HomeMy WebLinkAbout16. Approve Three Year Ext to Agmt w-Venuetech Mgmt Group for Mgmt of the Downey City TheatreÐ Cityofaowney AGENDAMEMO
Item No
APPROVED BY
TO:HoNoRABLE MAYoR AND MEMBERS oF rHE crw couNctblTy MANAGER
FROM:OFFICE OF THE CIry MANAGER
BY: PAMELA J. PASSOW, DIRECTOR OF PARKS & RECREATION
DATE: NOVEMBER 13,2018
SUBJEGT:EXTENSION OF AGREEMENT WITH VENUETECH MANAGEMENT GROUP,
INCORPORATED FOR MANAGEMENT AND CONSULTING SERVICES OF THE
DOWNEY CIVIC THEATRE
RECOMMENDATION
That the City Council approve a three year extension to the existing agreement with VenueTech
Management Group, lncorporated to provide management and consulting services for the
Downey Civic Theatre.
DISGUSSION
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
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EXTENSION OF AGREEMENT WITH VENUETECH MANAGEMENT GROUP, INCORPORATED FOR
MANAGEMENT AND CONSULTING SERVICES OF THE DOWNEY CIVIC THEATRE
NOVEMBER 13,2018
Quality of Life, lnfrastructure & Parks
Public Engagement
FISCAL IMPACT
The cost of the contract is estimated at $205,000 annually in account #10-4-4380-0670 with
reimbursable costs, including labor and in-house production expenses are approximately
$686,233 in account #10-4-4380-700. Actual contract costs of theatre labor depends on number
of rentals and are reimbursed by rental client.
Attachments:
Attachment A:
Attachment B:
Venuetech Agreement ending December 31,2018
Venuetech Extension Agreement ending December 31,2021
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ARTICLE 3 CITY OBLIGATTONS 5
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ARTICLE 6 TERM, RENEIVAL & TERMINATION ...5
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ARTICLE 4 FEES & EXPENSE RETMBTJRI¡EM8NTS.........
ARTICLE5 BILLING&PAYMENT.......,.........
ARTICLE 7
ARTICLE 8
ARÎICLE 9
ARTTCLE IO VENUETECII OPERATING AUTHORITY
ARTTCLE I I INTELLECTUAL PROPERTY..............
ARTICLE 12 CONFIDENTIALITY
ARTICLE13 NONSOLICITATTON
ARTICLE I4 INDEMNITY
ARTICLE 15 INST]RANCE
ARTICLE ¡6 RECORI}S & OTryNERSHIP OF DOCUMENTS...,.....
ARTICLE I7 MISCELLANEOUS....,......
EXHTBTT A - SCOPE OF SERVICES....................
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ATTACHMENT A
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AGREEMENT F'OR MANAGEMENT A¡iD CONSULTING SERVICDS
DOWFIEY CIVIC TIIEATRE
DO\ilI\IEY, CALIFOR}TIA
This Agreement for Management Services and Consulting Services ("Agreertent') forthe
Downey Civic Theatre located at 8435 Firestone Blvd in Downey, California 90241
("TIüATRE'), is entered into on this t't. day of December, 2010 by and between VenueTech
Management Group, Inc, a California Corporation ("VENUETECH,), and The City of Downey,
("ClTYu), a California Municipal Corporation hereinafter a'þarty" or the "parties".
WIIEREA$ CITY desires to secure professional management and consulting services for
the THEATRE and VENUETECH is qualified and willing to provide professional senrices:
NOïy, THEREFORE, CITY and VENUETECH agree as follows:
ARTICLE I DEFIMTIONS
l. t "BusineLs Plann' means that cerøin 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 "Erbrbl!
E', upon acceptaûce by CITY.
1.2 "CITY Project Liaison" means that CITY employee, deparbnent 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 "Evenl¡" means an activity that occrus on the stage or in the lobby at THEATRE which may
be open to the general public or to a private audience including but not limited to:
1.3(a) o'&!E!--Eyeg¡" 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 Agteemenf';
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 r¡nderwriter, produced by
VENUETECH or CITY.
1.3(c) "Co-Promote-d_Eve.fit" 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.
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1.3(d) "seasoq of Evg$Ls" means professional headliner shows featuring nationally
recognized touring Performing Artis(s) which are packaged into a'oSeason of Events" and
offered to the general public through the THEATRE ln-House Event program. The Season of
Events is produced by VENUETECH on behalf of CITY, subject to a budget approved by the
City Council.
1.3(e) "Event Da.y$" means any day in which THEATRE is in use for any purpose ùo
support any type of an Event. This includes but is not timited to, rehearsal, technical staging
of liglrts 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(s)
which are work days used to support a coming Event. Notwithstanding the foregoing,
rehearsals or simila¡ activities are not deemed to be an Event but are deemed to be Event
Days.
1.4 "Merchandise 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 remiued to CITY.
1.5 'oPçrforming-Art!$" 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 audience at THEATRE
1.6 "Production Managemen ' 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 negotiatioru Show Advance, stage equipment and production equipment. Authorized
VENLJETECH employees are solely and expressly limited to the Production Manager,
President and Vice President of VenueTech Management Group, Inc.
1.7 "Show Advance" mears in advance of the arrival of the Performing A¡tist, 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 wa¡drobe requirements, financial settlement
procedures.
1.8 "Talent Asent"f'Ta ' means a company which on behalf of individual Performing
Afists, rqlresentso manages and negotiates the terms and conditions of Talent Contracts
which will include but is not limited to talent fees, perfomrance dates, routing schedules,
travel and lodging accom¡nodations, insurance provisions, marketing requirements, ticket
prices, show budgets, Merchandise Rights, use or reproduction of artists intellectual property
such as image for all media, box offrce profit splits.
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1.9 "T4lent Management" means a third party that directly nÌanages the business and legal affairs
of a Performing &tist- Talent Management is sometimes referred to as "Artist's
Management".
l,l0 "Talent Contracf' 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 A¡tists 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 Contact shall
include any Technical Riders.
1.1 I "Talent Fees" means payments made to Performing A¡tist(s) in compensation for services
payable traditionally in two payments as follows: a) SOYo upon agreement of the Talent Contact,
and b) 50Yo onday of the Event, prior to cornmencement 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 ba¡rk check. Flexibility is required to conform to the
Perforrring Afüst or Talent Agent's payment requirements which could require payment made
directly to Talent Agency prior to the Event or differing percentage payments.)
l.l2 "Technical Rider" means au addendt¡m to a Talent Contract which sets forth the specific
technical and production requirements for a Performing Artist's performance ât TTIEATRE.
1.13 "THEATRE Client" means an individual, business, organization, City deparhnent 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.
l.14 "Theatre Manaqer" mea¡rs a frrll time employee hired, uained and supervised by
VENUETECH specifically for the management and operation of TIIEATRE. Theatre Manager
shall perform their primary duties in Downe¡ Califomia in an ofüce provided by CITY, and may
be assigned some duties, at the discetion of VENUETECH, in other locations, including but not
limited, to its offices in San Francisco and Lafayeüe, California.
1.15 "VendoC'mea¡ul 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 TI{EATRE.
1.16 "VENUETECH Executive " means those specific executive officers of
VENUETECH who are solely authorized by VENUETECH to bind VBN{.JETECH and/or
provide professional consultation and expefise with regards to the areas of theaüe management,
financial managemen! marketing, artist negotiation and ñrndraising counsel. VENUETECH
Executive Employees a¡e limited to the John R. Lind, President, and Judy Barkett, Vice President
of VenueTech Management Group, Inc.
ARTICLE 2 VENUETECH. SCOPE OF SERVICES
2.1 Scope of Services. VENUETECH shall provide for the management and operation of
THEATRE as set forth on the "Scope of Services" ma¡ked as Exhibit A ("Services").
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2.2 Chgnses to Scope of Services. VENUETECH and CITY may modifu the Services by in
uniting by muhral agreement, provided however, should any change increase or decrease affect
the amount, character or time for performance of the Services, then VENUETECH's
compensation and/or time for performance shall be udj,rsted accordingly,
ARTICLE 3 CITY OBLIGATIONS
3.1 Obligations of CITY. CITY shall have the obligations set forlü in Exhibit B ("CITY
Obligations').
ARTICLE 4 FEES & EXPENSE REIMBI]RSEMENTS
4.1 Fees & E>fpense Reimbursements. CITY shall pay fees to VENUETECH as compensation
and/or experu¡e reimbursement for Services, including management and consulting services,
labo¡ and corresponding human resowces reimbursement, and administrative expenses incurred
in the performance of Services, collectively "Fees" as set forth in the *Schedule of Fees" ma¡ked
as Exhibit C.
ARTICLE 5 BILLING & PAYMENT
5.1 Invoice. VENUETECH shall invoice CITY on the l't of each month for such management
fees, labor and expense reimbt¡rsements due including but not limited to base mânagement fee,
adminisbative overhead fee, labor reimbursements and labor overhead, or any other
reimbursements (i-e. insu¡ance premium) that have previously not yet been invoiced as set forth
in the Schedule of Fees, collectively tlre "Invoice", as set forth on'Sarnple Invoice" atüached as
Ethibit D.
