Item No. 15
STAFF REPORT
DATE: June 22, 2026
TO: Honorable Mayor and City Council
FROM: Dr. Sean M. Moore, City Manager
PREPARED BY: Megan Wolfe, Director of Community Services SUBJECT: Props AV Agreement for Rental Sales and Booking Support at the YPAC RECOMMENDATION:
That the City Council:
1. Approve the Rental Sales and Booking Support Agreement with Props AV for services at the Yucaipa Performing Arts Center for an initial two-year term commencing July 1, 2026 and ending June 30, 2028; and
2. Authorize the City Manager to execute the agreement and any minor non -substantive modifications approved by the City Attorney; or
3. Provide further direction to staff.
BACKGROUND/DISCUSSION:
On April 27, 2026, the City Council received and considered the Yucaipa Performing Arts Center (YPAC) Transition Plan. As part of that discussion, City Council evaluated several operational models for the facility, including maintaining current operations, transitioning to a rental -focused public - private partnership, transitioning to private management through a competitive solicitation process, and/or facility closure. Following discussion, City Council directed staff to pursue Option 2, a rental - focused public -private partnership model, utilizing Props AV as the City's strategic partner to assist with rental sales, booking support, and client acquisition services.
The proposed agreement establishes a partnership whereby booking support services, including:
• Lead generation and business development efforts;
• Rental sales and customer acquisition;
• Facility tours and rental consultations;
• Coordination with prospective renters;
Marketing support and venue promotion;
Props AV will provide rental sales and
06/22/2026 City Council Agenda
224
• Event coordination support; and
• Monthly reporting on leads, bookings, projected revenue, and marketing activities.
Linder the agreement, the City retains ownership and operational control of the facility. The City will continue to approve all rentals, establish rental rates, manage facility policies, oversee scheduling priorities, and retain the authority to reject any event that is inconsistent with City policies or community standards.
The agreement is specifically structured to incentivize increased utilization and cost recovery.
Compensation is performance -based and tied directly to rental revenue generated through Props AV's sales efforts. The agreement term is two years, beginning July 1, 2026, and ending June 30, 2028, with the option for two additional two-year extensions subject to mutual agreement by both parties.
Staff believes this partnership will advance City Council's goal of reducing the General Fund subsidy associated with facility operations while preserving community access and City oversight.
FISCAL IMPACT:
The agreement is structured as a performance -based revenue -sharing model. Compensation to Props AV is paid only from rental revenue generated through their documented sales efforts.
The partnership is anticipated to improve facility utilization and increase cost recovery at the YPAC.
During the YPAC Transition Plan review, staff estimated that implementation of the rental -focused public -private partnership model could reduce the annual net General Fund cost of YPAC operations to approximately $100,000.
Sufficient funding has been included within the Community Services Department budget to administer the agreement and support ongoing facility operations.
Attachment(s):
1. Rental Sales and Booking Support Agreement between the City of Yucaipa and Props AV 06/22/2026 City Council Agenda 225
1:1IYI1 xvis1U101�IIaI
06/22/2026 City Council Agenda 226
YUCAIPA PERFORMING ARTS CENTER
RENTAL SALES AND BOOKING SUPPORT AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA
A CALIFORNIA MUNICIPAL CORPORATION
AND
PROPS AV
CITY 01:
�1!
Form Approved
06/22/2026 City Council Agenda
00091740,2
227
THIS RENTAL SALES AND BOOKING SUPPORT AGREEMENT ("Agreement") is made and entered into this I" day of July, 2026 ("Effective Date"), by and between the CITY OF YUCAIPA ("City"), and Props AV ("Contractor"). For the purposes of this Agreement City and Contractor are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
I . The City owns and operates the Yucaipa Performing Arts Center ("YPAC"), located in the City of Yucaipa.
2, The City desires to increase rental activity, improve cost recovery, and expand utilization of YPAC through strategic rental sales and booking support services.
