HomeMy WebLinkAbout07. Approve Ext of Agrmt w-Venuetech Mgmt Group, Inc. for Mgmt & Consulting Srvcs of Downey Civic Theatre�MTMARVi
OFFICE OF
BY: PAMELA J. PASSOW, DIRECTOR OF i
Me - •; i 1
EXTENSION i
INCORPORATED i' MANAGEMENT AND CONSULTING SERVICES OF
DOWNEY CIVIC THEATRE
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That the City Council approve a three year extension to the existing agreement with VenueTech
Management Group, Incorporated to provide management and consulting services for the
Downey Civic Theatre.
The City dedicated the 738 -seat, 36,665 sq. ft. Downey Civic Theatre on April 18, 1970. City
staff operated the Downey Civic 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 that the City operated the Theatre very little operational change occurred during four
decades although entertainment tastes and community demographics experienced a significant
shift.
Over the subsequent four decades the performing arts needs and demands of the community
changed as the community demographics and preferences have shifted. Two legacy
organizations, Downey Symphony and the Downey Rose Float Beauty Pageant, call the
Downey Civic Theatre home for their signature events and have continued to flourish by
adjusting to the ever shifting changes in the community's appetite for the visual and performing
arts.
On September 9, 2009, the City Council formed a Theatre sub -committee. The sub -committee
meets regularly and reviews types of shows, financial aid requests, and other Theatre business.
On April 13, 2010 the City Council approved issuing a Request for Proposal for Management
and Operation of the Downey Civic Theatre. The sub -committee recommended that the City
maximize the use of the Theatre by changing the operating structure of the theatre to include a
presenting series of concerts and performances that would attract residents of Downey and the
EXTENSION OF AGREEMENT WITH VENUETECH MANAGEMENT GROUP, INCORPORATED FOR
MANAGEMENT AND CONSULTING SERVICES OF THE DOWNEY CIVIC THEATRE
OCTOBER 9, 2018
surrounding region. Staff prepared a Request for Proposal and after reviewing responses from
six organizations and individuals, VenueTech Management Group Incorporated was selected at
the November 23, 2010 City Council Meeting.
The initial term with Venuetech was from December 1, 2010 through December 31, 2015.
Venuetech started on-site on January 26, 2011 as City staff transitioned and the new
management introduced spearheaded by existing Theatre Manager, Amber Vogel. City Council
approved a three year extension through December 31, 2018. Staff recommends extending the
term for an additional three years through December 31,;2021. This will be the final extension of
the current agreement. The agreement continues to include a CPI -U adjustment annually with
the July billing.
DISCUSSION
The FY 2011/12 was the first full year under the management of VenueTech Management
utilizing a very similar budget format during the City operation. Since that time, the budget
process is closely coordinated with VenueTech and City staff. The Downey Civic Theatre
budget consists of both the maintenance and operation budget that includes all utilities
(telephone, gas, electricity, sewage), janitorial, security and fire alarms, elevator service, HVAC
service, liability insurance, facility rental, general facility maintenance expenses, and fountain
maintenance/repair. Revenue generated by the Downey Civic Theatre is collected and
deposited to the City and posted in revenue accounts that are defined as Downey Theatre
Rentals, Food & Beverage fees, Theatre Merchandise, Theatre Enhancement Fee, and Theatre
In-house Performance revenue. Each of these revenue accounts are influenced by the number
of rentals each year, and the number of tickets sold for each of these rental clients and/or
presenting series.
Over the past two years, City staff and Venuetech representatives have met with the current
members of the Theatre sub -committee made up of Council Member Alex Saab and Council
Member Blanca Pacheco to allow for Council direction and recommendations. In the past three
years, there has been an increase in attendance, volume of rental clients, number of facility use
dates, and rental revenue.
In addition, this year VenueTech with City staff and the Theatre Subcommittee hosted the first
focus groups, which have helped change the marketing strategy and the type of shows being
offered this year. In the next year, there will be outreach to the current patrons of the Downey
Theatre to provide shows that will be well attended by the community.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Efficiency & Adaptability
Quality of Life, Infrastructure `& Parks
Public. Engagement
2
EXTENSION OF AGREEMENT WITH VENUETECH MANAGEMENT GROUP, INCORPORATED FOR
MANAGEMENT AND CONSULTING SERVICES OF THE DOWNEY CIVIC THEATRE
OCTOBER 9, 2018
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of rentals and are reimbursed by rental client.
Attachments:
Attachment A: Venuetech Agreement ending December 31, 2018
Attachment B: Venuetech Extension Agreement ending December 31, 2021
3
ARTICLE 1
DEFINITIONS. .......:. ..........„ .2
ARTICLE 2
VENUETECH -SCOPE OF SERVICES .......:. .......:: ...........4
ARTICLE 3
CITY OBLIGATIONS., ......... . —..... ........... ................... ..... .--- ............ . .................
5
ARTICLE 4
FEES & EXPENSE REIMBURSEMENTS....... ......... ......... ......... ......... ..................5
ARTICLE 5
BILLING & PAYMENT................................................................................................................5
ARTICLE 6"
TERM, RENEWAL & TERMINATION
5
ARTICLE 7
VENUETECH REPRESENTATIONS ,
8
ARTICLE 8
CITY REPRESENTATIONS ... ......... ........ ........... .. ..> .--.. .:............. ..,............. ..,
9
ARTICLE 9
HUMAN RELATIONS ;
.. 9
ARTICLE 10
VENUETECH OPERATING AUTHORITY.... ......... ......... ......... ......... ..................10
ARTICLE 11
INTELLECTUAL PROPERTY..................................................................................................12
ARTICLE 12
CONFIDENTIALITY .., .12
ARTICLE 13
NONSOLICITATION... ...—,- ......... .......a. ......... ........: .......... ......... .,.........---13
ARTICLE 14
INDEMNITY..... ......... ---- ......... ., ......... .... ..... ......... ................ a
13
ARTICLE 15
INSURANCE ............ .................. .... .... ---- ....... .......... .... ....... ......... ....... ..................13
ARTICLE 16
RECORDS & OWNERSHIP OF DOCUMENTS ......... ......... ......... ......... ..................15
ARTICLE 17
MISCELLANEOUS ....... .... ................. .. ............................ . ......... ........................:16
SIGNATURES..............................................................................................................................._,..........................18
EXHIBIT A - SCOPE OF SERVICES....................................................................................................................19
EXHIBIT B - OBLIGATIONS OF CITY...............................................................................................................24
EXHIBIT C — SCHEDULE OF FEES.....................................................................................................................25
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DOWNEY CIVIC THEATRE
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 I". day of December, 2010 by and between VenueTech
Management Group, Inc, a California Corporation ("VENUETECH"), and The City of Downey,
("CITY"), a California Municipal Corporation hereinafter a "party" or the "parties".