5.2 Payment. 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 (21\ day of the month.
5.3 Late Fees. Late payments will be subject to a fina¡rce charge equal to one and one half
percent (1.5%) pcr 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 l¡voice, CITY
shall provide VENUETECH with written notice within seven (7) days of receipt of the Invoice,
stating the particulars of the dispute. The parties shall mutlally cooperate to resolve any such
disputes in good faith and by mutual agrcement. All items not in dispute shall be paid as
provided for above.
ARTICLE 6 TERM. RETTIEItrAL & TERMINATION
6.1 Initial Term: The term of this Agreement is five (5) years, and shall commence on the lu day
of Decemberã0lû, and shall expire on December 31, 2015, (the fifth full calenda¡ year (refened
to as the *Term", *Initial Term", or "Subsequent Term"). 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 conrmences upon
November 1,2010, the Agreement shall expire Ðecember 31, 2015.
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6.2 Renewal upon Same Terms. No less than six (6) months prior to the expiration of the then-
current Term, VENUETECH and CITY may mutually agree to renew the Agreement for an
additional three (3) year o'Subsequent Term" upon the same terms and conditions of the
Agreement.
6.3 Non-Renewal Transition. ln the event that the parties do not renew the Agreement as set
forth in 6.2 above, then the parties acknowledge that the express purpose of a minimum of six (6)
months notice to temrinate this Agreement is to faciliate apredictable and professional
tansition to some other form of management of TIIEATRE forthe 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
Services.
6.4 Termination.
6.4(a) Expiration of the Term. 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.
6.4(b) Notice of Intent to Terminate for Material Breach & Cr¡re of Default. In the event
of a material breach, the non'defaulting party must provide notice of such potential material
breach in writing to the defaulting party, stating the reasons for the notice. The defaulting
party shall have a period of sixty (60) days to cure. Upon the expiration of the cure period and
where cr¡re is not achieved within said cure period, this Agreement shall be terminated by the
provision of a final written 30 notice of intent to þrminate by the nondefaulting party.
6.a(c) In the event the City Corurcil votes to not fund the operations of the TTIEATRE,
thenthe CITY may terminate this Agreement by providing a six (6) month notice, provided
however, that in the event the City Cor¡ncil decides to ñurd the operations of the THEATRE
within nine (9) months of the original notice to VENUETECH of its intent to not fi¡nd the
operations of the THEATRE, then CITY shall reinstate VENUETECH on the same terms and
conditions of this Agreement.
6.4(d) Notwithstanding anything to the contary CITY may terminate this Agreement by
providing a six (6) months notice to VENUETECH in order for CITY to be in compliance
with Article XVI of the Staæ of California Constitution (which provides in part that a CITY
cannot obligate itselfwhere ñurding is unavailable).
6.5 Effect of Termination Records & Executorv Contracts. Upon termination of this Agreement,
for any rea¡¡ori, all of the records in VENUETECH's possession pe*aining to the operation of
THEATRE, together with all supplies, equipment, or other property of CITY in VENUETECH's
possession shall be immediately delivered to CITY. CITY shall retain responsibility for all
execuûory contracts in effect for agreements including but not limited to talent fees, rental
agreements and third party vendors.
6.6 Effect of Termination - Booking New Talent Contracts. Upon termination of this
Agreement for any reason, or upon the passing of the date for rçnewal without a renewal of this
Agreement for a zubsequent term, or where either party is subject to a notice of material breach
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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 ln-House and Season of Events shall cease without
fi¡rther obligation.
6.7 Uppn Tqm.rinatioJr - Bgoking of EvenE. 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 Contact for Events for
which VENUETECH will not have managerial authority of THEATRE which VENLJETECH
would have represented to Talent Agent(s) or Performing Artist(s) during negotiations.
6.8 Effect of Termination - Existing Talent Contracts. VENUETECH shall have the right, at its
sole discretion, to notiff the Talent Agent(s) of any Perfonning Artist(s) under contact 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,S(b) Decisions to reissue contracts will be made solely at the discretion of individual
Performing A¡tists, Talent Agents, Talent Agencies or Talent Management, and shall be out of
the control of VENUETECH or CITY.
6.S(c) Thereafter any Talent Contrac(s) which have not been reissued in the name of the
CITY, or have not been cancelled, shatl be assigned to CITY by VENUETECH, whereby
CITY shall rìssume, without resen¡ation or change, subject to the consent of Performing Artist,
Talent Agent or Talent Management, all rights, duties and obligations under such Talent
Contuacts, 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 A¡tist's Event(s) occur after VENUETECH's last day of
management of THEATRE, whether the Talent Contacts 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 Offrce Sofrware License. In tbe event Terrrination occurs for
any reason prior to the expiration of the 47 month of the Box OfÏice Softwa¡e 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 forthe
Softrra¡e License fee prior to the date of Termination; and then
6.9(b) VENUETECH shall assign all rights and obligations wrder the eústing Sofri¡¿are
License Agreement to CITY (which License Agreement is freely assignable r¡nder the terms
and conditions of the License Agreement between VENUETECH and Choice Ticketing
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Systems, tnc.) as per the terms and conditions of this Agreement (See firther, Exhibit C where
such assigrunent shall be had for a fee of $100.00).
6.10 Termination - Wind-Dolvn Expense. Upon notice of termination of this Agreement for any
re¿¡son, then duing 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 montb, over and above all other Fees (the "Wind-Down Fee ). This \ilind-Down Fee
shall offset increased costs incurred by VENI.jETECH during the Wind-Down period. It is agreed
by both parties that should this Agreernent be tenninated for any reasorr at any time during the Term
or at the end of the Term, that the Wind-Down Fee shall be deemed frrlly eamed and non-revocable
by VENUETECH, and shall be immediately due and payable together rvith 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 Tern.
ARTICLE 7 VENUETECH REPRESENTATIONS
7.1 Authoritv. VENIJETECH is incorporated in the State of Califomia, and is duly licensed and
autho¡ized to engage as licensed fundraising counsel.
7.2 Standard of Perfonnance. VENUETECH shall perfonn services with the degree of skill and
care observed by national firrrs performing the same or similar services.
7.3 ComBliance with rù/age & Employment Laws. VENUETECH shall complywithall
applicable Federal, Staæ and/or local wage and hor¡r laws, including, without limitation,
withholding of social security, unemployment taxes and other required tanes.
7.4 No Discrimination. VENIJETECH shall make all employee decisions based on reasonable
criteria and shall not discriminate bas€d 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 resp€ct
to compliance with the ADA for THEATRE.
7.6 Independent Conhactor. VENUETECH hereby represents and warrants to CITY that
VENUETECH is an independent contractor for Fede¡al, state and local tax purposes. Ftntlrer,
VENUETECH hereby covenants and agrees to pay any and all Federal, state and local ta.res
required by law to be paid by an independent VENUETECH, including, without limitation, any
taxes imposed by the Self Employment Contribution Act.
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ARTICLE 8 CITY REPRESENTATIONS
Ll Authpritv. CITY represents and wa¡rants 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 THEATR€ and fo¡ the production of live
entertainment, performing arts, school and community events-
8.2 M.aintenance and Repair of the THEATRE. CITY shall maintain, or cause to be maint¿ined
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, electical and plumbing equipment, carpentry and such other normal
maintenance and repair work as may be reasonably nec€ssary.
8.3 ADA & Access Compliance & Guidance to VËNUTECH. CITY represents and wa¡rants
that it shall use best efforts to be and remain in compliance with the ADA Act of 1990 as
amende{ with respect to the TIIEATRE 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
standa¡ds may not be so low arl to expose VENTJETECH to risk of liability to other persons or
third parties for liabilþ under the Americans with Disabilities Act.
8.4 Acknowledeement of Risk. 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 rea¡¡orur other than financial profit potential
and that at times CITY may elect to produce Events which will require ñnancial 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 wilt make every professional effort to increase the likelihood of both creative and
financial success for productions held ât 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.
ARTICLE 9 HUMAN RELATIONS
9.1 Theatre Manaeçr. VENUETECH shall provide one full-time Theatre Manager.
VENUETECH shall have sole responsibility and authority in the selection, hirirg, compensation,
benefits, supervision, discipline and/or discharge of Theatre Manager. For all purposes, Theaüe
Manager shall be deemed to be an employee of VENUETECH.
9.2 Additional Theahe Emplovees. VENUETECH shall have sole responsibility and authority in
the selection, hiring, compensation, benefrts, training, supervision, discipline and/or discharge of
all support employees. For all purposes, support employees shall be deemed to be employees of
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VENUETECH. In the event that CITY requests or requires training unique to CITY, CITY shall
reimbruse VENUETECH for costs associated with employee time and expenses of employees to
attend such taining.
