CC Resolution 13126 - Award Service Agreement for Management and Operation of Heritage Theatre RESOLUTION NO. 13126
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
AWARDING A SERVICE AGREEMENT FOR THE MANAGEMENT AND OPERATION
OF THE HERITAGE THEATRE, AND AUTHORIZE THE CITY MANAGER TO
EXECUTE SAID AGREEMENT
WHEREAS, on October 17, 2023 the City Council adopted Resolution No. 13068,
authorizing the issuance of a Request for Qualifications (RFQ) for management and
operation of the Heritage Theatre; and
WHEREAS, VenueTech Management Group was the only firm to respond to the RFQ
and has been managing and operating the Heritage Theatre since the reopening in 2004;
and
WHEREAS, VenueTech Management Group has consistently operated the building to
meet the needs of the City; and
WHEREAS, the proposal submitted by VenueTech Management Group continues to
align with the goals of the City and will provide a seamless transition into the next fiscal
year; and
WHEREAS, staff is recommending the City enter into an agreement with VenueTech
Management Group to continue the management and operation of the Heritage Theatre;
and
WHEREAS, the agreement includes a 5% increase to the existing management fee and
will be incorporated into the FY25 budget process;
NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Campbell
hereby adopt a resolution to award a service agreement for the management and
operation of the Heritage Theatre and authorize the City Manager to execute said
agreement.
PASSED AND ADOPTED this 5th day of March, 2024 by the following roll call vote:
AYES: Councilmembers: Bybee, Furtado, Scozzola, Lopez, Landry
NOES: Councilmembers: None
ABSENT: Councilmembers: None
APPROVED:
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Susan M. Lan , Mayor
ATTE T:
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Andrea Sa ers, City Clerk
CITY OF CAMPBELL
SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the day of
2024, by and between the CITY OF CAMPBELL (hereinafter referred to as
"City") and VenueTech Management Group (hereinafter referred to as "Provider").
WHEREAS, City desires to secure professional management and consulting services for
the THEATRE; and;
WHEREAS, Provider represents that it has the expertise, means, and ability to perform
said professional services;
NOW, THEREFORE, in consideration of each other's mutual promises, Provider and City
agree as follows:
1. DEFINITIONS
1.1 "CITY Project Liaison" means that CITY employee, department head level or
higher, as designated in writing by CITY to interface with VENUETECH to .ensure open
communication, coordination between the parties with respect to the management of THEATRE
pursuant to this Agreement.
1.2 "Theatre" means the performing venue known as the Campbell Heritage Theatre,
location at the Campbell Community Center in Campbell.
1.3 "Event" means an activity that occurs on the stage or in the lobby, or areas
adjacent to the THEATRE as designated by CITY which may be open to the general public or to
a private audience including but not limited to:
1.3.1 "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";'
1.3.2 "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.
1.3.3 "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.
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1.3.4 "Season of Events" means professional headliner shows featuring
nationally recognized touring Performing Artist(s) which are packaged
into a"Season of Events" and offered to the general public through the
THEATRE In-House Event program. The Season of Events is
produced by VENUETECH on behalf of CITY, subject to a budget
approved by the City Council.
1.3.5 "Event Days" means any day in which THEATRE is in use for any
purpose 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(s) that are workdays used to support a coming
Event. Notwithstanding the foregoing, rehearsals or similar 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 collected by
VENUETECH and remitted to CITY.
1.5 "Performing Artist" 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 Management Employee(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, Contract Rider
negotiation, Show Advance, stage equipment and production equipment. Authorized
VENUETECH employees are solely and expressly limited to the Production Manager, President,
Senior Vice President, and Vice President of VenueTech Management Group.
1.7 "Reporting Plan". VENUETECH and CITY shall work together to develop a
mutually agreeable plan, for tracking and reporting data related for the operation of the
THEATRE. Such Reporting Plan shall be agreed to by the parties based upon past practices, on
or the first day of the fiscal year. The Reporting Plan, as approved, shall form and be a part of the
Services rendered by VENUETECH under the terms and conditions of this Agreement.
1.8 "Scope of Services" means the services VENUETECH shall provide to CITY
pursuant to the terms and conditions of this Agreement which is set forth in "Exhibit A— Scope
of Services", as mutually agreed upon by CITY and VENUETECH and incorporated into this
Agreement.
1.9 "Show Advance" means in advance of the arrival of the Performing Artist, the
process by which VENUETECH negotiates a Contract 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,
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lodging accommodations, stage employee requirements, equipment requirements, security
requirements, ticketing specifications, marketing plans, press access, stage lighting plots,
hairdressing and wardrobe requirements, and financial settlement procedures.
1.10 "Talent Agent"/"Talent Agency"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, and box office profit splits.
1.11 "Talent Management" 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".
1.12 "Talent Contract" 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 with electronic signatures. Talent Contract shall
include any Contract Riders.
1.13 "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, or d) wire transfer.
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.