WHEREAS, CITY desires to secure professional management and consulting services for
the THEATRE and VENUETECH is qualified and willing to provide professional services:
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1. 1 "Business Plan" means that certain document which shall be authored by VENUETECH, as
approved by CITY, and which shall provide the policies, procedures, operating guidelines and
performance benchmarks, as well as the definition for all approved activities and related
agreements for the use of THEATRE, and shall be attached to this Agreement marked "Exhibit
F', upon acceptance by CITY.
1.2 "CITY Prpiect l,iai&n" means that CITY employee, department head level or higher, as
designated in writing by CITY to interface with VENUETECH to ensure open communication
between the parties with respect to the management of THEATRE.
1.3 "Event" means an activity that occurs on the stage or in the lobby at THEATRE which may
be open to the general public onto a private audience including but not limited to:
1.3(a) "Rental Event" means any approved Event produced at THEATRE by a
THEATRE Client who shall be solely responsible for all Event activities, including but not
limited to, production, marketing, financial and other event related obligations pursuant the
terms and conditions of a "Facility Rental Agreement";
1.3(b) "In -House Event" means an Event produced at THEATRE at the request of or on
behalf of CITY that may be open to the general public or may be for a private audience for
which CITY is the primary or sole financial sponsor and/or underwriter, produced by
VENUETECH or CITY.
1.3(c) "Co -Promoted Event" means an Event which CITY may elect to produce with a
THEATRE Client whereby both CITY and THEATRE Client shall share, on a negotiated
basis, in the potential financial profits and/or potential liabilities.
Downey Management & Consulting Services Agreement Page 2
1.3(d) "�egqggftvg�' means professional headliner shows featuring nationally
recognized touring Performing Artist(s) which are packaged into a "Season of Events" and
offered is 1 the general public through' In -House Event program. The Seas1 1
Council.Events is produced by VENUETECH on behalf of CITY, subject to a budget approved by the
City
day in which THEATRE is in use forpurpose to
support any type of an Event. This includes but is not limited to, rehearsal, technical staging
of lights and sound, set up & strike of stage and actual performance days. For the avoidance
of doubt an Event Day shall include days which cannot be rented to other THEATRE Client(
which are work days used to support a coming• •ing the foregoing,
rehearsals or similar activities are not deemed to be an Event but are deemed to be Event
Days.
1.4 "Merck dice Rights" means the rights for Performing Artists or other businesses,
individuals or organizations to sell or distribute merchandise or products at the THEATRE
at any time, 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 and remitted to CITY.
audience1. 5 'T�&jbjjng A& ' means an individual or group of entertainers who perform in a wide
range of performance disciplines including but not limited to a dramatic, musical or dance
Event for an '
1.6 "Producti 11 Mggggement E to ee s "means those employees authorized by
VENUETECH, who are qualified to provide professional consultation and expertise,
including but not limited to the areas of production equipment, Event production, Technical
Rider negotiation, Show Advance, stage equipment and production equipment. Authorized
VENUETECH employees are solely and expressly limited to the Production Manager,
President and Vice President of VenueTech Management Group, Inc.
1.7 "Show Advance" means in advance of the arrival of the Performing Artist, the process by
which VENUETECH negotiates a Technical Rider to the Talent Contract to coordinate the
production of an Event pursuant to the specific requirements of the Performing Artist's
performance at THEATRE. This may include but is not limited to such matters as
performance times, load in times, rehearsal schedules, catering needs, travel needs, local
transportation, lodging accommodations, stage employees requirements, equipment
requirements, security requirements, ticketing specifications, marketing plans, press access;
stage lighting plots, hairdressing and wardrobe requirements, financial settlement
procedures.
1.8 "Talent A ent"P Talent Aaency"' means a company which on behalf of individual Performing
Artists, represents, manages and negotiates the terms and conditions of Talent Contracts
which will include but is not limited to talent fees, performance dates, routing schedules,
travel and lodging accommodations, insurance provisions, marketing requirements, ticket
prices, show budgets, Merchandise Rights, use or reproduction of artists intellectual property
such as image for all media, box office profit splits.
Downey Management & Consulting Services Agreement Page 3
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1.9 "Talent M getnent" means a third party that directly manages the business and legal affairs
of a Performing Artist. Talent Management is sometimes referred to as "Artist's
Management".
1.10 "Talent Contrast" means a binding agreement or executed contract between
VENUETECH and a Performing Artist, Talent Agent, or Talent on behalf of CITY, which sets
forth the terms and conditions by which the Performing Artists will perform an Event at the
THEATRE. For the avoidance of doubt, in the entertainment industry it is a usual and customary
practice to enter into binding Talent Contracts verbally, via facsimile. Talent Contract shall
include any Technical Riders.
1.11 "Talent Fees" means payments made to Performing Artist(s) in compensation for services
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
at the sole discretion of the Performing Artist or Talent Agent and may include but not be limited
to a) cashiers 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.)
1.12 "Tec cal Rider" means an addendum to a Talent Contract which sets forth the specific
technical and production requirements for a Performing Artist's performance at THEATRE.
1.13 "ITHMEAT Client" 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.
1.14 "Theatre'blanUer"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.
1.15 "Vendor" means a third party entity including but not limited to a company or individual
who may provide lighting, sound or other technical expertise or equipment or services directly to
VENUETECH on behalf of CITY at THEATRE.
1.16 "VE `i 'CH Executive Em Io ees" means those specific executive officers of
VENUETECH who are solely authorized by VENUETECH to bind VENUETECH and/or
provide professional consultation and expertise with regards to the areas of theatre management,
financial 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 Sco eof Services. VENUETECH shall provide for the management and operation of
THEATRE as set forth on the "Scope of Services" marked as Exhibit A ("Services").
Downey Management &Consulting Services Agreement Page 4
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the amount, character or time for performance of the Services, then VENUETECH's
compensation and/or time for performance shall be adjusted accordingly.
3.tOblfoafiongg_CITY. CITY shall have the
bobligations set forth intAihkA ("CITY
9
Oligations').
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ARTICLE 5 BILLING & PAYMENT
5.1 Invoice. VENUETECH shall invoice CITY on the I't of each month for such management
fees, labor and expense reimbursements due including but not limited to base management fee,
administrative overhead fee, labor reimbursements and labor overhead, or any other
reimbursements (i.e. insurance premium) that have previously not yet been invoiced as set forth
in the Schedule of Fees, collectively the "Invoice", as set forth on "Sample Invoice" attached as
Exhibit D.