9.3 No Co-Emplovment. VENUETECH and CITY shall not be co-employers and employee
assigned to work at THEATRE shall work exclusively for VENUETECH. CITY shall have no
authority in the selection, hiring, compensation, benefits, supervisiorç discipline and/or discharge
of any employee of VENUETECH.
9.4 VENUETECH Emplovee Policies. VENUETECH shall have the sole and exclusive rigbt to
est¿blish 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.
ARTICLE IO \¡ENUETECH OPERATING AUTHORITY
l0.l Authority to Enter into Aereements with Facility Clients. VENUETECH is hereby
authorized to negotiate and enter into conûacts 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 CITYs approved policies for operation of TFIEATRE as set forth in the Business Plan.
10.2 Authority - Talent Contracts. VENUETECH is hereby ar¡thorized to negotiate and enter
into Talent Conbacts on behalf of CITY for In-House Events and the Season of Events. CITY
shall be obligated by all the tenns and conditions of each Talent Conüact, 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 disct¡ssed
with the Director of Community Services.
10.3 Exclusive Authoritv All Events. VENUETECH shall have the sole and exclusive rigbt to
negotiate on behalf of CITY with Talent Agents, Performing Artists, Talent Managements and
other artists' representatives for all Events at the TIIEATRE during the Term of this Agreement.
CITY acknowledges that VENUETECH has a developed good will and an outstanding
professional reputation within the entertainment indusky nationwide. These valuable established
relationships with industry leaders include practices and methods and specific skills and expertise
and experience which are deemed to be trade secrets of VENUETECH. CITY agrees to refrain
from contacting any Performing A¡tist or Talent Agent or Talent Management, or o'talent buying
companies" for Events at THEATRE. VENUETECH shall use its goodwill, expertise and
experience, together with its tade secrets for the benefit of CITY and THEATRE in the booking
of Performing Artists at THEATRE.
10.4 Exclusive Authority Technical Riders. VENUETECH shall also have the sole and
exclusive right to negotiate Technical Riders for In-House Events or Season of Events, on behalf
of TTIEATRE and CÍTY including production requirements, security, staffrng requirements, bus
and truck parking, air transportation, ground transportation, lodging, catering sewices,
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
Dowey Manegomcnt & Consulting Sorvicls Ägrcencnt Page l0
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to a¡tists, backstage accessibility and other related issues.
10.5 Back Stage & Securitv. VENUETECH shalt 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 individr¡als designated by such Performing Artists. In
addition, VENUETECH shall have the sole right to select security employees for areas with stage
and backstage âccess and to grant approval rights for this selection to Performing Artists or their
designated representatives.
10,6 .Meet,& Greet with A$ists. VENUETECH will make all reasonable efforts to
accommodate CITY, its representatives, employçes and guests, when requests are made to meet
artists in secu¡e back stage areas; however both parties acknowledge that these decisions will
always be within the sole conhol of individual Performing Artists and their representatives.
10.7 Performins Artists' Confidentialitv. [t is r¡nderstood by both parties that in most
instances Performing Artists, Talent Agents and Talent Managers consider the terms of their
Talent Contracts to be proprietary confi.dential 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 conlidential
information rvith CITY. CITY therefore agrees to not disclose this information to thi¡d parties
other than its advisors, ofücials and key employees solely for the purpose of CITY's receiving
legal, tax, business, policy and financial advice.
10.8 Dav To Day Operations - General. 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 resourçe for
answering questions that may a¡ise from time to time, provide guidance when commr¡nity issues
surface and to give general guidance to VENUETECH. CITY rnay elect to change this Project
Liaison from time to time and will give VENUETECH written notification when it elects to do
so.
10.9 Handline of Requests for Special Treatment b], Facility 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. [n many instances, requests will be made to use THEATRE for discorurted
fees or at no cost. VENUETECH has developed stategies to shield the CITY from receiving
direct solicitation from these individuals and groups and has included these provisions in the
Business Plan. ln addition to becoming a nuisance and being time consuming for CITY, this
situation has the potential to rndermine the VENUETECH employees assigned to the
management of THEATRE and decrease their ability to achieve financial goals established for
them. [t is agreed that VENUETECH and CITY will meet quarterþ, 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 concenring this matter and the financial and public relations impact
of this policy and the THEATRE business plan.
Downey Manrgemcnt & Consulting Services Agrecmørt Page I I
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10.10 Acç.ounting & Financiel Responsibilitfof CITY. 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 âny mid-year adjustrnents. The annual subsidy shall not exceed
$400,000 to operate the theatre without ñ¡rther approval from the City Council. VENUETECH
shall work with CITY to develop a muhrally agreeable fuiancial tracking plan, during the
development of the Business Plan. VENUETECH shall provide financial reports, or additional
information r¡s may be reasonably requested by CITY. CITY accepts fr¡ll financial responsibility
for the budget, and operating costs associated as well as the associated accounting with 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 VENLJETECH as a
nuìnagement and operating company and does not view VENUETECH as a {inancial parher or
investor or expect VENUETECH to participate in the financial profit or loss of THEATRE or the
Events tlnt take place at THEATRE.
ARTICLE 1I INTELLECTUAL PROPERTY
All maærials developed for the Business Plan by VENUETECH shall ¡emain the properly of
VENLIETECH and are protected by copyright. VENUETECH hereby grants, at no cost to
CITY other than considerations contained in this Ageement, a fully executable, non-
expiring, nontransferable license agreement to CITY for its use ofthe wdtten Business Plan
for TIIEATRE. This license agreement shall grant CITY the right to use said plan for any
public benefit purpose within the curent and funue geographic borders of Downey,
Califomia and its successors. CITY may make copies of said plan for its use, however agrees
that it will not knowingly sell, give or otherwise transfer ownership or contol of said plan to
other individuals, agencies, organizations or businesses and will only use said plan for the
benefit of the residents of CITY who through this Agreement have been granted rights to the
benefits of said plan. With the exception of this non-expiring license agreement granted to
CITY, VENUETECH retains ownership and copyright rights to the company's ideas,
conc€pts, materials, tade secrets and other intellectual properties.
ARTICLE 12 COFTFIDENTIALITY
12.1 "@" means any and all information of aproprietary or confidential
nâü¡re, including all tangible or intangible property including but not limited to tade secrets,
patents, or copyrights of either party ('Confidential k¡fomration'). For purposes of this
AgreemenÇ Confidential Information does not include: (i) infomration leamed from a third party
entitled to disclose it and who is not in violation of a confractual, legal or fiduciary obligation to
either party, (ii) information which is or becomes known publicly through no fault of either party,
(iii) information already known by either party prior to disclosure from the other party, or (iv) or
certain infonnation 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 thereol VENUETECH may have access to private or
confidential information owned or contolled by CITY. Such information may contain
Downey Menegcmcnt & Consulting Scrviccs Agrecment Page 12
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proprietary or confidential details. VENUETECH agrees that all information disclosed to
VENUETECH by CITY shall be held in stictest confidence and rxed only in performance of this
Agreement. VENUETECH shall exercise the same standard of ca¡e to protect such infotmatiorL
as a reasonably prudent businessperson would use to protect its own proprietary or confidential
information.
ARTICLE 13 NONSOLICITATION
13.1 No Solicitatio.E. During any Terrr of this Agreement, and on the nol-renewal, expiration
or ea¡lier te¡mination of this Agreement for any reason, the parties or any of their subsidiaries,
affiliates, employees or agents, shall not, either directþ or indirectly (i) solicit, entice, or induce
any employee, sub-contractor or agent of the other party to terminate employees' employment
with the other pady, without the express w¡itten 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 &is Agreement.
13.2 ProselJ¡tizing Fee. the parties agrees to pay the other paíy afee 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 zuch employee.
ARTICLE 14 INDEMMTY
l4.l VENEUTECH Indemnitv. VENUETECH hereby agtees to indemnifr, defend and hold
hamrless CITY, its agents, and employees, against all liability, obligations, claims, loss, and
expense, including reasonable attorney fees ('Loss'), arising out of the negligent performance or
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 cor¡rse of their employment or in the perfommnce 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 CITY Indemniw. CITY hereby agrees to indemniff, defend and hold hamrless
VENLJETECH, its agents, and employees, against all liabilþ, obligations, claims, loss, and
expense, including reasonable attorney fees ('Loss"), arising out of (i) any defect in the premises
of TFIEATRE, or (ii) the faihue of CITY to comply with any Federal, State and/or Local
regulation regarding TIIEATRE, including but not limited to the Americans with Disabilities Act
of 1990 as ame¡rded.
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 insu¡ance, certificates, or binders as
necessaxy 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 inswance coverage shall include:
Downcy Marugement & Consulting Serviccs Agrccment Page l3
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15.2 Commggial 9ençfa! Liabiliw Insu{ancp. Commercial General Liability insurance,
including but not limiæd to, bodily injnry, broad form property damage, and contactual liability.
