arge o all support employees. For all purposes, support employees shall be deemed to be employees of VENUETECH. In the event that CITY requests or requires training unique to CITY, CITY shall reimburse VENUETECH for costs associated with employee time and expenses of employees to such training.
authority9.3 No Co -Employment. VENUETECH and CITY shall not be co -employers and employee assigned to work at THEATRE shall work exclusively for VENUETECH. CITY shall have no i -compensation,benefits, supervision,discipline and/or discharge of r • - of
- sole and exclusive right to
establish policies for all VENUETECH employees assigned to work at or on behalf of 65196 00210\40501718 3
shallThis include, but f be limited to, hourly,.•` and bonus compensation,employee benefits, vacation schedules, holiday schedules, work schedules and all work related policies. ■ i • i r s..
.•i i i ii i i•" i i . f iI ' _ � • . ,
Talent1 .2 Authority - T�letit Contracts. VENUETECH is hereby authorized to negotiate and enter into • on behalf of ir In -House Events and the Seasonof
obligated by all the terms and conditions of each . Contract, 1 i + but • i to, fees required for talent and production requirements. The cost of talent fees shall be in conformance with the operating budget approved by CITY and all Talent Contracts be discussed with the Director of i
right10.3 Exclusive Authori!y All Events. VENUETECH shall have the sole and exclusive right to negotiate on behalf of CITY with Talent Agents, Performing Artists, Talent Managements and other artists' representatives for all Events at the THEATRE during the Term of this Agreement.
CITY acknowledges that VENUETECH has a developed good will and an outstanding professional reputation within the entertainment industry nationwide. These valuable established relationships with industry leaders include practices and methods and specific skills and expertise and experience which are deemed to be trade secrets of VENUETECH. CITY agrees to refrain from contacting any Performing Artist or Talent Agent or Talent Management, or "talent buying companies" for Events at THEATRE. VENUETECH shall use its goodwill, expertise and experience, together with its trade secrets for the benefit of CITY and THEATRE in the booking of Performing Artists at THEATRE.
10.4 Exclusive Authorijy T�chnical Riders, VENUETECH shall also have the sole and exclusive •,negotiateRiders for oEvents or `. • is Events, on behalf of THEATRE and CITY including production requirements, security, staffing requirements, bus and truck parking, air transportation, ground transportation, lodging, catering services, merchandise rights, financial settlement procedures, media rights, approval of marketing plans, approval of use accessibility and other related issues.
10.5 Backstagg & Seettrity. VENUETECH shall have the sole right to control access to backstage and on-stage areas when
Artists and their representatives are present and shall have the -right to assign control iiindividuals designated bPerforming Aaddition, VENUETECH shall have the sole right to select security employees for areas with stage and backstage access and to grant approval rights for this selection to Performing Artists or their designated representatives.
10.6 Meet & Greet with Artists. VENUETECH will make all reasonable efforts to accommodate CITY, its representatives, employees and guests, when requests are made to meet artists in secure backstage areas; however, both parties acknowledge that these decisions will always be within the sole control of # • Performing Artists and their representatives.
10.7 Perk)rming Artists' CbLiL_ It is understood by both parties that in most instances Performing Artists, Talent Agents and Talent Managers consider the terms of their Talent 651 86 00210\40501719.3
Contracts to be proprietary confidential information and will impose confidentiality requirements upon VENUETECH and expect that such informationbe held in confidence.• fulfill its duties under this Agreement, VENUETECH will be sharing confidential information with CITY.
CITY therefore agrees to not disclose this information to third parties other than its advisors, officials and key employees solely for the purpose of CITY's receiving legal, tax, business, policy i financial .•
10.8 Da It is agreed that VENUETECH shall have control over the day to day operation of THEATRE and shall make decisions on an ongoing basis relating to the operation and event production needs of the facilities of the THEATRE. CITY will assign a Project Liaison (as set forth above) to work directly with VENUETECH and to provide a communication link between CITY and VENUETECH, to provide . resource for questions that may arise from time to time, provide guidance when community issues surface and to give general guidance to VENUETECH. CITY may elect to change this Project Liaison from time to time and will give VENUETECH written notification when it elects to do so. that the THEATRE is a high profile public building and that many nonprofit and other community organizations will wish to use the THEATRE for the presentation of events in the Downey area.