3. The City desires to retain Contractor to provide rental sales, lead generation, booking support, and related services for YPAC, and Contractor desires to provide such services pursuant to the terms of this Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION X. TERM QF AGREEMENT
a. Term of Agreement: This Agreement shall take effect July 1.2026 and shall continue until June 30, 2028 unless earlier terminated pursuant to the provisions herein. By a mutual agreement in writing, City and Contractor, this Agreement may be extended for two, two- year terms. Conditions and fees will be negotiated at time of the written extension. b. This Agreement shall be terminated at the discretion of City should the Contractor fail to fulfill requirements as specified herein, subject to the appropriate notice and remedy requirements set forth below.
c. Contractor agrees to comply with City's Drug Free Workplace Policy. d. In the event of any action between City and Contractor seeking enforcement of any of the terms and conditions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, reasonable costs and expenses and reasonable attorney's fees.
e. This Agreement may only be amended or modified only by written agreement executed by all Parties to this Agreement.
f. Standard of Performance: Contractor shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions. It is understood and agreed that Contractor has the professional skills, experience, and knowledge necessary to perform the work agreed to be performed under this Agreement, that City relies upon the professional skills of Contractor to perform Contractor's work in a professional manner, and. Contractor thus agrees to perform the work. Contractor is 0��6�C�finlcil Agenda 228
apprised of the scope of the work to be performed under this Agreement and Contractor agrees that the work shall be performed competently.
g. Contractor, in the conduct of the services contemplated hereunder, shall abide by all laws, City ordinances and general rules and regulations relating to all activities. h. Both parties hereto in the performance of the agreement will be acting in an independent capacity, and not as officers, agents, employees, partners, or joint venturers of one another.
SECTION 2. Scon off' SERvim
Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Contractor agrees to perform the services and tasks set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Services"), and the City agrees to retain and does hereby retain Contractor for the Services.
a. Contractor shall provide rental sales and booking support services for YPAC as described in Exhibit "A," attached hereto and incorporated herein by reference. b. Contractor shall perform all services in a professional manner consistent with industry standards applicable to entertainment venues, event facilities, and performing arts centers. c. City retains the right to conduct City -sponsored programming without compensation owed to Contractor unless the booking originated directly through Contractor's documented sales efforts.
d. City reserves the right to reject or cancel any proposed event, rental, or booking that City determines is not in the best interests of the City or inconsistent with City policies. e. Contractor shall help with the marketing and promotion of the YPAC as a regional event venue for but not limited to:
1. Entertainment events,
2. Proms
3. Quinceaneras
4. Weddings
5. Corporate events,
6. Private rentals,
7. Conferences,
S. Nonprofit events,
9. and community functions;
f Respond to rental inquiries in a timely and professional manner. g. Coordinate facility tours and preliminary rental discussions. h. Evaluate systems in place to improve efficiency and decrease costs. i. Coordinate with City staff regarding scheduling, logistics, operational requirements, sales records and booking documentation.
j. Provide monthly written reports summarizing:
1. leads generated,
2. pending opportunities,
3. confirmed bookings,
4. projected revenue,
5. marketing activities,
0 PQ� cpl&&�TilAgenda 229
d. and lost business opportunities;
SECTION 3. COMPENSATION
a. Compensation Structure
As compensation for services provided under this Agreement, the City shall pay Contractor Nifty percent (50%) of the rental revenue collected by the City for rentals directly generated through Contractor's documented sales, marketing, lead generation, or booking efforts.
For purposes of this Agreement, "rental revenue" shall mean facility rental fees collected by the City from a client for use of the YPAC. Rental revenue shall not include refundable security deposits, ticket sales, concession revenue, alcohol sales, sponsorships, City - produced events, City -sponsored events, grants, donations, or any other revenue source not directly associated with the facility rental agreement.