Coverage afforded CITY shall be primary insurance, to the extent of the indemriification
provided by VENUETECH to CITY in this Agreement. Limits of liabilþ shall include the
following:
15.2(a) Bodily inj,ry, one million dolla¡s (S1,000,000);
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 ($1.0 per occurrence/$2.0 million aggregate) per accident for bodily injury and
property damage.
15.2(d) Excess liability coverage $1,000,000, in form acceptable to risk manager of CITY.
Such insruance shall contain limits of liability of not less than $2Million per occutr',ence and
aggregate.
15.3 Automobile Liability Insurance" Automobile liability insurance, including non-owned
and hired automobiles used by the VENUETECH or its employees in the performance of this
Agreement shall have a minimum combined single limit of one million dolla¡s ($1,000,000) for
bodily injury and property damage.
15.4 Worker's Compensation Insurance. Worker's Compensation insruance as required by the
laws of the State of California including statutory coverag€ for Employers Liability with limits
not less than one million dolla¡s ($1,000,000).
15.5 Professional Liabilitv Insurance. Professional liability (errors and omissions) insr¡rance is
required in the amount of one million dolla¡s (51,000,000) per claim and in the aggregate.
15.6 Additional Insurance Provisions. The following additional provisions apply ûo the
insurance coverage required as indicated in paragraph 15 above.
15.6(a) Additionat Insured. VENT ETECH shall name CITY, its Council members,
officers, agents, and employees as additional insured in the aforementioned Comprehensive
Commercial Generat Liability and Automobile Liability policies. The additional insured
endorsements shall be Multi-Cover (CG 7158 l2-03).
15.6(b) Notice of Cancellation. The policies shall provide for thirty (30) days writtEn
notice to CITY prior to cancellation, termination or material change in covetage.
15.6(c) Certificate Holder. The certificate holder shall be the same petson and have the
address as indicated in Paragraph 19 (Notices) of this Agreement.
15.6(d) Insurance Rating. 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 Califomia, and shall be acce'ptable to
the CITY.
15.7 Event Inswance Coverase. Notr¡vithsanding the foregoing, the parties agree that
VENIIETECH purchases insurance coverage for general liability for exposure specifïcally
related to THEATRE operations and public events f'Event Insurance Coverage"). The direct
Downey tlfanagemcot & Consultíng Servicos Agrecment Page 14
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cost of Event Insu¡ance Coverage for all Events at THEATRE shall be an expense in the annr¡al
operating budget of CITY, which direct cost witl be reimbursed to VENUETECH @ilhgUt
overheaã charàe) by CITY. CITY has the right to approve any additional insurance before being
obligated to pay.
15.8 Facility Client Evidence of l,,nsura¡¡ce Coveraqe. CITY authorizes VENUETECH to
direct all THEATRE Clients to provide evidence of general tiability insurance coverage to CITY.
THEATRE Clients shall provide CITY with a certificate of insurance which shall (i) name
CITY, VENLTETECH and their respective owners, offtcers and employees as additional insu¡ed
for all Events, and (ii) provide an endorsement to the policy to require the insr¡rance canier to a
prior written thirty (30) days notice to CITY for any change or cancellation of coverage.
ARTICLE T6 N.ECORDS & OWNERSHIP OF DOCI.'MENTS
16.l Records. CITY and VENUETECH agree to keep accurate, complete, and separate books
and records of accounts in accordance with generally accepted accourting standa¡ds and
procedues on the basis of a calenda¡ year. These books and records shall, without limitation,
show all income and expenditures, acconnts payable, accourits receivable, available cash, and
other assets and liabilities pertaining to TIIEATRE. A specific financial management system
shall be agreed upon by the parties.
16.2 Inspection of Books and Records. VENUETECH and/orCITY may, at anytime duing
the norrral buiness hor¡rs of CITY, inspect all records and supporting and related documentation
kept by VENUETECH and CITY relating to the management and operation of TIIEATRE,
inıtuaing without limitation, checks, bills, statements, cash receipts, contacts, and
correspondence.
16.3 Audit. CITY, at its sole exp€nse, shall conduct an audit of all account books and records
connected with the management of the THEATRE.
16.4 Work Product. The parties acknowledge VENUETECH is providing the CITY with
professional sen¡ices and thete is no work produc! provided however that VENUETECH shall
þrovide CITY vrith the Business Plan as set forth in Exhibit A and CITY shall be granted a fully
äxecutable, non-expiring, nontransferable license agreement to for use of the written Business
Plan for any public benefit putpose within the current and future geographic borders of Downey,
California.
16.5 Owne¡ship--of Docunents. Upon the expiration or termination of this Agreement for any
r€ason, the originals of all records, data, files, memoranda, reports, studies and similar material
shall be the property of CITY.
16.6 Ownership of Records Specific to VENUETECFI. On the expiration, or the earlier
terrrination of ttrii Agreement for any rear¡on, VENUETECH shall retain the ownership rigbts to
contracts, memorand4 fites and records relating to Talent Agents (including but not limited to
artists managemenl artists, artists publicists, artists road managers and other artists
representatives), as well as all records relating to employees currently or previously working for
VENTIETECH at or on behalf of THEATRE.
Dowrey M.nsgcment & Consulling Serviccs Agrccment Page l5
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ARTICLE 17 UISCELLANEOUS
l7.l Acceptancg of Facsimile SignqttueF. The Parties agfee that this Agreement and related
documents to be entered into in connection with this Agreement will be conside¡ed signed when
the signature of a Party is delivered by facsimile ûansmission. Such facsimile signatr:re shall be
heated in all respects as having the same effect as an original signanre.
17.2 Amendment, This Agreement may be amended only by written agreement, signed by the
parties to be bound.
17.3 A¡bitratþn. All disputes shall fint be attempted to be settled by inforrral mediation
between the parties. In the event an impasse is reached, all disputes shall be submitted to final
and binding a¡bitration in accordance with the rules of the American Arbitration Association" to a
single a¡bitator selected by the Parties. The arbihator's decision shall be a final and binding
determination and shall be futly enforceable as an arbitation award in any court having
jurisdiction and venue over the parties by order ofthe court under a sealed confidential
agreement for same.
17.4 Assisnment. This Agreement may not be assigned by either party, and any attempted
assignment shall be void.
17.5 Cooperation. The parties covenant and agree to take such further actions and to execute,
acknowledge, and deliver such additional documents a¡¡ may be reasonably required to implement
the terms and conditions of this agreement.
17.6 Counterparts. This Agrecment may be executed in any nr¡mber of counterparts, each of
which shall be an original, but all of which together shall constitute on irx¡tn¡ment.
17.7 Governins Law. This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California. Ariy a¡bitration action or suit or proceeding with respect to
this Agreement shall be brought exclusively in Los Angeles County, South Easq in the State of
California
17.8 lntegration. This Agreement contains the eNrtire Agreernent between parties and
supersedes all prior oral and r¡¡ritten agreements, understandings, cornnitments, and prac{ices
between them.
17.9 Modification. No oral modifications, express or implied, may alter or vary the terms of
this Agreement. No a¡nendments to this Agreement shall be binding unless in writing and signed
by an authorized representative ofthe Pa¡ties.
I 7.10 Notices. All notices, requqsts, 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 tansmitted by telecopy; if received
during normal business hows on a business day (or if not, the next business day after delivery)
provided that such facsimile is legible and that at the time zuch facsimile is sent the smding party
receives written confirmation of receipt; if sent for next day delivery to a domestic address by
recognized ovemight delivery service (e.9, Federal Express); and upon receipt, if sent by
certified or registered mail, retum receipt requested. In each case notice shall be sent to the
respective parties as follows:
Downey Mrnegemcnt & Consulting Services Agrecment Page 16
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City of llowney
Community Services Department
Downey City Hall
I 1 I I I Brookshire Avenue
Downey, CA 90241
Attn: Mr. Thad Phillips, Director
^
VenueTcch Management Group, Inc.
3415 Sweet Drive
Lafayette, California 94549
Attn: John R- Lind, President
17.ll Severabilitv. The provisions of this Agreement are intended to be interpreted and
const¡r¡ed in a manner which makes such provisions valid, lcgal and enforceable. [n the event
any provision of this Agreement is found to be partially or wholly invalid, illegal or
unenforceable, zuch provision shall be modified or resticted to the extent and in the manner
necessary to render such provision valid, legal and enforceable.
End of Downey Management and Consulting Services Agreement
Signatures & Exhibits Follow
Downey Menagement & Consulting Serviccs Agrcement Page l7
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STGNATT'RES
Downey Menagement rnd Consulting Senicer Agrcenent
IN IVITNESS WHDRßO[', the parties have executed this Agreement as of tüe first day and year above uritten.
cItvotr'DotvNEY,VDNUE,TECH MANAGEIìIENT
¡ Crlifornir munhþl corporrtion INC.
¡nd city
By;
AmG M.