5.2 PoMent. Payment for services shall be due net fifteen (15) days from date of receipt of
Invoice, and shall be deemed late if made on or after the twenty-first (2 1 ") day of the month.
5.3 Late Fees. 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 Fee Disputes. 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
nvoice,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 above.
6.1 Initial Term: The term of this Agreement is five (5) years, and shall commence on the Is' day
of December 2010, and shall expire on December 31, 2015, (the fifth full calendar year (referred
to as the "Term", "Initial Term", or "Subsequent Tenn"). This Agreement may be extended for
up to two (2) additional Subsequent Terms each for a period of three (3) years (collectively each
a "Term") upon the same terms and conditions. For example if this Agreement commences upon
November 1, 2010, the Agreement shall expire December 31, 2015.
Downey Management & Consulting Services Agreement Page 5
No less than six (6) months prior to the expiration of the then -
f CITY may mutually agree •..- Agreement 1
additional ��e (3) year "Subsequent Term" upon the same terms
d conditions of the
• a' ' '
6.3 hj��� kWsjfj� . In the event that the parties do not renew the Agreement as set
forth in 6.2 above- then the parties acknowledge that the exir�ress purpose of a minimum of Fix
months notice to terminate this Agreement, is to facilitate a predictable and professional
transition to some other form of management of THEATRE for the benefit of CITY and
VENUETECH, as well as for the benefit of VENUETECH employees who will require
notification of their potential change in employment, to provide notification of Talent Agents,
vendors, etc. collectively to provide for an orderly and smooth transition and winding down of
6.4 Termination.
6.4(a) E iration of the Tenn. . This Agreement shall terminate upon the expiration date
of the current Term of the Agreement, unless CITY has exercised its' right to renew as set
forth above in Section 6.2.
Downey Management & Consulting services Agreement Page 6
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which has 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.
6.7 Upon Termination -Bookiqg,of Events. CITY agrees that it shall have no right to impose
any obligation or requirement upon VENUETECH to continue to provide such booking services
and that in no event shall CITY have the right to reduce any Fees due VENUETECH under the
terms and conditions of this Agreement. For the avoidance of doubt the parties acknowledge and
agree to avoid the instance of VENUETECH entering into any Talent Contract for Events for
which VENUETECH will not have managerial authority of THEATRE which VENUETECH
would have represented to Talent Agent(s) or Performing Artist(s) during negotiations.
6.8 Eff
eo — Existing Talent Contracts. VENUETECH shall have the right, at its
qt-.Qf ImilLati_11 —
sole discretion, to notify the Talent Agent(s) of any Performing Artist(s) under contract for Event
dates that would occur after VENUETECH's last day of scheduled management of THEATRE,
that VENUETECH will no longer be managing THEATRE at the time such Event takes place.
6.8(a) Each Performing Artist and their respective Talent Agent or Talent Manager shall
be provided an option to reissue the Talent Contract in the name of CITY, or to cancel the
Talent Contract, expressly because VENUETECH will no longer be in a position to provide
professional event production as originally represented to Talent Agent(s);
6.8(b) Decisions to reissue contracts will be made solely at the discretion of individual
Performing Artists, Talent Agents, Talent Agencies or Talent Management, and shall be out of
the control of VENUETECH or CITY.
6.8(c) Thereafter any Talent Contract(s) which have not been reissued in the name of the
CITY, or have not been cancelled, shall be assigned to CITY by VENUETECH, whereby
CITY 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 and final Talent Fees, and/or (ii) all contract and production requirements per the
Technical Rider.
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 and other contract requirements
6.9 Effect of Termination -:Box Office Software License. In the event Termination occurs for
any reason prior to the expiration of the 47 month of the Box Office Software License payment
plan (See Exhibit C), the following shall occur:
6.9(a) CITY shall pay to VENUETECH the sum of the remaining payments due for the
Software License fee prior to the date of Termination; and then
6.9(b) VENUETECH shall assign all rights and obligations under the existing Software
License Agreement to CITY (which License Agreement is freely assignable under the terms
and conditions of the License Agreement between VENUETECH and Choice Ticketing
Downey Management & Consulting Services Agreement Page 7
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Systems, Inc.) as per the terms and conditions of this Agreement (See further, Exhibit C where
such assignment shall be had for a fee of $100.00).
6.10 Termination - Wind -Down Expense. Upon notice of termination of this Agreement for any
reason, then during the final three (3) months of the Term of this Agreement, and for all
Subsequent Terms resulting from extensions, VenueTech shall be paid a management expense of
$6,500 per month, over and above all other Fees (the "Wind -Down Fee"). This Wind -Down Fee
shall offset increased costs incurred by VENUETECH during the Wind -Down period. It is agreed
by both parties that should this Agreement be terminated for any reason at any time during the Term
or at the end of the Term, that the Wind -Down Fee shall be deemed fully earned and non -revocable
by VENUETECH, and shall be immediately due and payable together with all other Fees and
Reimbursements, License Fees (if any) due VENUETECH per this Agreement. VENUETECH
agrees to waive the Wind -Down Fee in the event that the parties mutually agree to an extension of
this Agreement for a Subsequent Term.
7.1 Authority. 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.
7.3 Compliance with Vila ge,& Ens p1gyment Laws. VENUETECH shall comply with all
applicable Federal, State and/or local wage and hour laws, including, without limitation,
withholding of social security, unemployment taxes 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 then protected by law.
7.5 ADA Disclaimer. VENUETECH expressly disclaims any expertise, obligations or duty with
respect to compliance with the Americans with Disabilities Act of 1990 as amended ("ADA"),
and shall under no circumstances provide any oral or written advice or consultation with respect
to compliance with the ADA for THEATRE.
7.6 Independent,ion tractor: VENUETECH 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 law to be paid by an independent VENUETECH, including, without limitation, any
taxes imposed by the Self Employment Contribution Act.
Downey Management & Consulting Services Agreement Page 8
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8.1 Authority. CITY represents and warrants that it owns and controls THEATRE and has all
legal rights to operate the FACILITES 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.
8.2 gat
:ntenance and Repair of the THEATRE. CITY shall maintain, or cause to be maintained
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 commercial reasonable standards, including within such maintenance, without
limitation thereof, electrical and plumbing, equipment, carpentry and such other normal
maintenance and repair work as may be reasonably necessary.
8.3 A & Access Compliance & Guidance to VENUTEC . CITY represents and warrants
that 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 be so low as to expose VENUETECH to risk of liability to other persons or
third parties for liability under the Americans with Disabilities Act.