Contractor shall only be entitled to compensation for rentals that can be reasonably documented as originating from Contractor's efforts and that result in a fully executed rental agreement and payment to the City.
b. Payment Procedures
Compensation shall be considered earned only after all of the following conditions have been satisfied:
1. The rental client has executed all required agreements and paid all applicable rental fees to the City;
2. The contracted event or rental has occurred and concluded;
3. Any post -event reconciliation, damage assessment, or adjustment to rental charges has been completed by the City; and
4. The City has verified the final rental revenue amount eligible for compensation.
5. Following completion of the above requirements, the City shall process payment to Contractor in accordance with the City's standard accounts payable procedures and check -writing schedule.
SECTION 4. INDEPENDENT CONTRACTOR
a. Contractor shall provide a dedicated sales team consisting of 2 members focused on rental sales and client acquisition for YPAC.
b. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against Agenda 230
City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. c. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Contractor expressly waives any claim Contractor may have to any such rights.
SECTION 5. INSURANCE
Contractor shall provide and maintain insurance, acceptable to City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by Contractor, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. Contractor shall provide the following scope and limits of insurance:
GENERAL LIABILITY INSURANCE. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal Sc advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
If'the Contractor 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 the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Other Insurance Provisions
Additional Insured, City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 20 26, CG 20 33, or CG 20 38),
Primary Coverage. For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 0104 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it.
06"AWq (Jyg oP*i1 Agenda 231
Notice of Cancellation. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self -insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance.
Waiver of Subrogation. Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether City has received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents, and subcontractors,
Self -Insured Retentions Self -insured retentions must be declared to and approved by City. City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A: VII, unless otherwise acceptable to City
Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy Ianguage effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
SECTION 6. INDEMNITY
a. To the fullest extent permitted by law, Contractor shall indemnify, protect, defend (with legal counsel reasonably selected by City) and hold harmless City and any and O j2( 6
,2q?U�pj4il Agenda 232
all of its elected and appointed officials, officers, employees, independent contractors, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Contractor), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of experts or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, performance of Services by Contractor, its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control, Contractor's duty to indemnify, protect, defend, and hold harmless Indemnified Parties, shall not include any Claims arising from the negligence or willful misconduct of the Indemnified Parties.
To the fullest extent permitted by law, City shall indemnify, protect, defend (with legal counsel reasonably selected by Contractor) and hold harmless Contractor and any and all officers, employees, independent contractors, representatives and agents (" Contractor Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Contractor), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of experts or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, the negligence or willful misconduct of City, its officials (elected or otherwise) officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. City's duty to indemnify, protect, defend, and hold harmless Contractor Indemnified Parties, shall not include any Claims arising from the negligence or willful misconduct of the Contractor indemnified Parties. b. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from every Contractor, subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement and this section. %RiN&ft&o�fil Agenda 233
SECTION 7. NOTICES.
(a) Method of Delivery. All notices, demands, or communications required under this Agreement shall be in writing, and shall be deemed "given" and "received" when:
(i) Personal Delivery: Delivered in person to the recipient; (ii) Reputable Courier: Delivered by a recognized overnight delivery service (e.g., FedEx, UPS) with a receipt showing date and time; or
(iii) Certified Mail: Three (3) business days after deposit in the U.S. Mail, postage prepaid, certified, return receipt requested.
(b) Address of Record.
To City: City of Yucaipa
Attn: City Manager
34272 Yucaipa Blvd
Yucaipa, CA 92399
To Contractor:
Props AV
Attn: Brady Westbrook, Owner
P.O. Box 2042
Beaumont, CA 92223
(c) Courtesy Email Copies. While the formal notice must be sent via the methods in subsection (a) above, the Parties shall endeavor to provide a courtesy copy via email to the representatives listed above. Email notice alone shall not constitute "formal notice" for purposes of termination or breach.
(d) Change of Address. Consultant shall provide written notice to City of any change of address within five (5) business days.