Dale:tah /Date:
R Lin4 President
¡Þ
Attest: . . -T\_"
Approvedas to Farqi*- ::-
CþAtûomey
Darc: lA -.f -/O
DomryManagcrncnt&CøxultingServixfurccrrcat Page l8
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CONTRACT FOR MANAGEMENT AND CONSIJLTING SERVICES
I)owney Civic Theatre
DO\ilNEY, CALIFORNIA
EXIIIBIT A. SCOPE OF SERVICES
Transitiou Phase
The Transition Phase of the Âgreemcnt will taLe phce ovet e trvo (2) month pedod. Durrg this time City satr will
condnue to opcretc the Theaee while VenueTech implements the following scope of sewices:
1) Development of a comprehensive Theatre Business Plan,
2) Initiel tegal and community u¡o¡k for the fosuation of a new 501(c)3, nonpto6t organÞation to support the
Theatre operetion (6nal epproval Êom the IRS u'ill take place at a later date,)
3) Recruitin& hi'i¡g ¡nd tmining of on-site VenueTedr The¿tre ssff.
4) T¡aosfer of knowledç from City stâff to VeûueTech employees
Àt the eod of the ransition period, City steff will not be required for the Theatrc operation (other than the City f irison)
and dl Theatre saff vill bc empþees of VcrrueTech. This will effectively eod the short and loag term ecrployet
liabilities of tbe City of Downey with tegards to the Tleette operation.
The Transition Ph¡se will consist ptimarily of the following uork:
1) Ftiring and training of the on-site Tteat¡e Manaçr. It is anticipaæd th¿t dris individual *iII b"g"
work, on-site within ó0 to 90 days of the sigping of rhe Agreemenu
2) Transfer of knoudedge from City stâff to VenueTech employees.
3) lostallation of Equipment and Software for the Full Sen'ice Box Of6ce operetion" VeoueTech sdll
be responsible for the purchase a¡rd insallation of requfued computers, serrers, ticket pdntcs, report
pdnter, and softqra¡e license fees for the box ofñce operation.
4) Forrration of Nonpro6t Organization: The iniúal development of a new nonprofit (501(c) 3)
organization to speciñcally support the Theatre operatior¡ urhich will be ao esse¡rtial tool for
exEanding revenues for the Thcat¡e. This nev¡ community-based, v<rluoteer organizatioo will be a
vital tool for the development of oew revenue from sources such as membership programs,
spoosorships, grants, endorsment gifts and other tax deductible cont¡ibution from individuals ¿nd
foundations. Dudng the t¡ansition period, VenuiTech will complete the legal ñlings with the State of
Californi¿ and the IRS and *iU b.g" nenworking with Downey leade¡s to encourage
community ownership of the prolect
this rvork will include:
a Forrnation of Corporatioa with the State of Cdifomia
Iægal Elings with Iotemal Revenue Servicea
Downey Murrgement & Consulting Services Agrccmørt Page 19
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!flft¡ng ef the .¿\¡ticlcs of Incorporation
Writiog of the Orgaaization's Bylavs
Begin networkiog with Downey civic and arts leade¡s to encou¡age comr:ormity ownership of
the Theatre and the new nonprofi.t orgaoization.
5) Dcvelopmcnt of Comptehencivc Buei¡ess Plan: The fi¡st phase of VeaueTech's work will
indude the developmeot of a strategic business plan that enuûrer¿tes the missior¡ community goals,
Enancial obiectives, programming strâtegies, operating policies, marketing str¡ægies and fundmising
plans of dre Theetre. The busioess plan will also include a sedes of Perform¿¡rce Bench¡na¡ks for
evaluating the on-going community and financial succcss of the The¡tre operation.
It is anticipated that the plan uould indude the followiog infotmatioo.
Chaptcr One: Exccutivc Summary
Priaag Goøt
Cnatiw Visìon
Finzncial Vi¡iott
Pri r-J B uí aett S nz u¿i c t
Priaary ßøtaamùtiott¡
F i ra n ci a I C.o r i dra ti o n ¡
PnJþl€dOpratinsBdgtk
S ørph F stt n P rcgrann i ng Budgtt þ)
ChaptctTwo: Aaaþic of Buei¡ees
PqjcdBukgntnd
Ma¡kct Cbarac t¿rì ¡tie¡
kgiona I D caographic D ata
OtharVncd¡ itt tk Mdrþ¡t
Cheptct Thtcc: Tcchnical Spccifications
Stagpbt
UþtingEqripnent
SonndßdnJoncanì
Søgt Equipnnt
Box OSa foxipnent Spcifcatioat
Otbc¡Tcchttic¿l I¡n¿¡
Cheptct Fouc Theatre Opetatioae
Pafonønæ Moùtk - Tlte Conøpt
Organiptional Stmctun
Idenlficatior of Mørkct Sc¿acntt
^
a
a
a
¡
a
I
I
I
I
I
I
a
I
a
a
I
I
I
Do\,vney MensgÊm€nt & €onsulling Services Agreoment Page 20
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Conmnnig&ntal Makct
RøølPolicies
In-Hot¿¡¿ Pn¡cn tation Marþct
BoxOfiøOpntiont
Seaøa and Sit¿h Ticþ¡t Sah¡
I¡ -Hotn Pngrann i ry Cdterîa
Bookin¿Snatgia
T lt c Tota I T baa tn Exþdøet
Finønciøl Mønagnnt and Carb Manøgmcnt Policiat
Euinat Dewlopnent and Ciltural Gmúb
Ma*arta¿aad Sprcorhþ
Ftnd Ðcwb¡tnant
FadlIE Mai*ruaæ and Pns¿n¿tion
Paþrmann Bcncbaarlzt
Manegement and Operations Phacc -
Beg¡ming 60 days aftet the sig¡ing of the Àgreemerq VenueTech u'ill be responsible for the following scope of wotk:
Dcvelopment of Manegcmcnt eld Employees Syctem:
1) Develop and cstablish a professionâl mânâgenent systern desþed to provide for the on-going ¡¿lminis6¡¡i6¡ ¡¡¡d
oa¡¡¡8efûent of the Theetre.
2) Hire, t¡ain end supervise aII requied fi¡ll-time and part-rime cmployees including but not limited to the ÏTe¡te
Mrnager, box ofñce mânâger, production manâge¡, tech¡ical director, stage hands, technicd staff, box office
employees, ushers, ticket taker, custodians urd other employees âs ûecde¿
3) Maarç payroll rnd other employee syster¡u¡.
4) Prcvide adequate wo&ers compensation insu¡ance for all eoployees wort¡ng ât o¡ oo behdf of the The¡tre.
Ihe¡tre Managcmcnt end Con¡ultatio¡:
1) Provide on-going masegement of the Theatrc. The daiþ operation of this busitress urill be coordinated by the
Thear¡e ltdanager, who will be hired and supewised by tùe Vice P¡esident of VenueTedL rùo will setre as the
Profect N{anagcr for the Dow¡rcy coatract.
2) Represent the City of Dowaey with regard to the use of the Theat¡e by thfud gertics fot the production of public
rnd pdvate events. VeñucTech will negotiate, preplr¡e and sþ rcntal agreements, require insurance, make ofhet
requiremeots of Theaue Clieats, provide senrices to Clieots ¿nd collect fees, ænts and ¡ei¡nbwsements on bebâlf of
the Gty of Downey.
3) Recommend operating budgets, p¡ogremming models, rental tates, operating polcies, business stretegies ând
cbarges to the Business PIan, vùere necessaly, to the Gty. Final apptoval shell be pmvided by the City Council
with implemenåtion the responsibility of VeoueTech.
4) Instdl, manage aad operate the Theet¡e box ofice including the sale of eveat úckets, management of box ofñce
receþts, scheduling of patton seeting end the management of paEoo sales iofooration.
5) Dcvelop an "in-house" programming plen for a season of e¡tetaioment arnrd/ ot t series of fe¡tivals (art rnd music,
6lm, cthnic, civic, holidaS etc.) for presentatioo at the Theat¡e afld Tbe¡tre couttyard. This progamnring could
possibly erte¡rd to other f¡cilities in thc generat uea ¡s well, It is our intcstion to use the aewly formed nonpro6t
organization ¡s both a ñnding tool fo¡ these ptogramrning efforts ¡¡d ¡ vehicle for gaining comrnunity input into
a\
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Dowtrey Man¡gcment & Coniulting Sc¡viccs Agrcomcnl Page 2 I
A
programming decisions.
6) Negotiatc tâlent contracts for performing ¡¡tists u¡ho will perform at tbe Theat¡e fot those eveûts or "Seaso¡ of
Events", to be produced in-house by VenueTech, on behalfofûre City.
7) Negotiate techoical ride¡s and shoqr ¡dv¡nce sen¡ices for those events to be produced in-house oa behalf of the
Ciç including production and equipment rcquirements, staf6ng requfteanents, secudty, bus and tnrc.k parking air
uaospottation, grornd transportaÉon, lodgi¡& catering serrrices, merchandise tigþts, Enancid settlement ptocedues,
media rights, approval of martetjqg plans, approval of use of artists image, approvrl of ¡rtists rccorded matcdals,
media and public access to artists, baclstage accessibility and other issues,
8) Manage the Tbeatre meste¡ cdendar for perfomrance, reheatsal, tecbnicrl and production ¡eeds erd oaintenance
schedutes for all eve¡rts duting the tnælvc (12) month calendat ycar.