8.4 Acknowledgement of Disk'. CITY acknowledges that the production and promotion of
Events 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 to produce Events which will require financial subsidy in order
to achieve other community service objectives. By entering into this agreement, CITY represents
and warrants that it has evaluated this risk, fully understands the implications of said risks and is
willing and able to accept the 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 for each Event that will enable CITY to best analyze both the financial realities as
well as any operational and community benefits that may be realized by the production of
specific Events.
9.1 Theatre Manager. VENUETECH shall provide one full-time Theatre Manager.
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 deemed to be an employee of VENUETECH.
9.2 Additional Theatre Employees`. VENUETECH shall have sole responsibility and authority in
the selection, hiring, compensation, benefits, training, supervision, discipline and/or discharge of
all support employees. For all purposes, support employees shall be deemed to be employees of
Downey Management &Consulting Services Agreement Page 9
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VENUETECH. in the event that CITY requests or requires trai* mn 9 unique to CITY, CITY shall
reimburse VENUETECH for costs associated with employee time and expenses of employees to
attend such training.
9.3 &CrImVW��fit. VENUETECH and CITY shall not be co -employers and employee
assigned to work at THEATRE shall work exclusively for VENUETECH. CITY shall have no
authoritki in the selection_hirin111•A:IisaL
g� c 11,11 •I I 1111 'I•1 11116:11.,
of any employee of VENUETECH.
9.4 VENUETECH shall have the sole and exclusive right to
establish policies for all VENUETECH employees assigned to work at or on behalf of
THEATRE. This shall include, but not be limited to, hourly, wage and bonus compensation,
employee benefits, vacation schedules, holiday schedules, work schedules and all work related
policies.
10 1 Aid�.Lo Ept.•
VENUETECH is hereby
authorized to negotiate and enter into contracts on behalf of CITY with individuals,, businesses
and organizations that may be interested in renting THEATRE for the production of public and
private Events at THEATRE not sponsored by CITY. Said agreements shall be in conformity
with CITY's approved policies for operation of THEATRE as set forth in the Business Plan.
10.2 Autho� -Jalgrit Contracts. VENUETECH is hereby authorized to negotiate and enter
into Talent Contracts on behalf of CITY for In -House Events and the Season of Events. CITY
shall be obligated by all the terms and conditions of each Talent Contract, including but not
limited 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 Community Services.
10.3 Ekd& AA• ole 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
and experience which are deemed to be trade secrets of VENUETECH. CITY agrees to reffidin
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 Ajg� jLeclm�R&�. VENUETECH shall also have the sole and
exclusive right to negotiate Technical Riders for In -House Events or Season of 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 of artists image, approval of artists recorded materials, media and public access
Downey Management & Consulting Services Agreement Page 10
010
to artists, backstage accessibility and other related issues.
0
10.5 Beck eta epec ty. VENUETECH shall have the sole right to control access to back
stage and on-stage areas when Performing Artists and their representatives are present and shall
have the sole right to assign this control to individuals designated by such Performing Artists. In
addition, 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 back stage areas; however both parties acknowledge that these decisions will
always be within the sole control of individual Performing Artists and their representatives.
10.7 Performing fists' Confidetiality. Itis understood by both parties that in most
instances Performing Artists, Talent Agents and Talent Managers consider the terms of their
Talent Contracts to be proprietary confidential information and will impose confidentiality
requirements upon VENUETECH and expect that such information will be held in confidence.
To 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 and financial advice.
10.8 DU To Lia Qperations — eneral. 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 a resource for
answering 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.
10.9 Handlinof Requestsfor ecial Treatment b l�acili Clients. Both parties
acknowledge 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. VENUETECH has developed strategies to shield the CITY from receiving
direct solicitation from 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 undermine the VENUETECH employees assigned to the
management of THEATRE and decrease their ability to achieve financial goals established for
them. Itis 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 this matter and the financial and public relations impact
of this policy and the THEATRE business plan.
Downey Management & Consulting Services Agreement Page 11
10. 10 &g••ibili_q gf CLTY. VENUETECH shall work 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. The annual subsidy shall not exceed
$400,000 to operate the theatre without further approval from the City Council. VENUETECH
shall work with CITY to develop a mutually agreeable financial tracking plan, during the
development of the Business Plan. VENUETECH shall provide financial reports, or additional
information as may be reasonably requested by CITY. CITY accepts full financial responsibility
for the budget, and operating costs associated as well as the associated accounting w1i the
THEATRE, as well as for In-house Events, Season of Events and Co -promoted Events that may
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
M �_ p, tf[5AU300MW T?M'jWd_E ilir ks-
Events that take place at THEATRE.
All materials developed for the Business Plan by VENUETECH shall remain the prope o
VENUETECH and are protected by copyright. VENUETECH hereby grants, at no cost to
CITY other than considerations contained in this Agreement, a fully executable, non -
expiring, nontransferable license agreement to CITY for its use of the written Business PI
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 agre
0
to
Plan]
that it will not knowingly sell, give or otherwise transfer ownership or control of said plann
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
benefits of said plan. With the exception of this non -expiring license agreement granted to
CITY, VENUETECH retains ownership and copyright rights to the company's i eas,
concepts, materials, trade secrets and other intellectual properties.
12.1 "_Cdhfi4jbfiAl Ifilbimatio" means any and all information of a proprietary or confidential
nature, including all tangible or intangible property including but not limited to trade secrets,
patents, or copyrights of either party C'Confidential Information"). For purposes of this
entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to
•I COITMS—IMMIWII jarf,
(iii) information already known by either party prior to disclosure from the other party, or (iv) or
certain information CITY is required to disclose to the public.
12.2 VENUETECH understands and agrees that, in the performance of the work under this
Agreement or in contemplation thereof, VENUETECH may have access to private or
confidential information owned or controlled by CITY. Such information may contain
Downey Management & Consulting Services Agreement Page 12
proprietary or confidential details. VENUETECH agrees that all information disc osed to
VENUETECH by CITY shall be held in strictest confidence and used only in performance of this
Agreement. VENUETECH shall exercise the same standard of care to protect such information,
as a reasonably prudent businessperson would use to protect its own proprietary or confidential
information.
13.1 icitafion. 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 their subsidiaries,
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 successors or successor management entities of any other party employee, in
contravention of this provision without written consent by the other party, shall be deemed a
material breach of this Agreement.
13.2 ft��jgg Fdd. the parties agrees to pay the other party a fee equal to one year salary
of any 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.
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willful misconduct of VENUETECH, its employees, Vendors, or employees; or for any Loss
arising out of injuries suffered or allegedly suffered by VENUTECH employees or Vendors (or
employees of Vendor) in the course of their employment or in the performance of the Services
hereunder, except to the extent where such Loss results from the negligence or willful
misconduct of CITY, its agents or its employees.