In many instances, requests will be made to use THEATRE for discounted fees or at no cost. these individuals and groups and has included these provisions in the Business Plan. In addition to becoming a nuisance and being time consuming for CITY, this situation has the potential to •-n-nine the VENUETECH employees assigned to the managementofand decrease their ability to achieve financial goals established for them. It is agreed that VENUETECH and CITY will meet quarterly, or on an as -needed basis, to discuss the effectiveness of these strategies and that VENUETECH will adjust operating policies to reflect the desires of CITY concerning • • • • i •. • ii • ' �' •
•
10. i ork with CITY to
develop the annual operating budget and CITY shall have sole financial authority to approve the annual budget as well as any mid -year adjustments. VENUETECH shall provide financial reports, r additional inf• i as . •" reasonably • • by CITY. CITY accepts THEATRE,responsibility for the budget, and operating costs associated as well as the associated accounting with the as for•Events, Season of Eventsand Co -promoted Events that placemay be presented at THEATRE on CITY's behalf. CITY is retaining VENUETECH as a management and operating company and does not view VENUETECH as a financial partner or investor or expect VENUETECH to participate in the financial profit or loss of THEATRE or the Events that take
herebyTo the extent materials developed for the Business Plan by VENUETECH are protected, those materials shall remain the property of VENUETECH and are protected by copyright.
VENUETECH grants, • cost to CITY other than considerationscontained in this Agreement, a fully executable, non -expiring, nontransferable license agreement to CITY for its use of the written Business Plan for THEATRE. This license agreement shall grant CITY the right to use said plan for any public benefit purpose within the current and future geographic borders of Downey, California and its successors. CITY may make copies of said plan for its use; however, 651 86 00210\40501718 3
agrees•t knowingly sell or otherwise transferownership or • i of • plan to other individuals, agencies, organizations or businesses and will only use said plan for the benefit of the residents of CITY who through this Agreement have been granted rights to the benefits of said plan. With the exception of this non -expiring license agreement granted to CITY, trade secrets and other intellectual properties.
and all i • of , proprietary or confidential
nature, including all tangible or intangible property including but not limited to trade secrets, patents, or copyrightsis either r.("Confidentialir purposes • f this
Agreement, Confidential Information does not include: (i) information learned from a third party entitled to disclose i who is notIi . i of . contractual,'g. or fiduciaryobligation ........... ii', information which is or becomes known �tubliclg throuqwiggmi'kffl�&��� (iii) information already known by either party prior to disclosure from the other party, or (iv) or certain information CITY is required to disclose i the public.
12.2 VENUETECH understands and agrees that, in the performance of the work under this .. "` - • • r • . .• - . • r - s it i- .'
information owned or controlled by CITY. Such information may contain proprietary or confidential details.agrees that all informationdisclosed • VENUETECH by
CITY shall be r in strictest confidenceand used only performance of this Agreement. prudent businessperson would use to protect its own proprietary or confidential information.
EJ12EMMIJ Ri
13.1 N_,. During any Term of this Agreement, and on the non -renewal, expiration or earlier termination of this Agreement for any reason, the parties or any of t eir su s iaries, affiliates, employees or agents, shall not, either directly or indirectly (i) solicit, entice, or induce any employee, sub -contractor or agent of the other party to terminate employees' employment with the other party, without the express written consent of the other party. Solicitation by the parties, or its successorsor successor managementof any other party employee,• i of this provision without written consent by the other party, shall be deemed a material breach of this Agreement.
-
employee who terminates employment with the other party under the non -solicitation clause above. Such Proselytizing Fee shall be due no later than ten (10) days from the date of termination of such employee.
-
14.1 VENUtTECH Indemnlk . To the fullest extent permitted by law, VENUETECH shall defend counsel of ••indemnify,. • hold harmless CITY . • agents, officers, employees, and volunteers (collectively, the "Indemnitees") from and against any and all claims, costs, damages, injuries (including death), liabilities, obligations, losses, and expenses, of any kind (including without limitation incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert witnesses incorrect therewith, and costs of 65196 0021i 1 r
11 i T i • • " . i . i • ` i •or in part, the negligence, recklessness, or willful misconduct ot IT bil 111, L I LUri and its employees,
14.2 CITY Indemnity. CITY hereby agrees to indemnify,defend, • hold harmless VENUETECH, its agents, • employees,against .iI obligations, loss," i' expense, including reasonable attorneys' fees ("Loss"), arising out of CITY's sole negligence, active negligence, or willful misconduct, or that of its employees, agents, officers, and volunteers. procure prior • commencement of . • keep in forcefor
California.establish that the coverage described below is in place with companies licensed to do business in / / VENUETECH shallprovide i i of . • i
The insurance coverage d
Commercial` .Liability
including but not limited to, bodilN in - ;ur,,i.. broad forrm vertv damaqe, and contractual liability.