9) Negotiate end coordinate urith thi¡d p^rty c¡terers, concessionâires and other food asd meteåandise vendors.
10) Menage and o¡rctrte any in-house conccssioo prog¡âm that may be implemeoted ât the The.tre.
1 1) Cootdinate the weot productioa needs of all Theâtre clients iocluding the provision of production se¡vices such ¡s
technical support, stâge equipment, production staff, public cete¡ing, back stage catering, box oftce, usheßi ticket
takers and othe¡ ¡elated se¡¡ices-
12) Coodinaæ the event production needs of 'touse companies" induding Civic light Opera Symphony and Hþh
School events, including the provisioo of productioo services sucb as tech¡ic¡l suPPort, stage eguipment,
production staff, box office ff rcquircd), ticket akers, uslrers and other se*iccs these gtoups may tcquire.
13) Provide The¡tre clients with advice regarding evcnt psoduction, event promotion and othet such suPPort.
14) Provide the City with on-goiag pþgra¡n niûg and opentiog ¡eports u'iù info¡meúon regarding ticket sales, mârtet
strcogth, sdcs trcnds, booking patterns, industry trends, eotertainer muting possibilities âûd othet data.
15) Ptovide iasutaoce covelrge as per the tetms of this âgtcìeßent
16) mnage the darty operetiond needs of the in-house bor office, including on-siæ point of sale, inæmet sales, direct
mail and telephoae srles.
M¡¡keting ¿nd Business Devclopmcnt
1) Tte specific marlreting and business development responsibilitics of VenueTech urill be as follows:
") VenueTech will be responsible for those ma¡.keti'g respooibilities th¡t te legally rcquired in th¿ contnc¡¡al
relationships entered into betweeo VenueTech and Talent r\gents or those tequired ot promised tb¡ough
VeoueTech's loag-standing business relatiooship with ¡uch agencies. Tlerefore VenueTech shdl have the sole
¡nd cxdusive dght, subiect to budget approvd by ùe City, to select 8Fîphic designers, p¡inters, mrrketing
egencies and other marketing professionals for ell work related to the attists protected by these contracts.
Subiect to linitåtions of individual artists and their rcpresentadves, VenueTech shall have the sole and exclusive
tight to autho¡ize the use of imeges, depictions, photographs, video and audio regroduction of individu¡l enists
for pronotion of eveots ¡rroduced by VenueTech on behalf of the City'
b) The deveþment and implementatioa of all ma*eting and advcrtising plans for individud a¡tists end
aegotiation of each oa*et¡¡g plan with Tdent Maoagel Taleot Ågeût or Tdeot ÂgeÍcy where required,
.) Coordi¡atio¡r of personel appearânces, intewiews aod "meet-and-greets" by perfotming attists'
d) Deveþment and approval of the use of all sdes aad advertising matedals specific to In-House Eveots ¡nd
Season of Events ilduding brochures, ticket o¡der forms, Byers, frosters, billboa¡ds and print and electtoaic
media.
Ð Bueiness development and marketing Ío¡ the Theat¡e rentâl operation iocludiag the developmeat of æchnic¡l
speciication brochues, sales matedals rnd oths required coll¿ter¡l rnatedals.
Downcy Manrgemcnt & ConsultiDg Sewicer Agreemcnt Page 22
4j
^
Deit¡ Operetional lgruc¡
1) VcnueTech shdl provide for the daily jraitori¡l necds of the Tbe¡ce
2) Ven¡rcTech shall coo¡dinate u¡ith the City for ell major mai¡tenance of the physical plznt, mtiff CITY of
mai¡teo¡r¡ce issues a¡d help eosure that communication with the approprieæ City Departments is effective a¡d
professional.
3) Veor¡eTech shrtl u/ork closely with the City Staff to easure rh¡t 6ûnciâl lecords, budçts, and budget updâtet
are timely ard eccuf¡te.
Venr¡eTech shall coo¡dinate a[ reporting rcquirements for the City Cormcil and the City ]vfanaget úuough its
contrct urith the City Saff.
5) Venue'fech shdl mect regulady with the assþ "City Liaisorr", ulhidr shall bc e City Eoployee at úe
Depertmeot Head level
End of ExhibitA
[townoy Managcment ¿È Consultang Serrric.s Agtomcnt Page 23
^
CONTRACT FOR MANAGEMENT AIID CONSULTING SERVICES
DOW¡IEY, CALIFORNTA
EXHIBIT B. OBLIGATIONS OF CITY
1) General
a) Provide a safe building that is appropriate for public assembly and that meets füE 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 coordinæion and commt¡nication between
CITY and VENUETECH.
c) Provide the fr¡¡rds required to operate the THEATRE, and approve the annr¡al operating
budget of the THEATRE. The annual subsidy shall not exceed $400,000 to operate the
theaEe without further approval from the City Council.
d) Provide the fi¡nds 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 puçose of providing
credit card sales at the box office for the pruchase of tickets by patrons for sales dfu€ctly
through the box office or for internet sales.
Ð Review financial reports, and provide direction to VENUETECH concemingthe
operation of TFIEATRE, the direction of the THEATRE business and the financial,
business and community service goals of CITY regarding THEATRE. Make budget
adjusùnents rN necessary.
g) Review and approve the annual programming plan of the THEATRE as submitæd by
VENUETECH.
h) Provide guidance to VENUETECH regarding community interests and needs of the
overall mission and goals of CITY with regards to THEATRE. Speciñcally provide
VENUETECH with direction relating to any requests that may be made by local nonprofit
organizations for free ordiscounteduse of THEATRE.
r) 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 otherthan financial goals.
j) Provide ADA policies and procedures as per the ærrns of this Agreement and ensue that
the THEATRE remain in compliance with ADA laws and otherpublic safety
considerations.
k) Compensate VENUETECH timely for the services provided, ris per the terms of this
Agreement.
Dowßy Manâgemont & Consulting SÊrviccs Agr€emçnt Page 24
^
CONTRACT FOR MANAGEMENT AIïD CONSI.ILTING SERVICES
DOWI\EY, CALIFORII{IA
EXHIBIT C. SCIIEDULE OT'TEES
Based on the scope of sen¡ices oudi¡ed in this ptoposal (recognizing that the ¡ctrr¿l contract may chanç once $e meet
with City staf$ it is anticipated that ow fee stlr¡cture would be as follows:
Maaagemcat Fec
L¡bor &
Ovc¡hcad
Rcimbu¡semc¡t
$13,800 per month: for the
period &om 12/l/2010
thtough 6/3012012
$14,490 per month: for the
period ftoo 7 /l/2012
thtoWh 6ß0/nß
S15"215 pet month: for the
pe¡iod f¡om 7/l/æ13
rJto,tþ6/30/zOM
7/l/2014 end tbe¡eafte¡ on
July 1r for the remai¡der of
this Àgreemcat, the monthly
fee sh¡ll be subfect to
mnuâI âdiustment based
upon the CPI-U (es used for
othet budçary putposes by
the City of Douney).
Tte ar¡nu¡l adfusünent shall
be besed upoo the month of
Jrlv.
Direct costs plus 30%
overhead
Direct Cost with no added
ovethead
Employcc
Bc¡cfit¡
ReimbuFcment
Tbis fee is inclusive of ell required consultation ¡nd
man¡gement services, induding hours epent by the Vice
P¡eúde¡t, Theat¡e Opetations (Ptoiect N4anaget) and
President of VenueTech and the etrployment costs
,lssoci4ted with one (1) frrll-time VeoueTech positioo on'
site, wtrich would be the The¡t¡e lrdroeger positioo.
VenueTech will grovide dl tequircd labor fo¡ the agreed
upoû scope of work and urill be ¡eimbused monthþ for the
urages of these employees (othet tha¡ the Presidant, Vice
P¡esideot and Tbeaue lvfanager costs, which a¡e i¡duded in
the lvfanagement Fee) Ver¡ueTech shdl be paid lrbor
overherd equd to 6irty petcent (3Vh) al rcimbunable
ulages to offset the costs of pcrsonoel overheâd costs
indudiag, u¡otker's coanpcnsrtion insurance, uoemployment
insurancg employer's tax co¡tdbutions, payroll erpets€s,
eod othe¡ employmeot r¡laæd costs. This applics o the
toal wages earned by VeoueTech etnployees assþed to
q¡ork at thc Theatre but is ¡ot applied to any employee
benefit reimbu¡semenß,
Should the operation require additiond fr¡ll-ri-e personoel
or should eny part-time employee work requircments
exceed an âver:rge of 30 wor! hours per r¡¡eek, Ver¡ueTech
will be rei¡nbursed for the provision of health aod disebility
insr¡rence be¡efits for these employe€s- In the event of aoy
local, stete or federally mandated inc¡eases to the cost of
aûy ernployee bcne6ts, VenueTech and CITY agr€e thât
ariy such increase shell be automatically i¡cluded in the
"Employee BeneÉts Relûbursemenf' ß etr exp€nse,
t owrcy M¡¡rgement & Consult¡ng Services Agr€€ment Page 25
lneuteocc
Rcimburscmcnt
Annuel Rcscarch
Reimbu¡scEent
M¡¡qgüCell
Pþs¡s Expcnsc
DÈect Cost rpith oo added
ovedreed
$800 per year: for the period
ftoml2/l/2010 ûrough
6ln/2012
$840 per yeer for the period
ftplû7/l/2012 thrcugh
6/3012.013
$882 per yeer: fot the period
îrom7 ll/2O13 tluough
6/30/2014
7 / | / 2014 and thereafte¡ oa
Jnly 1" fo¡ the ¡emai¡de¡ of
this Àgteement, tbe anaual
fee ghall bc subiect to
annud adiustmeat based
upon the CPI-U (es used for
other budgetary purposes by
the City of Doumey).