14.2 Cl'YIndemnity. CITY hereby agrees to indemnify, defend and hold harmless
VENUETECH, its agents, and employees, against all liability, obligations, claims, loss, and
expense, including reasonable attorney fees ("Loss"), arising out of (i) any defect in the premises
of THEATRE, or (ii) the failure of CITY to comply with any Federal, State and/or Local
regulation regarding THEATRE, including but not limited to the Americans with Disabilities Act
of 1990 as amended.
ARTICLE 15 INSURANCE
15.1 VENUETECH shall procure prior to commencement of Services, and keep in force for
the term of this Agreement, the following policies of insurance, certificates, or binders as
necessary to establish that the coverage described below is in place with companies licensed to
do business in California. If requested, VENUETECH shall provide CITY with copies of all
insurance policies. The insurance coverage shall include:
Downey Management & Consulting Services Agreement Page 13
15.2 Commercial General Liability insurance,
including but not limited to, bodily injury, broad form property damage, 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 million dollars ($ 1,000,000);
15.2(b) Property damage, one million dollars ($1,000,000); or
15 ' 2(c) Combined single limit (CSL) for bodily injury and property damage ' one Million
dollars ($I ' 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.
I Ow"
MINOR?, III
15.6(c) Certificate Holder. The certificate holder shall be the same person and have the
address as indicated in Paragraph 19 (Notices) of this Agreement.
15.6(d) InsurgLce Ratin - . Insurers shall have current A.M. Best's rating of not less than
A:VII, shall be licensed to do business in the State of California, and shall be acceptable to
the CITY.
15.7 Event Insurance Coverage. Notwithstanding the foregoing, the parties agree that
VENUETECH purchases insurance coverage for general liability for exposure specifically
related to THEATRE operations and public events ("Event Insurance CoveMe"). The direct
Downey Management & Consulting Services Agreement Pap 14
cost of Event Insurance Coverage for all Events at THEATRE shall be an expense in the annual
operating budget of CITY, which direct cost will be reimbursed to VENUETECH Cwithout
verhead charge) by CITY. CITY has the right to approve any additional insurance before being
obligated to pay.
15.8 Facilily Client Evidence of jourance Coverage. CITY authorizes VENUETECH to
direct all THEATRE Clients to provide evidence of general liability insurance coverage to CITY.
THEATRE Clients shall provide CITY with a certificate of insurance which shall (i) name
CITY, 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 (30) days notice to CITY for any change or cancellation of coverage.
ARTICLE 16 MCORDS 4%; OWNERSHIP OF DQCUMENTS
16.1 1666fds. CITY and VENUETECH agree to keep accurate, complete, and separate books
and records of accounts in accordance with generally accepted accounting standards and
procedures on the basis of a calendar year. These books and records shall, without limitation,
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 the parties.
16.2 �Lng� d8oqks and Rec6rds. VENUETECH and/or CITY may, at any time during
••• •g and related documentation
kept by VENUETECH and CITY relating to the management and operation of THEATRE,
including without limitation, checks, bills, statements, cash receipts, contracts, and
correspondence.
16.3 Audit. CITY, at its sole expense, shall conduct an audit of all account books and reco •s
connected with the management of the THEATRE.
16.4 kMduct. The parties acknowledge VENUETECH is providing the CITY with
professional services and there is no work product, provided however that VENUETECH shall
provide CITY with the Business Plan as set forth in Exhibit A and CITY shall be granted a fully
executable, non -expiring, nontransferable license agreement to for use of the written Business
Plan for any public benefit purpose within the current and future geographic borders of Downey,
California.
16.5 OwnuslifiJ dtlp Upon the expiration or termination of this Agreement for any
reason, the originals of all records' data, files, memoranda, reports, studies and similar material
shall be the property of CITY.
16.6 mmgnhjp J
Mfic VE, iration or 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
representatives), as well as all records relating to employees currently or previously working for
VENUETECH at or on behalf of THEATRE.
Downey Management & Consulting Services Agreement Page 15
t --N r**A
17.1 AEx s. The Parties agree that this Agreement and related
k�6 of bk�6iW SigggjjtL
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 This Agreement may be amended only by written agreement, signed by the
parties to be bound.
17.3 Aggfj&k. All disputes shall first be attempted to be settled by informal mediation
between the parties. In the event an uinpasse is reached, all disputes shall be submitted to final
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single arbitrator selected by the Parties. The arbitrator's decision shall be a final and binding
determination and shall be fully enforceable as an arbitration award in any court having
jurisdiction and venue over the parties by order of the court under a scaled confidential
agreement for same.
17.4 As . This Agreement may not be assigned by either party, and any attempted
assignment shall be void.
17.5 CobbdrAtibh. The parties covenant and agree to take such further actions and to execute,
the terms and conditions of this agreement.
17.6 CoAftrpgU. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute on instrument.
17.7 & taw� This Agreement shall be governed by and 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, South East, in the State of
California.
W I IWI-
beiween them.
17.9hi,_odification . 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 Notices. 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 duly
given when received if personally delivered; when received if transmitted by telecopy; if received
during normal business hours on a business day (or if not, the next business day after delivery)
provided that such facsimile is legible and that at the time such facsimile is sent the sending party
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 or registered mail, return receipt requested. In each case notice shall be sent to the
respective parties as follows:
Downey Management & Consulting Services Agreement Page 16
W
Downey City Hall
I I I I I Brookshire Avenue
Downey, CA 90241
Attn: Mr. Thad Phillips, Director
go
I'MIMPL MM
3415 Sweet Drive
Lafayette, California 94549
Attn: John R. Lind, President
17.11 aOk4��. The provisions of this Agreement are intended to be interpreted and
construed 'in a manner which makes such provisions valid, legal and enforceable. In the event
any provision of this Agreement is found to be partially or wholly invalid, illegal or
unenforceable, such provision shall be modified or restricted to the extent and in the manner
necessary to render such provision valid, legal and enforceable.
III I I I v 111, b'i
b =9' , I 1 0 0
Downey Management & Consulting Services Agreement Page 17
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MTRUNUT-M
0
Downey Management and Consulting Services Agreement
11r.6 b 11;
Auest.
Op
Approved as ty
City Attomey
VENUETECH MANAGEMENT
INC.