1.14 "Contract Rider" means an addendum or group of addenda to a Talent Contract,
which may include but not be limited to a) technical and production requirements, b) hospitality,
c) staffing requirements and schedules, or issues that relate to VENUETECH's requirements to
support the event and a Performing Artist's performance at THEATRE.
1.15 "THEATRE 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.
1.16 "Theatre Manager" 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 CAMPBELL, 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, California.
1.17 "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.
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1.18 "VENUETECH Executive Employees" 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, and booking & artist negotiation services. VENUETECH
Executive Employees are limited to the John R. Lind, CEO, and Judy Barkett, President and
Kristyn Jacobson, Executive Vice President of VenueTech Management Group.
1.19 "VENUETECH Project Manager" means that VENUETECH employee
designated in writing by VENUETECH to interface with CITY to ensure open communication,
coordination between the parties with respect to the management and operations of THEATRE
pursuant to this Agreement. VENUETECH Project Manager shall be limited to President, Senior
Vice President or Vice President level employees.
1.20 "Wind-Down Period" means the final three months of the notice period during
which both parties complete all necessary tasks that are reasonably necessary to allow the CITY
to transition away from the services provided by VenueTech.
2. DUTIES OF PROVIDER
2.1 Provider agrees to perform services as set forth in Exhibit A - Scope of Services,
attached hereto and incorporated herein by reference, and which shall be interpreted together and
in harmony with this Agreement. In the event of any conflict between Exhibit A and this
Agreement,this Agreement shall govern, control, and take precedence.
2.2 Provider's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement.
2.3 Provider, working with the City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with the
project's objectives.
2.4 In performance of this Agreement by Provider,time will be of the essence.
2.5 Notwithstanding Section 2.4, Provider shall not be responsible for delay caused
by activities or factors beyond Provider's reasonable control, including delays or by reason of
strikes, work slow-downs or stoppages, or acts of God.
2.6 Provider agrees to perform this Agreement in accordance with the highest degree
of skill and expertise exercised by members of Provider's profession working on similar projects
under similar circumstances.
2.7 Provider shall cooperate in good faith with City in all aspects of the performance
of this Agreement.
2.8 In the course of the performance of this Agreement, Provider shall act in the
City's best interest as it relates to the project.
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2.9 The designated project manager for Provider shall be Judy Burkett, President.
The Provider's project manager shall have all the necessary authority to direct technical and
professional work within the scope of the Agreement and shall serve as the principal point of
contact with the City and the City's project coordinator. The authorized principal of Provider
executing this Agreement for the Provider shall have authority to make decisions regarding
changes in services, termination and other matters related to the performance of this agreement
on behalf of Provider.
2.10 The Provider (and its employees, agents, representatives, and subcontractors), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
employees or agents of the City. The City shall not direct the work and means for
accomplishment of the services and work to be performed hereunder. The City, however, retains
the right to require that work performed by Provider meet specific standards consistent with the
requirements of this Agreement without regard to the manner and means of accomplishment
thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it
as an independent contractor hereunder. Provider represents and warrants that it (i) is fully
experienced and properly qualified to perform the class of work and services provided for herein,
(ii) has the financial capability and shall finance its own operations required for the performance
of the work and services and (iii) is properly equipped and organized to perform the work and
services in a competent, timely and proper manner in accordance with the requirements of this
Agreement.
2.11 This Agreement contains provisions that permit mutually acceptable changes in
the scope, character or complexity of the work if such changes become desirable or necessary as
the work progresses. Adjustments to the basis of payment and to the time for performance of the
work, if any, shall be established by a written contract amendment (approved and executed by
the City)to accommodate the changes in work.
3. DUTIES OF CITY
3.1 City shall have the obligations set forth in Exhibit B — City Obligations attached
hereto and incorporated herein by reference, and which shall be interpreted together and in
harmony with this Agreement. In the event of any conflict between Exhibit B and this
Agreement,this Agreement shall govern, control, and take precedence.
3.2 City shall furnish to Provider all available and pertinent data and information
requested by Provider to facilitate the preparation of the documents called for in this Agreement.
Provider shall be entitled to reasonably rely on all such information.
3.3 City shall provide contract administration services. City shall notify Provider of
required administrative procedures and shall name representatives, if any, authorized to act in its
behalf
3.4 Sole Authority to Approve & Adjust Budget. CITY shall have sole authority to
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approve the THEATRE budget as well as any mid-year adjustments, including adjustments to
fees and rental rates charged to THEATRE Rental Clients.
3.5 Financial Responsibility of CITY. CITY accepts full financial responsibility for
all operating costs associated with the operation of the Theatre. Additionally, CITY accepts full
financial responsibility for all costs associated with the production of Events including In-house
Events, Season of Events and/or Co-promoted Events that may be presented at THEATRE on
CITY's behalf.
3.6 City shall review documents submitted by Provider and shall render decisions
pertaining thereto as promptly as reasonably possible.