Tbe ¡nnu¡l adiustment sball
be based upon the month of
J"lv-
Di¡ect costs
^
Subjcct to the ¡eesooeble rnd good füth eppmval of CITY
,VenueTech will purcharc r¡ insu¡oce Policy to cover
generd liability, noa-ov.ncd eutomobile aad liguor liability
(if required) for exposure spcciñcally tdating to the Theat¡e
opcration urd public events (this is in additioo to the
insura¡ce provided by VenueTech end is i¡tended to cover
the public activities of the da¡today operation.) The
direct cost of this i¡suance will bc i¡duded in the asrud
openting budget eod will be teiobu¡sed to VenucTecb-
Typicall¡ sithin thc entertai¡meÁt industry, uqderqt¡iters
quote fees fot this type ofpolicy based on total ¿ttcod¿¡ce.
VenueTech purchæes e "oastet policy''and allocetes the
cost to each theat¡e client bascd o¡ an annu¡l fo¡mula
provided by the underwtiær.
In January of e¡ch year, VenueTech is to be reimbu¡sed ¡o
an¡ual rese¡rch expense to help offset thc costs associ¿ted
vith rhe collectior of industry drta, artists ouring d¡t¡ a¡d
other i¡formation æquired for the booling of talent
The di¡ect costs assæiatcd with thc aeed for thc Thcatrc
Mrnaçr to carry a cellular telephone shdl bc reimbu¡sed to
VerueTech on r montüly b¡sis. Thb eh.âll be induded in
the ¡nnud The¡tre op€rârirg budget.
(n additioo to Monthly Maorgement Fees), One Tlme
Tr¡nsition Cost in the a¡no¡r¡t of 114,700 for consultiog
sewíces the development of the Theat¡e Business Plan and
the fo¡g¡ation of the 501(c)3 otgaoization. This fee is
i¡clusive of legal cose e¡d 6ling fees for the nonpro6t
oryanization as uæll as publishiag c-sts for tuteoty (20)
copies of the fi¡al brxi¡ess pla$ to be bilted 50% to bc paid
in ls Month of this r\greemeût, 50% to be billed upon
delive¡ of the d¡aft The¡tre Busi¡ess Phn. Net 15 days.
Pu¡chase and Iostall¿tioo of computer, server, ticket
pdrters, report printer a¡d credit ca¡d readets. This
OncTime
Tmn¡ition Co¡t
Box Office
Equipmeot
f14,700
112,000
Downey Mrnr¡emsnt lÈ Coneulthg Sorviccs Agrcement Page 26
Wind-down Cost $6J00 per month only paid
in the 6¡al óree months of
any contr¿ct term ifcotrtrect
is not ertendcd.
16,500 per cronú: for the
pedod ftom l2/1l20l0
thtougb 6/!0/2012
16,825 pet monthr fot the
pedod fmm 7/tlzÙP
through 6/30/2013
$7,16ó per oooth: for the
period from 7,/l/2013
through 6/30/2014
7 /l/2014 a¡rd thereafter on
July lil for the rcrnainder of
this,r\gteemeot, tbe nontlùy
fee sball be sub¡ect to
annud adjustmeot based
upon the CPI-U (as used for
other budgetary puçoscs by
the City of Downey).
The ¡nnual adjustmeot shall
be based upon the month of
j"tv.
^
rncludes initial install¡tion rnd license of softça¡e ¡nd
trqi'úFg to be bdled as follows: 507o upoo cxecution of this
Ågreemeo! 50% upon delivery of Box Of6ce Equipmcnt
Instdl¿tion Net 15 days.
Commcncing in the 3d month of this .r\gtecureaq e
Softwa¡e license fec sh¡ll þg paid ovet a ¿l4month Period'
Àt the end of this period, VenueTech will uaasfet its rights
to thc softi¡¡ate liccnse end eny on-site equipmcot (in an "as
is" condition) to tbe City of Dourney for a fee of $100.00.
In addiúon to this license fee, if the City wishes to sell
tickets through the Iatemeg Choice Tlcketing Systems
('Choice') vill have the rigþt to add a patton conveoieoce
chatge of f2.00 fo¡ each ticket sold for Intemet sales only.
No 'þer ticket" chatges will apply to aay tickets Pdnt€d ¡t
the Theat¡e Box ofñcc, If paton convenierice fees are
edded at the Box office, all tevenues will be retaioed by the
City of Doumey. Choicc resen¡es the rigbt to increase this
t2.00 fee on an annual basis; however Choice elso gives the
Theatre (CITY) the .!ght to add aoy ¡dditional amor¡Ãt to
dris convenie¡ce fee, vhich said ¡mount u¡ould be teai¡ed
as City reveorrc.
VenueTech charges ¡ 6.esage!¡reût erPesse of $6J00 per
montll in additinn to lìtt ban mønagmcntJæ, fo¡ the SnaI th¡ee
(3) mooths of the Term of this r\gæement, or the ñnal
th:ee (3) øo¡ths of any Subsequeût Term thet may occur
as a result of cootract e¡rtensions. This Whd-Down Cost
offsets the increased costs incuced by VeoueTech druhg
these periods (as 6rrther set forth in this Àgreemeat hetein).
For example, this payment is rnadc in the 6¡al three
months of the 6frù year of the coatracq if the cont¡act
erçires at that time and is not extended..
End of Agreement
In¡t¡ll¡tion
Box Oflicc
Sofin¡¡rc Licen¡c
f800 per month
Downoy Managcment & Consulting Serrir:es Agrecmcnt Page 21
^
Exhibit D
Bill for Sewices Rendered
CLIENT: Cþ Of EXAMPLE
ÐATE: October 4,2010
PROJECT: Communþ
Invoice C-l110
3415 SweetDrive
Lafayette, Californla 9*$19
9&'f*2l46,eM*9(faxl
www.venueÌech.com
....;
ç32,784.62TOTALPAYABLE
Please remit paymeût to:
VenueTech Management Group
3415 Sweet Drive
Lafayette, CA 94549
Management Sen'ices - Novcmbet 2010 ,{il: *ii Y
$13,800.00/Managernent Fees - Novembet 2010 ./ 'sl'fr;,. .,'':'a, "ljñ.
Surroort Per¡onnel Reimbursement - SeEet 2010 Pöpll -
kee atta¿:bed þaymll nþort for detail¡) lL -nrc'
s17318.288'l i,i2l .75 øts¡ i0o/o ovcrluad lL.
^ò- I V
$400.00EmDlovee Benefits ReimbGñ¡rerDet 2(F
Health insur¿nce premium 6orliüigâil1
\
800.00Box Office Softwab;License Monthlytc -tY
' ,ti!Jú9-".
Emploxe Expense.'Rsiñbursffiè rrts (see attad¡ed æimbørsement fotms ørd næiþ|s)
98.00Tl¡ñnaser CellTÉlrone Expense
fan Lund - Tulv expeii'¡es 8214.84
[42,38lssry¡¡J-.supffisSGil'81 I 1.12
Total Emolovee EJenee Reimbu¡sements $466.34
NET 15 days
AGENDAMEMO
APPROVEÐ BY
CITY MANAGER
TO: Mayor and Members of the City Gouncil
FROiI: Office of the City Manager
By: Thad Phillips, Communi$ Services Direc{or
DATE: November 23,2019
PRESEN[[Û TiJ -'1-23-{O
I
f, Apprcved
b Denied
El Received & Filed
SU&!ECT: APPROVAL OF THEATRE ilANAGETENT At{D
AGREETIENT WTH VENUETECH TIANAGEÍTENT
APPROPRIATIOI{ OF S208,000.
RECO¡TTENDATTON
That the City Council approve a fwe (5) year agreement with VenueTech Management
Group Inc. for Theatre Management and Gonsulting Services forthe period of
December 1,2010 - December 31, 2015 according to tfre terms and conditions of the
attached agreement and appropriate $208,000 for the period of December 1 , 2010 -
June 30, 2A11 .