Date:
50
50
771 M1111111111 iiiiiiiiiiiiiiiiiiiiiill iiiiiiiiiiiiiii, 111111111111111111111 � 11�11111 1111111111111111111111111111111111 ill I —'M-
-01-7717-u •-1111111 14 1 )10'01 Calf qN4L IING S
Downey Civic Theatre
DOWNEY, CALIFORNIA
Transition Phase
The Transition Phase of the Agreement will take place over a two (2) month period. During this time City staff will
continue to operate the Theatre while VenueTech implements the following scope of services:
1) Development of a comprehensive Theatre Business Plan.
2) Initial legal and community work for the formation of a new 501(c)3, nonprofit organization to support the
Theatre operation (final approval from the IRS will take place at a later date.)
3) Recruiting, hiring and training of on-site VenucTcch Theatre staff.
4) Transfer of knowledge from City staff to VenueTech employees
At the end of the transition period, City staff will not be required for the Theatre operation (other than the City Liaison)
and all Theatre staff will be employees of VenueTech. This will effectively end the short and long term employer
liabilities of the City of Downey with regards to the Theatre operation.
The Transition Phase will consist primarily of the following work:
1) Hiring and training of the on-site Theatre Manager. It is anticipated that this individual will begin
work, on-site within 60 to 90 days of the signing of the Agreement.
2) Transfer of knowledge from City staff to VenueTech employees.
3) Installation of Equipment and Software for the Full Service Box Office operation. VenueTech will
be responsible for the purchase and installation of required computers, servers, ticket printers, report
printer, and software license fees for the box office operation.
4) Formation of Nonprofit Organization: The initial development of a new nonprofit (501(c) 3)
organization to specifically support the Theatre operation, which will be an essential tool for
expanding revenues for the Theatre. This new community-based, volunteer organization will be a
vital tool for the development of new revenue from sources such as membership programs,
sponsorships, grants, endowment gifts and other tax deductible contribution from individuals and
foundations. During the transition period, VenueTech will complete the legal filings with the State of
California and the IRS and will begin networking with Downey community leaders to encourage
community ownership of the project.
This work will include:
0 Formation of Corporation with the State of California
0 Legal filings with Internal Revenue Service
Downey Management & Consulting Services Ag=mcnt Page 19
0 Writing of the Articles of Incorporation
0 Writing of the Organization's Bylaws
0 Begin networking with Downey civic and arts leaders to encourage community ownership of
the Theatre and the new nonprofit organization.
5) Development of Comprehensive Business Plan: The first phase of VenueTech's work will
include the development of a strategic business plan that enumerates the mission, community goals,
financial objectives, programming strategies, operating policies, marketing strategies and fundraising
plans of the Theatre. The business plan will also include a series of Performance Benchmarks for
evaluating the on-going programming, community and financial success of the Theatre operation.
It is anticipated that the plan would include the following information.
0
Primary GaLr
a creadiv Virion
a Financial VAWON
0 Primary Bunness Strat4es
Primary Recommendations
ROONCial Corsi derations
Projded Qperatinj Budgets
Sam0k Future Pro
.gramniq Budget(s)
Chapter Two: Analysis of Business
•
Project Backgmaod
• Market Own4cierisfirx
• Roional Demographic Data
• Other Venues in the Market
Chapter Three: Technical Specifications
Stage plot
Lighift Equpmeot
■ Sound Reinforcement
Stage H#pmenl
Box OfficeEqui�mmt Spedfications
Other Technical Issues
• Performance Modules — The Concept
• 012ffisafional Structure
• Identification of Market Segments
Downey Management & Consulting Services Agreement Page 20
• Commosio Rental Market
• Rental Pofides
• In House Presentation Market
• Box Office Operations
• Season and Single Ticket Sales
• In -House Pm
,grawmiwg Criteria
• Booking Stral-00V
• The Total Theatre Experience
• Einandal Mana
,gement and Cash Managzweat PoNdes
• Business Detelopment and Cultural Gfvmtb
•
Marketing and Sponson-hips
• Fund Development
o Faahy Mainknance and Presmudion
Performance Benchmarks
Management and Operations Phase —
Beginning 60 days after the signing of the Agreement, VenueTech will be responsible for the following scope of work:
Development of Management and Employees System:
1) Develop and establish a professional management system designed to provide for the on-going 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, stage hands, 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 Management and Consultation:
Provide on-going management of the Theatre. 'Me daily operation of this business will be coordinated by the
Theatre Manager, who will be hired and supervised by the Vice President 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 the production of public
and private events. VenueTech will negotiate, prepare and sign rental agreements, require insurance, make other
requirements of Theatre Clients, provide services to Clients and collect fees, rents and reimbursements on behalf of
the City of Downey.
3) Recommend operating budgets, programming models, rental rates, operating policies, business strategies and
changes to the Business Plan, where necessary, to the City. Final approval shall be provided by the City Council
with implementation the responsibility of VenueTech.
4) 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 progtamuting 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
Downey Management & Consulting Services Agreement Page 21
FA�mk
programming decisions.
W
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 VenueTech, 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, 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, back stage catering, box office, ushers, ticket
takers and other related services.
12) Coordinate the event production needs of "house companies" including Civic Light Opera, 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, intemet sales, direct
mail and telephone sales.
1) The specific marketing and business development responsibilities of VenueTech will be as follows:
a) VenueTech will be responsible for those marketing responsibilities that are legally required in the contractual
relationships entered into between VenueTech and Talent Agents or those required or promised through
VenueTech's long-standing business 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 for all work related to the artists protected by these contracts.
Subject to limitations of individual artists and their representatives, VenueTech shall have the sole and exclusive
dot to authorize the use of images, depictions, photographs, video and audio reproduction of individual artists
for promotion of events produced by VenueTech on behalf of the City.
b) The development and implementation of all marketing and advertising plans for individual artists and
negotiation of each marketing plan with Talent Manager, Talent Agent or Talent Agency where required.
c) Coordination of personal appearances, interviews and "meet -and -greets" by performing artists.
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.
Downey Management & Consulting Services Agreement Page 22
A -ter D r ttWM _ a
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.
End of Exhibit A
Downey MauWment& Consulting Services Agreement. Page 23
UVO
DOWNEY, CALIFORNIA
I M-41 I I 1 11 1 111 1 ii111;111� I
1) General
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 etween
CITY and VENUETECH.
c) Provide the funds required to operate the THEATRE, and approve the annual operating
budget of the THEATRE. The annual subsidy shall not exceed $400,000 to operate the
theatre without further approval from the City Council.
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 ADA policies and procedures as per the terms of this Agreement and ensure that
the THEATRE remain in compliance with ADA laws o er pu ic s ty
considerations.
k) Compensate VENUETECH timely for the services provided, as per the terms Of
Agreement.