Coverage afforded CITY shall be primary insurance, to the extent of the indemnification provided by VENUETECH to CITY in this Agreement. Limits of liability shall include the following:
Bodily injury, one • d($1,000,000);
•) Property damage, one i •• 001 1i or
15.2(c) Combined single limit (CSL) for bodily injury and property damage, one million dollars ($1.0 per occurrence/$2.0 million aggregate) per accident for bodily injury and property damage.
15.2(d) Excess liability coverage $1,000,000, in form acceptable to risk manager of CITY.
Such insurance shall contain limits of liability of not less than $2 million per occurrence and aggregate.
15.3 Automobile, Liability Insuranc; Automobile liability insurance, including, non -owned and hired automobiles used by the VENUETECH or its employees in the performance of this Agreement shall have a minimum combined single limit of one million dollars ($1,000,000) for bodily injury and property damage.
15.4 Worker's. Compensation Insurance. Worker's Compensation insurance as required by the laws of the State of California including statutory coverage for Employers Liability with limits not less than one million dollars (1,000,000).
15.5 Professional Liabilitv Insurance. Professional liability (errors and omissions) insurance is required in the amount of one million dollars (1,000,000) per claim and in the aggregate.
15.6 Additional Insurance Provisions. The following additional provisions apply to the insurance coverage required as indicated in paragraph 15 above.
67186.00210\40501719 3
r+shall Council-
Commercialofficers, agents, and employees as additional insured in the aforementioned Comprehensive -ral Liability and Automobile Liability policies. The additional r endorsements shall be • r
r r . policies shall provide for1 days written• ,-
• CITY prior to cancellation,termination or ` - in coverage. r - holder shall be the same person and hathe
ve
address as indicated in P• .r r • of
r. :: r I Insurers shall have currentA.M.+ of not
A:V11, shall be licensed to do business in the State of California, and shall be acceptable to the
15.7 Notwithstanding the foregoing, the parties agree that VENUETECH purchases insurance coverage for general .r for r•sure specifically related to THEATRE operations and public events ("Event Insurance, Coveragg"). The direct cost of Event 1FXWj 'nt�� at THEATRE shall be %ense in the annual o�lcreratinig budget of direct costbe - f r to(withoutby
THEATRECITY. CITY has the right to approve any additional insurance before being obligated to pay.
15.8 Facilitv Client Evidenceof InsuranceC"bvera e. CITY authorizes VENUETECHto direct all THEATRE Clients to provide evidence of general liability insurance coverage to CITY. provide CITY with a certificate of
VENUETECH and their respective owners, officers and employees as additional insured for all Events, and (ii) provide an endorsement to the policy to require the insurance carrier to a prior written thirty 1 r.ys' notice to CITY for any change or i of • -
16.1 Records. CITY and VENUETECH agree to keep accurate, complete, and separate books and records of accounts in accordance with generally accepted accounting standards and procedures sin the basis of a calendar year. These books and records shall, without I imitation, show all income and expenditures, accounts payable, accounts receivable, available cash, and other assets and liabilities pertaining to THEATRE. A specific financial management system shall be agreed upon by parties.
r and/or - during
withoutnormal business hours of CITY, inspect all records and supporting and related documentation kept by VENUETECH and CITY relating to the management and operation of THEATRE, including • bills,i contracts, r correspondence.
Audit.16.3 sole expense, . is r an audit of account books and records connected with the management of - THEATRE.
16.4 Work P duct.
��, The parties acknowledge VENUETECH is providing the CITY with professional services and there is no work product, provided • executable,provide CITY with the Business Plan as set forth in Exhibit A and CITY shall be granted a fully • • • . • _ agreement• for use of - written Business
California.Plan for any public benefit purpose within the current and future geographic borders of Downey, 65186 0021 0\40501718.3
16.5 Ownershil) of Documents, Upon the expiration or termination of this Agreement for any reason, the originals of all records, data, files, memoranda, reports, studies and simi ar mater a shall be the property of CITY.
• QmLnership of Records Sbecific to VENUETECH. On the expiration, • the earlier termination of this Agreement for any reason, VENUETECH shall retain the ownership rights to contracts, memoranda, files and records relating to Talent Agents (including but not limited to artists management, artists, artists publicists, artists road managers and other artists rp-tresentatives', as well as all records relatim-atmwt-ti currentlp or iAreviouslil wo&� VENUETECH at • on behalf of THEATRE.
•
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17.1 Ac���,�)f Facsimil'---g-- - The Parties agree that this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a Party is delivered by facsimile transmission. Such facsimile signature shall be treated in all respects as having the same effect as an original signature.
17.2 ApjqqdMgq. This Agreement may be amended only by written agreement, signed by the parties to be bound.
17.3 Arb— . All disputes shall first be attempted to be settled by informal mediation between the parties. In the event an impasse is reached, all disputes shall be submitted to final and binding arbitration in accordance with the rules • the American Arbitration Association, to a single arbitrator selected by the Parties. The arbitrator's decision shall be a final and binding Jurisdiction
and venue over the parties by order of the court under a seated confidential agreement for same.
17.4 Assionment This Agreement may not be assigned by either party, and any attempted �u-
assignment shall be void.
17.5 Qqpgtq&q. The parties covenant and agree to take such further actions and to execute, acknowledge, and deliver such additional •i as may be reasonably required to implement the terms and conditions of this agreement.
17.6 CbLj jknLaM. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute • instrument. overned bv interpreted in accordance with the laws of the State of California. Any arbitration action or suit or proceeding with respect to this Agreement shall be brought exclusively in Los Angeles County in the State of California.
17.8 Intearation This Agreement contains the entire Agreement between parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between them.
17.9 Modification. No oral modifications, express or implied, may alter or vary the terms of this Agreement. No amendments to this Agreement shall be binding unless in writing and signed by an authorized representative of the Parties.
17. 10 N6&es. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duty given when received if personally delivered; when received if transmitted by telecopy; if received during • • hours on a • day (or if not, the next business day after delivery) provided that such facsimile is legible and that ♦ the time such facsimile is sent the sending party 65186 002 1 0\40501 7 18 3
receives written confirmation of receipt; if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified ma
City of Downey
Community Services Department
Downey City Hall
I I I I I Brookshire Avenue
Downey, CA 90241
Attn: Mr. Jason Chacon, Director
65186 0021 0\40501718 3
VenueTech Management
Group 2269 Chestnut Street
IN I I N no 1 -1111 N V TIINI 4-1
l7.l1$gMgrqhjjj!y. The provisions of this • are intended to be interpreted and construed of this Agreement is found to be partially or wholly invalid, illegal or unenforceable, such yrtvisi-tfr-siraK 'k-triviEft "i wyvmimi KrA
provision valid, legal and enforceable.
65186 0021 0\4050171 9 3
SIGNATURES
Downey Management and Consulting Services Agreement
CITY OF DOWNEY,
71T, In
By:
Date:
Attest:
C—Ity-clefic-
Approved as 0 Form:
M Aid
Im
65186.00210\40501718.3
VENUETECH MANAGEMENT
UPY INC.
By:
0 :n R. Lind, President
Date: 81501r-z—
CONTRACT FORMANAGEMENT AND CONSULTING SERVICES
Downey
DOWNEY, CALIFORNIA
Development of Managementa oyees System:
1) Develop and establish a professional management system designed to provide for the ongoing administration and management of the Theatre.
2) Hire, train and supervise all required full-time and part-time employees including but not limited to the Theatre Manager, box office manager, production manager, technical director, stagehands, technical staff, box office employees, ushers, ticket takers, custodians and other employees as needed.
3) Manage payroll and other employee systems.
4) Provide adequate workers compensation insurance for all employees working at or on behalf of the Theatre.
Theatre age e t and Consultation:
I ) Provide on -going management of the Theatre. The daily operation of this business will I'M coordinated by the Theatre Manager, who will be hired and supervised by the Vice Preside of VenueTech, who will serve as the Project Manager for the Downey contract. 2) Represent the City of Downey with regard to the use of the Theatre by third parties for t production of public and private events. VenueTech will negotiate, prepare and sign rent agreements, require insurance, make other requirements of Theatre Clients, provide services Clients and collect fees, rents and reimbursements on behalf of the City of Downey.