DrscussroN
On September 9, 2009, the City Council formed a Theatre sub-committee with Council
members David R. Gafin and Roger C. Brossmer as members. On April 13, 2010 the
City Councilapproved issuing a Requestfor Proposal (RFP) for Management and
Operation of the Ðowney Theatre. After reviewing responses from six (6) organ¡zat¡ons
and individuals, Lafayette California based VenueTech Management Group
lncorporated was invited to meet with the Theatre suÞcornmittee to discuss their
proposal. The Theatre sub-comrnittee re@mmends contracting with VenueTech based
on a number of factors including: experience in úenue managernent of similär size
theatres, booking experience, proposed presenting serþs and events, continuing long-
term relationships with existing partnerships, and proposed operating budget.
VenueTech submitted a proposal including private-public partnership through which the
City-owned facilig is managed by a private cornpany. VenueTech cunenüy operates
six (6) public theaters in Califomia in the cities of Campbell, Eureka, Vacaville, Valleio
and San Ramon. The VenueTech business eshblishes and manages a non-proft
foundation for each of its theabes, these foundations ofßet the subsidies associated
with theatre operation. This key service is not offered by the Gity's in-house staff. ln
addition, the VenueTech proposal includes continuation of rental activity at the Downey
Theatre in addition to a limÍted series of in-house Special Events or Festivals present¡ng
professional artists and nationaltouring artists and full service box office operation.
The Scope of Services include
o Development of a Theatre Business Plano Formation of a 501(cX3), nonprofit organization
City ui;rii
CITY OF' DOIV¡IEY, CALIX'OR¡ÍIA
^
. Hiring of a on-siteThcaüe Manager. lnstailation of Equlpment and Sofhnre for a Full Sarvioc Box Olllce opcration
r Develop prognamming plan br a sêason of cntertainrnent and/orsedcs of
festlvalso Coordinate lhc event ploduction needs of Cfub Light Opcra, Dwney Symphony
and Downey Uniñsd SchoolD¡sûictr Mafteüng and Businc¡¡ Dwelopment. Daily Opcraüon of Theat¡e
Entedng into an agrlement wiür VenucTcch for prorËælonal managcment of tle theatre
will create a comersþne of community life, a unhr¡e de¡tination in Downtown Downey,
and deliver iconciniê benefits for tt¡e entire Downey community'
FISCAL IHPACT
VenucTectr included with ürsir proporal a firut ycar budget of ¡68¡1,590 wih anticipated
rerenuea at 1314,2i¿2 and a second ycar bndget of S857,870 vulft antidpabd revenuce
of 94E!1,107. The expec'tcd cgnfactcostforthcllrst sêven fl) monttn is 1208,@0fur
the period of Decembe ¡ 1 , 2010 - June 30, 201 I nù¡ch incltdæ, in addition to thc
.FiscalYea¡2A1O-2011 Theaü" budgnt eppropriation funding fur a Management Fee,
advclising, postagc, onbact services, equipnent rantal and one (f) ürn ticketing
system hardwars purchase and transition cæt. The Fiscal Year 201G2011 Theetü
appropriation is ¡455,968 with anticipatd revenue of f230,000. Thc increescd cosils
arc a¡sociatcd with transforming ürethcaù,efom a süicüy rentalopcration to prcsanting
headline ads in thetheafie and artevents in Dolvntom Dwrncy.
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City of Downey
Downey Theatre
Pqe
oo PERSONNEL SERVIGES
0010 REGUI.AR SAI-ARIES 67,852.E8 68,297
TEMPORARY PERSONNEL 201,500 n4,o00 139,148.ù2 150,000
0030 OVERTIME 4,811:31
0060 LEAVE TIMEAPPLIED %10,474.18 9,739
0070 RET/PR INS-APPD %46,519.83 43,765
Tot¡l PERSONNEL SERVICES 201,ı00 IU,OOO 2€i8,406.2:¿271,A)1
00 OPR XATL & SUPPLIES
0110 CUSTODIAL SUPPLIES 3,500 3,5æ 3,280.21 5,2æ
0130 OFFICE SUPPLIES 1,500 1,500 906_28 6fi)
0140 SPEC ACT SUPPLIES 13,800 16,400 6,013.29 52æ
014/.Ticketíng Sofrvare Lease & Support 9,000 9,6q)
0160 BOOKS & PUBLICATIONS 0 0 82.43 300
ot80 CLOTH¡NG 600 600 596.55 6æ
0230 MATERIALS, BUILDINGS 3,300 4,4ı7.ıO3,3(N¡3,30()
0290 SMALL TOOLS AND IMPLEMEI{TS 600 600 627_%600
0300 Transfion Cost (1 time csst)14,700 0
o310 ADVERTISING 29,000 51,0X)O 1,377.88
0320 PRINTING & BINDING 2,500 3,5(X'681.16 2N
0340 PRINTSHOP CHARGES 0 0 26.00 50
0360 SVCS MAINTAIN BLDGS 32,780 T2,78lt 71,938.00 67,000
o380 SVCS MAINTAIN OFF EQUIP 0 0 217
0400 SVCS MAINTAIN OTHER EQU¡P 2,500 2,50O 984.5f,2,5(X'
04.20 Managernent Fee l6{i,6(x}173,880
0480 STAFF DA/ELOPMENT 1,0(X'1,(XrO 331.56 760
0550 ELEGTRICITY B¡LLS 60,(x)0 63,000 u,699.12 72,0æ
0556 GAS BILLS 5,000 5,000 4,282.ß 7,300
0560 TELEPHONE 6,000 6,fx)o 6,il1.25 4,8(X)
0580 TRAVEL & MEET Ð(PENSES 0 0 146.60 0
0600 MII.AGE 5m 700 109.67 2N
os15 lnsuranæ 4,300 5,500
oerc POSTAGE 7,204 10,(xl0 (f01.s))50
0670 PROF &TECH SRVC FEES 500 500 r00.m 6æ
0700 CONTRACT SERVICES-MOC 81,500 193,900 29,æ5.42 2,(X)0
0850 EQUIPMENT RENTAL 26,110 49,110 0
0861 EQU IPMENT RENT.REPLACEMENT 0 0 10,475
0880 OFFICE EQU¡P RENT-CITY 0 0 12ı
0900 Tícketing system hardwarE purchase 11,ü)0 0 0
Total OPR trATL& SUPPLIES 483,000 633,870 '195,4d,5.75 1f,,.,167
Tot¡l PERSONNEL SERVICES 20t,500 nr+lßO 268,4æ.22 2;71,æ1
Total THEATRE Pcr¡onncl E Openüng 6E4,590 857,87O 46'3,851.97 ¿156'968
Revenue
Difference
314,.nt 4U,107 241,
(370,368.00) (373,763.00) (222,089.9q (225,968.00)
0RIf,IN/'L
AGREEMENTTO €XTEND THE TERMS OF THE AGREEMENT FOß MANAGEMENÎ AND CONSUTTING
SERVICES OF THE DOWNEY CIVICTHEATRE WITH VENUETECH MANAGEMÊNTGROUP, INC.
The City of Downey, a California Municipal Corporation {"City"}, and VenueTech Management Group,
lnc. ("VenueÏech") agree to extend the terms ofthe Ðecember 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 partles 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.
Êach of the undersigned represents that helshe 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.
lN WTTNESS WHEREOF, the parties have executed this agreement and make ¡t effect¡ve on the date f¡rst
written above,
CITV OF DOWNEY
A municipal corporation and charter
LUIS H. MARQUEZ,
Date:{-t¿-/{
ATTEST:
ADRIA M-JIMENEZ, CMC
APPROVED A5 TO tEGAt FORM:
M. ABICH GARCIA, Clty Attorney
VENUETECH MANAGEMENT GROUP, INC.
By
JOHN R. LIND, President
n.r.,lr\À-f tS. Z0t5
AGREEMENT TO EXTEND THE TERMS OF THE AGREEMENT FOR
MANAGEMENT AND CONSULTING SERVICES OF THE DOWNEY CIVIC THEATRE
WITH VENUETECH MANAGEMENT GROUP, INC.
The City of Downey, a California Municipal Corporation and Charter City ("City), and
VenueTech Management Group, lnc., 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 31,2A18. 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) yearterm commencing January 1,2A19 through December 31,2021. Allterms
and conditions of the Agreement shall remain in full force and effect during the term of
the Agreement 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.
lN WITNESS WHEREOF, the parties have executed this agreement and make it
effective on the date first written above.
[Signatures on Next Pagel
ATTACHMENT B
CITY OF DOWNEY
a Galifornia municipal corporation
and charter city
VENUETECH MANAGEMENT GROUP, ¡NC
a Galifornia Corporation
Dated
By
)
:
Mayor R. Lind, President
Attest:
City Clerk
Approved as to Form:
,.-,1 ) / '
,'(u'Lv- i[ ''¿4y'-a-'
City Attorney