Downey Management & Consulting Services Agreement Page 24
el -I r11 -A
1*14111131FSWTW�U) �
Based on the scope of services outlined in this proposal (recognizing that the actual contract may change once we meet
with City staff) it is anticipated that our fee structure would be as follows:
Management Fee $13,800 per month: for the
period from 12/1/2010
through 6/30/2012
$14,490 per month: for the
period from 7/1/2012
through 6/30/2013
$15,215 per month: for the
period from 7/1/2013
through 6/30/2014
7/1/2014 and thereafter on
July 19, for the remainder of
this Agreement, the monthly
fee shall be subject to
annual adjustment based
upon the CPI -U (as used for
other budgetary purposes by
the City of Downey).
The annual adjustment shall
be based upon the month of
July.
Labor & Direct costs plus 30%
Overhead overhead
Reimbursement
This fee is inclusive of all required consultation and
management services, including hours spent by the Vice
President, Theatre Operations (Project Manager) and
President of VenueTech and the employment costs
associated with one (1) full-time VenueTech position on-
site, which would be the Theatre Manager position.
VenueTech will provide all required labor for the agreed
upon scope of work and will be reimbursed monthly for the
wages of these employees (other than the President, Vice
President and Theatre Manager costs, which are included in
the Management Fee.) VenueTech shall be paid labor
overhead equal to thirty percent (301/6) of reimbursable
wages to offset the costs of personnel overhead costs
including, worker's compensation insurance, unemployment
insurance, employer's tax contributions, payroll expenses,
and other employment related costs. This applies to the
total wages earned by VenueTech employees assigned to
work at the Theatre but is not applied to any employee
benefit reimbursements.
Employee Direct Cost with no added Should the operation require additional full-time personnel
Benefits overhead or should any part-time employee work requirements
Reimbursement exceed an average of 30 work hours per week, VenueTech
will be reimbursed for the provision of health and disability
insurance benefits for these employees. In the event of any
local, state or federally mandated increases to the cost of
any employee benefits, VenueTech and CITY agree that
any such increase shall be automatically included in the
"Employee Benefits Reirnbursemene, as an expense.
Downey Management & Consulting Services Agreement Page 25
5a
Insurance Direct Cost with no added
Reimbursement overhead
Annual Research $800 per year: for the period
Reimbursement from 12/1/2010 through
6/30/2012
$840 per year. for the period
from 7/1/2012 through
6/30/2013
$882 per year: for the period
from 7/1/2013 through
6/30/2014
7/1/2014 and thereafter on
July 11t for the remainder of
this Agreement, the annual
fee shall be subject to
annual adjustment based
upon the CPI -U (as used for
other budgetary purposes by
the City of Downey).
The annual adjustment shall
be based upon the month of
July.
Subject to the reasonable and good faith approval of CITY
,VenueTech will purchase an insurance policy to cover
general liability, non -owned automobile and liquor liability
(if required) for exposure specifically relating to the Theatre
operation and public events (this is in addition to the
insurance provided by VenueTech and is intended to cover
the public activities of the day-to-day operation.) The
direct cost of this insurance will be included in the annual
operating budget and will be reimbursed to VenueTech.
Typically, within the entertainment industry, underwriters
quote fees for this type of policy based on total attendance.
VenueTech purchases a "master policy" and allocates the
cost to each theatre client based on an annual formula
provided by the underwriter.
In January of each year, VenueTech is to be reimbursed an
annual research expense to help offset the costs associated
with the collection of industry data, artists touring data and
other information required for the booking of talent.
Manager Cell Direct costs 1he direct costs associated with the need for die Ileatre
Phone Expense Manager to carry a cellular telephone shall be reimbursed to
VenueTech on a monthly basis. This shall be included in
the annual Theatre operating budget.
One Time $14,700 (In addition to Monthly Management Fees), One Time
Transition Cost Transition Cost in the amount of $14,700 for consulting
services the development of the Theatre Business Plan and
the formation of the 501(c)3 organization. This fee is
inclusive of legal costs and filing fees for the nonprofit
organization as well as publishing costs for twenty (20)
copies of the final business plan; to be billed 50% to be paid
in 11t Month of this Agreement, 50% to be billed upon
deliver of the draft Theatre Business Plan. Net 15 days.
Box Office $12,000 Purchase and Installation of computer, server, ticket
Equipment printers, report printer and credit card readers. This
Downey Management & Consulting Services Agreement Page 26
go
W
Instailation
includes initial installation and license of software and
training; to be billed as follows: 50% upon execution of this
Agreement; 50% upon delivery of Box Office Equipment
Installation. Net 15 days.
Box Office $800 per month
Commencing in the 31d month of this Agreement, a
Software License
Software license fee shall be paid over a 44 -month period.
At the end of this period, VenueTech will transfer its rights
to the software license and any on-site equipment (in an "as
is" condition) to the City of Downey for a fee of $100.00.
In addition to this license fee, if the City wishes to sell
tickets through the Internet, Choke Ticketing Systems
('Choice") will have the right to add a patron convenience
charge of $2.00 for each ticket sold for Internet sales only.
No "per ticket" charges will apply to any tickets printed at
the Theatre Box office. If patron convenience fees are
added at the Box office, all revenues will be retained by the
City of Downey. Choice reserves the right to increase this
$2.00 fee on an annual basis; however Choice also gives the
Theatre (CITY) the right to add any additional amount to
this convenience fee, which said amount would be retained
as City revenue.
Wind -down Cost $6,500 per month only paid
VenueTech charges a management expense of $6,500 per
in the final three months of
month, in addition to the bare mana&satfee, for the final three
any contract term if contract
(3) months of the Term of this Agreement, or the final
is not extended.
three (3) months of any Subsequent Term that may occur
$6,500 per month: for the
as a result of contract extensions. This Wind -Down Cost
period from 12/1/2010
offsets the increased costs incurred by VenueTech during
through 6/30/2012
these periods (as farther set forth in this Agreement herein).
For example, this payment is made in the final three
$6,825 per month: for the
months of the fifth year of the contract, if the contract
period from 7/1/2012
expires at that time and is not extended..
through 6/30/2013
$7,166 per month: for the
period from 7/1/2013
through 6/30/2014
7/1/2014 and thereafter on
July 156 for the remainder of
this Agreement, the monthly
fee shall be subject to
annual adjustment based
upon the CPI -U (as used for
other budgetary purposes by
the City of Downey).
The annual adjustment shall
be based upon the month of
July.