SECTION 8. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Contractor to the performance of its obligations hereunder. 0 ')qtb*p iCi1 Agenda 234
SECTION 9. LAW To GovERN, VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of San Bernardino, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Riverside, SECTION 10. ATTORNEY'S FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
[SIGNATURES To FOLLOW]
O (. j ft& p�gil Agenda 235
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
CITY OF YUCAIPA:
By:
Dr. Sean Moore, City Manager
ATTEST;
CITY CLERK
By:
Ana Sauseda, MMC
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Steven Pacifico, City Attorney
CONTRACTOR:
0 Brady Westbook, Owner
06/22/2026 City Council Agenda 236
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide professional rental sales, booking support, marketing coordination, and client acquisition services for the Yucaipa Performing Arts Center ("YPAC") in accordance with the terms of the Agreement and subject to City oversight and approval.
1. SALES STAFFING AND ACCOUNT MANAGEMENT
Contractor staff responsibilities shall include, but not be limited to:
a. Responding to rental inquiries received through:
• phone calls,
• email inquiries,
■ website submissions (Hubspot),
referrals,
• and direct outreach efforts;
b. Managing prospective client communications in a professional and timely manner; c. Serving as the primary sales contact for prospective renters during the inquiry and proposal phase;
d. Maintaining regular communication with City -designated staff regarding active leads, scheduling, and operational coordination.
2. CLIENT OUTREACH AND BUSINESS DEVELOPMENT
Contractor shall conduct ongoing business development and lead generation efforts designed to increase facility rentals and expand YPAC's market presence.
Such efforts may include:
• direct outreach to event promoters,
• outreach to corporate event planners,
• engagement with entertainment industry contacts,
• coordination with nonprofit organizations,
• networking with regional tourism and hospitality partners, • participation in venue listing platforms,
• and development of prospective client databases.
Contractor shall use commercially reasonable efforts to identify and pursue new rental opportunities that align with City policies and operational capabilities.
3. FACILITY TOURS AND RENTAL CONSULTATIONS
Contractor shall:
• coordinate and conduct facility tours for prospective clients; • provide general rental information;
• discuss venue capabilities and available spaces;
• explain general operational requirements;
• and assist prospective renters in understanding venue options and preliminary event logistics,
Contractor shall not make binding commitments on behalf of the City regarding:
pricing,
• availability,
06/22/2026 City Council Agenda 237
staffing,
rental approvals,
or contractual terms.
4. RENTAL PROPOSALS AND PRELIMINARY EVENT PLANNING
Contractor may assist in preparing preliminary rental estimates, event concepts, and planning discussions for prospective renters.
Services can include:
QP preliminary space planning;
• discussion of production capabilities;
• event timeline coordination;
• general staffing estimates;
• identification of technical requirements.
All final pricing, staffing requirements, rental terms, and operational determinations shall remain subject to City review and approval.
5. EVENT COORDINATION SUPPORT
Upon confirmation of a booking by the City, Contractor may assist with coordination activities including:
• communication with renters;
• production coordination;
• event logistics coordination;
• and hold meetings to help coordinate the following:
• staffing,
• security,
• public safety,
• alcohol service,
• catering service,
• event approvals,
+ and facility operations.
6. MARKETING COORDINATION
Contractor may coordinate with City staff regarding:
• rental marketing initiatives;
• promotional campaigns;
• advertising opportunities;
• venue photography and promotional materials;
• digital marketing efforts;
• and social media promotion related to rentals.
All use of City branding, logos, and marketing materials shall require City approval.
7. PERFORMANCE EXPECTA'rIONS
Contractor shall:
• maintain professional customer service standards;
• respond to inquiries within two (2) business days whenever reasonably possible; 06/22/2026 City Council Agenda 238
• actively pursue rental opportunities;
maintain accurate booking records;
and support the City's goal of increasing YPAC rental utilization and cost recovery.
Failure to maintain satisfactory performance may constitute grounds for termination of the Agreement.
06/22/2026 City Council Agenda 239