4. MUTUAL OBLIGATIONS
4.1 Quick Timely Response. The Parties agree that a quick and timely response is an
essential condition of this Agreement. CITY and VENUETECH agree that the management and
consulting services provided for THEATRE by VENUETECH require excellent communication
and performance of mutual obligations - such as the obligation to cooperate in good faith and fair
dealing. Subject to Exhibit B—Obligations of CITY, CITY is required to give a quick and timely
response when giving feedback requested by VENUETECH on the operation of the Theatre,
including but not limited to decisions with respect to booking of the Season of Events. Delays in
CITY's obligation to respond will delay VENUETECH's ability to fulfill its obligations, or the
loss of programming opportunities for the Season of Events. Likewise the CITY requires
VENUETECH to fully and timely perform its obligations in this Agreement.
4.2 Reporting Plan. VENUETECH and CITY shall work together to develop a
mutually agreeable Reporting Plan for tracking and reporting data related to the operation of the
THEATRE.
4.3 Changes to Scope of Services, Reporting Plan. CITY and VENUETECH may work
together to modify or change the Scope of Services or Reporting Plan on an as needed basis.
Significant increases to the Scope of Services may result in an increase in Fees. All changes
shall be mutually agreed upon and an amendment to this Agreement shall be executed by (i) an
authorized party of CITY, and (ii) solely by the President, Judy Barkett, of VENUETECH.
4.4 VENUETECH is Not a Financial Partner. CITY and VENUETECH agree that
VENUETECH is a management and operating company, and CITY does not view
VENUETECH as a financial partner or investor or expect VENUETECH to participate in the
financial profit or loss of THEATRE or the Events that take place at THEATRE.
5. COMPENSATION
5.1 For the full performance of the services described herein by Provider, City agrees
to compensate Provider as provided in Exhibit C for all services and direct costs associated with
the performance of the project as provided for in the Scope of Services attached as Exhibit A
once each month, Provider shall submit for payment by City, an itemized invoice for services
performed during the previous billing period. The invoice shall describe the services rendered
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and the title of the item of work, and shall list labor hours by personnel classification. Said
invoice shall be based on all labor and direct expense charges made for work performed on the
project. Labor charges shall be in accordance with the fee schedule found in Exhibit C of this
Agreement. City shall pay Provider for services rendered and approved by the City within 30
days from the date the itemized invoice is received by the City, subject to the City's right to
object.
5.2 If Provider incurs other costs which are not specifically covered by the terms of
this Agreement, but which are necessary for performance of Provider's duties, City may approve
payment for said costs if authorized in writing by the City in advance.
5.3 Provider shall obtain prior written approval for a revised fee schedule from the
City before exceeding such fee schedule..
5.4 In no event, will the Provider be reimbursed for any costs or expenses at any rates
that exceed the rates set forth in the fee schedule found in Exhibit C.
5.5 Emergency Closure Fee Reduction: In the event of a public health crisis, such
as Covid-.19, where due to a government mandated closure of the,Heritage Theatre is necessary,
an emergency fee reduction will go into effect on the first of the month following the
notification: This Emergency Closure Fee Reduction shall be $9,300 per month, which shall be
deducted from the monthly invoice. This Emergency Closure Fee Reduction will be available to
the City during any period of the emergency closure throughout the term of the agreement (i.e.,
applies during Covid-19 closure or any future closures caused by public health emergencies.)
The Emergency Closure Fee Reduction shall continue from the initial date of any future closures
until the lst day of the month in which the City receives notice that the Heritage Theatre may
open with live events. This reduction would not apply during any winddown period should City
Council choose to defund the Heritage Theatre.
5.5.1 Meet and Confer CITY and VTECH agree to meet and confer regarding
reimbursable labor costs at the following intervals to determine level of service
CITY can afford during closure:
• Within first seven(7) days of mandated closure
• 30 days post closure
• 90 days post closure
• 120 days post closure
CITY will also provide City Council updated fmancial information at 30, 90, and
120 days post closure and provide an opportunity for the City Council to exercise
Section 8, Subsection 8.6(c) CITY Votes to Defund THEATRE.If at any time
City Council votes to defund the Heritage Theatre all provisions in 8.6.3 will be
enforced.
6. SUBCONTRACTORS
6.1 Provider may not subcontract:any services required under this Agreement without
the prior written consent of the City:
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6.2 Provider shall be responsible to City for the performance of any and all
subcontractors who perform work under this contract, and any acts of negligence on their part.
Provider is solely responsible for all payments due to subcontractors.
7. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original drawings, documents, papers, data, materials, photographs, negatives and
other work products prepared by the Provider and/or its subcontractors in the performance of the
services encompassed in this Agreement (whether in printed or electronic format) ("project-
related documents and materials) shall be the property of the City and may be used on this
project without the consent of the Provider or its subcontractors. City acknowledges that such
drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Provider agrees that all copyrights which arise from creation of the
Project-related documents and materials pursuant to this Agreement shall be vested in the City
and waives and relinquishes all claims to copyright or other intellectual property rights in favor
of the City. