8I
Date: August 19, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Jordan Rumery, Senior Business Manager | [email protected] Subject: Supplemental Material #1 for Agenda Item 8I
DISCUSSION
Post the preparation of this contract services agreement, TOCA has elected a new President, Camilla Sefarian, for their organization. Camilla Seferian is now their designated signatory for this agreement and this has been adjusted in the revised agreement attached.
ATTACHMENT
1. TOCA 2025-27 Annual Agreement (revised signatory)
1 [TCAF Agreement 25-27.doc] 1
CONTRACT SERVICES AGREEMENT
This CONTRACT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2025 (“the Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”) and the TORRANCE CULTURAL ARTS FOUNDATION, a California nonprofit public benefit corporation (“FOUNDATION”).
RECITALS:
A. CITY operates the Torrance Cultural Arts Center (“the Center”) to foster the cultural enrichment and education of the community and to enhance the quality of life to CITY through:
•Providing visual, performing and literary arts programs •Facilitating cultural programs provided by other groups in the community •Developing and serving the widest possible audience for cultural programs •Providing facilities for cultural programs and other community uses •Promoting and developing partnerships between cultural groups B. FOUNDATION provides assistance to CITY in a number of areas related to publicizing the Center and booking events at the Center; and C. CITY now wishes to enter into this Agreement to obtain the continued assistance of FOUNDATION with areas related to publicizing the Center and booking events at the Center.
AGREEMENT:
1. Purpose of Agreement
CITY shall retain FOUNDATION to assist in promoting and advertising the Center and in obtaining bookings for events at the Center. The parties understand and agree that FOUNDATION, while retained under this Agreement, will also be rendering other services to its members and to the public generally.
2. Services to be Provided by FOUNDATION
FOUNDATION will:
•Provide a seasonal series of approximately twenty-five programs for a general audience with a majority being family friendly. •Provide quality artistic productions to the Center.
•Provide well known performers to the Center.
2 ATTACHMENT 1
[TCAF Agreement 25-27.doc] 2
•Provide an annual report to CITY in regards to the success of FOUNDATION in accomplishing the above goals and indicating programming projections for the following year.
•Provide a procedure for credit card entries made at the time of telephone ticket purchases to be used for charge purchases, and that only a picture ID of the card-holder, rather than machine “card- swiping”, be necessary at the time of ticket pickup at a FOUNDATION- sponsored performance. However, should a large block of tickets, 20 or more, be purchased by telephone for a performance, the Box Office is to follow traditional procedure and require presentation of the credit card at the time of ticket pickup for a machine imprint of the card.
FOUNDATION agrees to be responsible for any fraudulent credit card purchases resulting from this practice. As part of the Agreement, the Box Office or appropriate CITY financial department will alert FOUNDATION as soon as a fraudulent credit card charge is discovered.
•Assume full responsibility for all ticket sales which are initiated by any parties other than the Box Office. This includes the collection and processing of payments, the assignment, tracking and distribution of tickets, and any other related customer service matters. The Box Office will act only to process orders from customers who contact them directly, either in person or via the Box Office phone line.
3. Term
FOUNDATION will be retained under this Agreement and bound by the terms herein, from the Effective Date through June 30, 2027.
4. Compensation
For services rendered pursuant to this Agreement, FOUNDATION will receive one (1) annual payment of $74,400 in cash, which will be paid on July 31, 2025, and July 17, 2026 respectively. In addition to the cash payments, FOUNDATION will also receive from CITY the following budgeted amounts: $30,000 per annum for certain in- kind support services, which may include printing, mailing and clerical services; $50,000 per annum for Theatre labor expenses; and, $15,000 per annum for facility use for other Cultural Arts Center venues. However, under no circumstances will the total compensation in cash, services, and other expenses, paid by CITY to FOUNDATION pursuant to this Agreement, exceed the sum of $338,800.00 (“the Agreement Sum”), unless first approved in writing by CITY.
5. Non-Liability of CITY Officers and Employees
No officer or employee of CITY will be personally liable to FOUNDATION in the event of any default or breach by CITY or for any amount that may become due to FOUNDATION.
3 [TCAF Agreement 25-27.doc] 3
6. Indemnity
FOUNDATION agrees to indemnify, defend, and hold harmless CITY, the successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively “CITY Affiliates”) from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence.
The obligation to indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees arising from the negligent acts or omissions, or willful misconduct of FOUNDATION, its officers, employees, agents, subcontractors, or vendors. FOUNDATION’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of CITY Affiliates, except for liability resulting solely from the negligence or willful misconduct of CITY Affiliates. Payment by CITY is not a condition of precedent to enforcement of this indemnity. In the event of any dispute between FOUNDATION and CITY as to whether liability arises from the sole negligence of CITY Affiliates, FOUNDATION will be obligated to pay for the defense of CITY Affiliates until such time as a final judgement has been entered adjudicating CITY Affiliates as solely negligent. In the event of such a determination, FOUNDATION will not be entitled to any reimbursement by CITY of defense costs, including but not limited to attorney’s fees, expert fees and costs of litigation.
7. Insurance
FOUNDATION and its subcontractors must maintain at their sole expense the following insurance, which will be full coverage, not subject to self-insurance provisions:
A. Automobile Liability, including owned, non-owned and hired vehicles with at least the following limits of liability:
(1) Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and
(2) Primary Property Damage of at least $250,000 per occurrence; or (3) Combined single limits of $1,000,000 per occurrence.
B. Commercial General Liability including coverage for premises, products, and completed operations, independent contractors/vendors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.
4 [TCAF Agreement 25-27.doc] 4
C. Workers Compensation coverage as required by the Labor Code of the State of California and, if workers’ compensation is required, employer’s liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by FOUNDATION, its employees, agents and subcontractors.
D. The insurance provided by FOUNDATION will be primary and non- contributory.
E. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.
F. FOUNDATION must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.
G. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.
H. Acceptability of insurers: Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to CITY.
I. If FOUNDATION maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by FOUNDATION. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.
J. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of FOUNDATION.
K. FOUNDATION hereby grants to CITY a waiver of any right to subrogation which any insurer of FOUNDATION may acquire against CITY by virtue of the payment of any loss under such insurance. FOUNDATION agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
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5 [TCAF Agreement 25-27.doc] 5
8. CITY Representative
Jordan Rumery, Senior Business Manager, is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to FOUNDATION.
9. FOUNDATION Representative
The following principal(s) of FOUNDATION are designated as being the principal(s) and representative(s) of FOUNDATION authorized to act on its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:
Chris Wolf, Executive Director
10. Independent Contractors
Nothing contained in this agreement will make either of the parties the partner of the other, nor be construed as creating a joint venture between the parties, Both parties will at all times be deemed to be independent contractors. FOUNDATION will have no right to obligate CITY in any manner whatsoever, and nothing in this Agreement will be deemed to give any rights to any third party. While FOUNDATION agrees to perform the duties set forth in the Agreement, FOUNDATION has sole control over the management of these activities in the manner in which these duties are carried out.
11. Reporting Procedure
FOUNDATION agrees to provide CITY with an annual executive summary, and oral report with supporting material of its activities and efforts with regard to this Agreement, before the Cultural Arts Commission so that they may recommend that City Council accept and file.
12. Conflict of Interest
A. No officer or employee of CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that effects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an 6 [TCAF Agreement 25-27.doc] 6
offer or employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or purchase request, influencing the content of any specification or procurement standard, rending of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
13. Notice
A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:
(1) Personal delivery. When personally delivered to the recipient:
notice is effective on delivery.
(2) First Class mail. When mailed first class to the last address of the recipient known to the party giving notice; notice is effective three mail delivery days after deposit in an United States Postal Service office or mailbox.
(3) Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.
(4) Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account; notice is effective on delivery, if delivery is confirmed by the delivery service.
(5) Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice; notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.
Addresses for purpose of giving notice are as follows:
FOUNDATION: Torrance Cultural Arts Foundation
P.O. Box 10416
Torrance, CA 90505
Fax: (310) 378-0044
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7 [TCAF Agreement 25-27.doc] 7
CITY: City Clerk
City of Torrance
3031 Torrance Boulevard
Torrance, CA 90503
Fax: (310) 618-2931
B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable to the postal authorities, messenger or overnight delivery service.
C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.
14. Prohibition Against Assignment and Subcontracting
This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or FOUNDATION without the prior written consent of the other. ///
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8 [TCAF Agreement 25-27.doc] 8
15. Authority to Execute
The person(s) executing this Agreement on behalf of FOUNDATION warrant that (i) FOUNDATION is duly organized and existing; (ii) they are duly authorized to execute this Agreement on behalf of FOUNDATION; (iii) by so executing this Agreement, FOUNDATION is formally bound to the provisions of this Agreement; and (iv) entering into this Agreement does not violate any provision of any other agreement to which FOUNDATION is bound.
CITY OF TORRANCE, TORRANCE CULTURAL ARTS
a municipal corporation FOUNDATION,
a California nonprofit public benefit
corporation
By: ________________________ By: _______________________ George K. Chen, Mayor Camilla Seferian, President ATTEST:
By: __________________________
Rebecca Poirier, City Clerk
APPROVED AS TO FORM:
PATRICK Q. SULLIVAN
City Attorney
By: ______________________
Jennifer V. Guerrero
Deputy City Attorney
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