Recommend operating budgets, programmingmodels,rentaloperating •i licie
business strategies and changes to the Business Plan, where necessary, to the ity. in approval . be provided by •uncil with implementation the res ) Install, manage and operate the Theatre box office including the sale of event tickets, management of box office receipts, scheduling of patron seating and the management of patron sales information.
5) Develop an "in-house" programming plan for a season of entertainment and/or a series of festivals (art and music, film, ethnic, civic, holiday, etc.) for presentation at the Theatre and Theatre courtyard. This programming could possibly extend to other facilities in the general area as well. It is our intention to use the newly formed nonprofit organization as both a funding tool for these programming efforts and a vehicle for gaining community input into programming decisions.
6) Negotiate talent contracts for performing artists who will perform at the Theatre for those events or "Season of Events", to be produced in-house by VenueTec, on behalf of the City. 7) Negotiate technical riders and show advance services for those events to be produced in- house on behalf of the City, including production and equipment requirements, staffing requirements, security, bus and truck parking, air transportation, ground transportation, 65186 00210\40 50171 R.3
lodging, catering services, merchandise rights, financial settlement procedures, media rights, approval of marketing plans, approval of use of artists image, approval of artists recorded materials, media and public access to artists, backstage accessibility and other issues. 8) Manage the Theatre master calendar for performance, rehearsal, technical and production needs and maintenance schedules for all events during the twelve (12) month calendar year. 9) Negotiate and coordinate with third party caterers, concessionaires and other food and merchandise vendors.
10) Manage and operate any in-house concession program that may be implemented at the Theatre. 11) Coordinate the event production needs of all Theatre clients including the provision of production services such as technical support, stage equipment, production staff, public catering, backstage catering, box office, ushers, ticket takers and other related services. 12) Coordinate the event production needs of "house companies" including Downey Symphony and High School events, including the provision of production services such as technical support, stage equipment, production staff, box office (if required), ticket takers, ushers and other services these groups may require.
13) Provide Theatre clients with advice regarding event production, event promotion and other such support.
14) Provide the City with on -going programming and operating reports with information regarding ticket sales, market strength, sales trends, booking patterns, industry trends, entertainer routing possibilities and other data.
15) Provide insurance coverage as per the terms of this agreement. 16) Manage the daily operational needs of the in-house box office, including on -site point of sale, internet sales, direct mail and telephone sales.
Ma ketini! and Business evelo ent
1) The specific marketing and business development responsibilities of VenueTech will be as follows:
r` •• 10 lose • •• 1; L .. r -•
contractualin the - -• • r • ` .- or
those• •'i or promised • •long-standingbusiness relationship with such agencies. Therefore VenueTech shall have the sole and exclusive right, subject to budget approval by the City, to select graphic designers, printers, marketing agencies and other marketing professionals f• all • related to the artists protected by - contracts.
Subject to limitations of individual artists and their representatives, VenueTech shall have the sole and exclusive right to authorize the use of .•- depictions, photographs, •-• r audio reproduction of r • for promotion of produced by VenueTech on behalf of
r development . • implementation of all marketing. and advertising plans for• • Agencyartists and negotiation of each marketing plan with Talent Manager, Talent Agent or Talent -• •i
c) Coordination of personal appearances, interviews and "meet -and -greets" by performing 65186 00210\40501718 3
d) Development and approval of the use of all sales and advertising materials specific to In - House Events and Season of Events including brochures, ticket order forms, flyers, posters, billboards and print and electronic media.
e) Business development and marketing for the Theatre rental operation including the development of technical specification brochures, sales materials and other required collateral materials.
Daily Operational Ls
.sugs
1) VenueTech shall provide for the daily janitorial needs of the Theatre 2) VenueTech shall coordinate with the City for all major maintenance of the physical plant, notify CITY of maintenance issues and help ensure that communication with the appropriate City Departments is effective and professional.
3) VenueTech shall work closely with the City Staff to ensure that financial records, budgets, and budget updates are timely and accurate.
4) VenueTech shall coordinate all reporting requirements for the City Council and the City Manager through its contact with the City Staff.
5) VenueTech shall meet regularly with the assign "City Liaison", which shall be a City Employee at the Department Head level.
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W�M
DOWNEY, CALIFORNIA
10,14:111,11s:
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a) Provide a safe building that is appropriate for public assembly and that meets fire safety, public access, local zoning and other local, state and federal requirements. b) Assign a CITY Project Liaison to interface with VENUETECH with regard to all aspects of the THEATRE operation and to provide coordination and communication between CITY and VENUETECH.
c) Provide the funds required to operate the THEATRE and approve the annual operating budget of the THEATRE.
d) Provide the funds required to produce the In -House Events and Season of Events at the THEATRE.
e) CITY shall obtain, fund and maintain a "Merchant Account" for the purpose of providing credit card sales at the box office for the purchase of tickets by patrons for sales directly through the box office or for internet sales.
f) Review financial reports and provide direction to VENUETECH concerning the operation of THEATRE, the direction of the THEATRE business and the financial, business and community service goals of CITY regarding THEATRE. Make budget adjustments as necessary.
g) Review and approve the annual programming plan of the THEATRE as submitted by VENUETECH.
h) Provide guidance to VENUETECH regarding community interests and needs of the overall mission and goals of CITY with regards to THEATRE. Specifically provide VENUETECH with direction relating to any requests that may be made by local nonprofit organizations for free or discounted use of THEATRE.
i) Provide guidance to VENUETECH regarding the production of In -House Events or Season of Events that may not be profitable and therefore may require financial subsidy to meet objectives of CITY other than financial goals.
j) Provide A policies and procedures as per the terms of this Agreement and ensure that the THEATRE remain in compliance with AA laws and other public safety considerations.
k) Compensate VENUETECH timely for the services provided, as per the terms of this Agreement.
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WIN V tAX41 W No] 16405 FEW
The monthly management fee includes all required consultation and management services, including the work of VenucTech's Executive Team (President, Executive Vice President, Senior Vice President, Vice President, and General Counsel.) Additionally, the management fee includes the provision of the full-time, on -site Theatre Manager.
VenueTech is reimbursed for additional personnel required to support Theatre and Festival events. This Labor Overhead Reimbursement will be billed at direct cost plus 40% overhead for employer taxes, employer required insurance and other personnel and payroll expenses.
VenueTech is reimbursed for a small number of administrative expenses which are included in the table below.
Management Fee $20,800 per month This monthly fee is inclusive of all required consultation and billed in advance management services, including VenueTech's executive team and Theatre Manager.
Event & Direct costs plus VenueTech will provide all operational and event related labor Operations Labor 40% overhead billed with expenses reimbursed monthly. VenueTech will be paid Overhead in arrears labor overhead equal to forty percent (40%) of reimbursable Reimbursement wages to offset personnel overhead costs including workers compensation insurance, unemployment insurance, employer tax contributions, payroll expenses, personnel administration and other employment related costs.
Employee Direct Cost Should any part-time employee exceed an annual average of 30 Benefits hours per week VenueTech will be reimbursed for the employer Reimbursement contributions for health and disability insurance benefits.
Required Direct costs plus Should any employee qualify for paid time off due to Employee Time 40% overhead billed VenueTech employee benefits or federal or state law, Off in arrears VenueTech will be reimbursed for direct cost.
Insurance Direct Cost VenueTech purchases an insurance policy to cover general Reimbursement liability for exposure specifically relating to the public events hosted at the venues managed by the firm. VenueTech will be reimbursed for this insurance, based on the "attendance formula" used by the insurance underwriter.
Annual Research $3,000 Reimbursed annual research expense to offset costs associated Fee with the collection of industry data, artist touring data and information required for talent booking.
Cell Phone Direct Cost
Reimbursement for direct cost of cell phones of the Theatre Reimbursement
Manager and Technical Director.
This annual fee increase will apply to all fees included in this Annual Fee
5%
agreement with the exception of the 40% labor overhead.
Increase
65186 00210\4050 1718 3
2021-22 Fiscal Year
• Totals:
Totals
810
3525
5 4335 14
7/23/2022
lOnSta e Downey _
75 2905
14 2
7/29/2022
Art Dance Academy
75 660
6 3
Totals
2045
11445
i
30 9775 5
8/7/252
Dances of Peru
35 476
9 1
8/20/2022
Te Varua Ori
60 645
9 1
Totals
3170
20856
77 15380 2
9/3/2022
Ori eves
50 660
9 1
9/10/2022
'Thee Academy
75 1134
12 2
9/25/2022
Palestine Foundation
25 425
6 1
Totals
3415
24196
122
15380
4 Doweny Theatre Presenting Shows
Legacy Organization Events
Outside Facility Rentals