Agenda Item No: M.1
AGENDA REPORT
DATE: May 5, 2026
TO: Mayor and Council
FROM: David Gassaway, City Manager
SUBJECT: CD Contract Negotiations with the Downtown Theatre Foundation for the Arts
Discussion and Direction Regarding Contract Negotiations with the Downtown Theatre Foundation for the Arts
Funding Source: $190,000; General Fund
Contact: Dave Zellers, (707) 428-7436
RECOMMENDED ACTION
Receive report, open discussion, and provide direction to staff.
STATEMENT OF ISSUE
City staff have been working with the Downtown Theatre Foundation for the Arts (DTFA) to prepare a new contract following City Council direction to do so in December 2025. To complete the negotiations, additional direction is required based on DTFA’s responses and requests during negotiations.
DISCUSSION
In December 2025, following the completion of a Request for Proposal (RFP) process, council directed staff to negotiate a new contract for the operation of the city’s theatre facility with DTFA.
During the council discussion on this matter direction was given for a two year contract and for the council to be able to appoint members to the DTFA Board of Directors.
City staff met with DTFA’s negotiating team three times since the start of 2026 to work on a new contract. While many issues have been mutually agreed upon by the negotiators, there are two counterproposals from DTFA that do not align with council’s prior direction. The first is the length of term of the new contract. DTFA has requested a term longer than two years based on the rhythm and timing of arranging performances, marketing the facility, and ramping up to meet other conditions & terms proposed for the new contract. City staff are open to DTFA’s
counterproposal of a longer contact period . Staff propose for council discussion a three year initial contract term with the possibility for two additional extensions of eighteen months each.
The second matter for council direction is the appointment of individuals with the DTFA Board of Directors. DTFA is an independent 501c3 that has operated with a self -selected Board of Directors. According to the by-laws, the Board can have up to 12 members. While the DTFA has indicated in negotiations they are willing to make by -law changes that would align to non-profit best practices for term lengths and officer terms, concern has been raised over the council appointing individuals to the Board of Directors of an independent entity. DTFA’s concern is two- fold. First, their contention is that those appointees from the council may act more in the best interest of the city rather than have fidelity to the mission of the independent entity. Second, concern has been expressed that having the council take a vote on making appointments to an independent entity would then subject the DTFA to the Brown Act in the same way the council is.
The City Attorney’s Office has reviewed the latter concern; if council chose to appoint one of its own members and/or the member of another city board or commission (ex. the planning commission), then the Brown Act would apply to the DTFA Board of Directors. However, if the council appointed a member of the public or city staff to the DTFA Board of Directors then the DTFA Board of Directors would not be subject to the Brown Act.
As to the former concern, during negotiation city staff presented a compromise concept whereby DTFA could recommend individuals for appointment to the council’s nomination committee for consideration. Council would not be committed to appointing a DTFA recommended individual, but this is a collegial approach to achieve the shared goal of DTFA and the City to see the theatre facility thrive through increasing its utilization and achieving financial maturation. City staff propose for council discussion the compromise as described with the understanding that ultimately as the theatre is a city facility and DTFA’s mission is the support of the theatre there should not be an inherent conflict confronting a city appointed member of the DTFA Board of Directors.
FINANCIAL IMPACT
The contract will cost the city at least $120,000 annually from the General Fund to support the DTFA in addition to approximately $70,000 in utility costs for the theatre facility.
PUBLIC CONTACT/ADVISORY BODY RECOMMENDATION
N/A
ALTERNATIVE ACTION
Council may decide to provide other direction at its discretion beyond staff’s recommendation.
COORDINATED WITH
City Manager’s Office, City Attorney’s Office, and the Parks & Recreation Department
STAFF CONTACT
Dave Zellers, Director of Community & Economic Development (707) 428-7436
[email protected]
ATTACHMENTS
Attachment 2: Correspondence between City of Fairfield and DTFA dated March 25, 2026 , Summarizing Negotiations to Date