End of Agreement
Downey Management & Consulting Services Agreement Page 27
r%A e"N
3415 Sweet Drive
Lafayette, California 94549
925-284-2146
925-284-5699 (fax)
www.venuetech.com
Please remit payment to:
VenueTech Management Group
3415 Sweet Drive
Lafayette, CA 94549
Eau=
InstallationHiring of a on-site Theatre Manager
of Equipment and Software forService Box Office operation
Develop programming . •r a season of • • of
festivals
Coordinate the event production needsof r Opera,Downey Symphony
and Downey Vnified School District
Marketing r Business Development
Daily Operation of
11 l lie " * 0 6&W I I - I I d. 0 9 0 -
• •: -• • •:rr �. •
VenueTech included with their proposal a first year budget of $684,590 with anticipated
revenues of $314,222 and a second year budget of 857,870 with a ip revenues
of $484,107. The expected contract cost for the first seven (7) months is $208,000 for
the period • December2010 1 2011 which includes,• d • to the
Fiscal Year 2010-2011 Theatrebudget a• • • • • • i • for a Management-
hardwareadvertising, postage, contract services, . . equipment rental and one (1) time ticketing
system purchase and transition cost. r. Year 1 1 1
I
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City of Downey
Downey Theatre
3
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UV PERsvNNEL sEKVIGEs
0010 REGULAR SALARIES
67,852.88
68,297
0020 TEMPORARY PERSONNEL`
201,500
224,000
139,148.02
150,000
0030OVERTIME
4,811.31
0060 LEAVE TIME APPLIED %
10,074.18
9,739
0070 RET/PR INS-APPD %
46,519.83
43,765'
Total PERSONNEL SERVICES
201,500
224,000
268,406.22
271,801
00 OPR MATI. & SUPPLIES
0110 CUSTODIAL SUPPLIES
3,500
3,500
3,280.21
5,250
0130 OFFICE SUPPLIES
1,500
1,500
906.28
600
0140 SPEC ACT SUPPLIES
13,800
16,400
6,013.29
5,250
0144 Ticketing Software Lease & Support
9,600
9,600
0160 BOOKS & PUBLICATIONS
0
0
82.43
300
0180 CLOTHING
600
600
596.55
600
0230 MATERIALS, BUILDINGS
3,300
3,300
4,457.50
3,300
0290 SMALL TOOLS AND IMPLEMENTS
600
600
627.94
600
0300 'Transition Cost (1 time cost)
14,706
0
0310 ADVERTISING
29,000
51,000
1,377.88
0320 PRINTING & BINDING
2,500
3,500
681.16
200
0340 PRINTSHOP CHARGES
0
0
26.00
50
0360 SVCS MAINTAIN BLDGS
32,780
32,780
71,938.00
67,000'
0380 SVCS MAINTAIN OFF EQUIP
0
0
217
0400 SVCS MAINTAIN OTHER EQUIP
2,500
2,500
984.50
2,500
0420 Management Fee
165,600
173,880
0480 STAFF DEVELOPMENT
1,000
1,000
331.56
750
0550 ELECTRICITY BILLS
60,000
63,000
64,699.12
72,000
0556 GAS BILLS
5,000
5,000
4,282.26
7,300
0560 TELEPHONE
6,000
6,000
5,541.28
4,800
0580 TRAVEL & MEET EXPENSES
0
0
146.60
0
0606 MILAGE
500
700
109.67
200
0615 Insurance
4,300
5,500
-
0640 POSTAGE
7,200
10,000
(101.90)
50
0670 PROF & TECH SRVC FEES
500
500
100.00
600
07001 CONTRACT SERVICES-MOC
81,500
193,900
29,365.42
2,000
0856 EQUIPMENT RENTAL
26,110
49,110
-
0'
0861 EQUIPMENT RENT -REPLACEMENT
0
0
-
10,475
0880 OFFICE EQUIP RENT -CITY
0
0
-
125
0900 Ticketing system hardware purchase
11,000
0
-
0
Total OPR MATL & SUPPLIES
483,090
633,870
195,445.75
184,167
Total PERSONNEL SERVICES
201,5001
224,0001
268,406.22
271,801
Total THEATRE Personnel & Operating
684,590
857,8701
463,851.97 1
455,968
Revenue
314,222
484,107
241,762
230,000
Difference
(370,368.00)
(373,763.00)
(222,089.98)
(225,968.00)
RM
• r • r• r •
i ri •
The City of Downey, a California Municipal Corporation ("City"), and VenueTech Management Group,
Inc. ("VenueTech")agree to extend the terms of the December 1, 2010 through December 31, 2015
Agreement for Management and Consulting Services as per the conditions in Article 6 — Term, Renewal
& Termination of the existing agreement.
By signing below, the parties hereby agree to extend the current contract for an additional three (3) year
term through December 31, 2018. All terms and conditions of the contract shall remain in full force and
effect during the term of the contract extension.
Each of the undersigned represents that he/she is authorized and entitled to make, enter into and
execute this agreement on behalf of the party so executing it and that the terms described herein are
binding against the party on whose behalf he/she is executing this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement and make it effective on the date first
written above.
CITY OF DOWNEY
A municipal corporation and charter
Date: — Air
ATTEST:
r
ADRIA M. JIMENEZ, CMC
APPROVED AS TO LEGAL FORM:
ABICH GARCIA, City Attorney
VENUETECH MANAGEMENT GROUP, INC.
JOHN R. LIND, President
Date: -W\,A,--r ks, 20I5 -
WITH VENUETECH MANAGEMENT GROUP, INC.
The City of Downey, a California Municipal Corporation and Charter City ("City), and
VenueTech Management Group, Inc., a California Corporation ("VenueTech") entered
into an Agreement for Management and Consulting Services ("Agreement") dated on
December 1, 2010 and expiring December 31, 2015 in connection with the operation of
the Downey Civic Theater.
Article 6 ("Term, Renewal and Termination") of the Agreement permits the parties by
mutual agreement to extend the term of the Agreement for two 3 -year periods. On May
25, 2015, the City Council approved the first 3 -year extension for the period January 1,
2015 to December 31, 2018. The parties have agreed to extend the Agreement for an
additional 3 -year period.
By signing below, the parties hereby agree to extend the Agreement for an additional
three (3) year term commencing January 1, 2019 through December 31, 2021. All terms
and conditions of the Agreement shall remain in full force and effect during the term of
Each of the undersigned represents that he/she is authorized and entitled to make,
enter into and execute this agreement on behalf of the party so executing it and that the
terms described herein are binding against the party on whose behalf he/she is
executing this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement and make it
effective on the date first written above.
CITY OF DOWNEY VENUETECH MANAGEMENT
Californiaral corporation a Calif• ♦• i♦
• charter city
By:
Mayor
City Clea
A prove " as to Form.
City Attorney
at.
John find, President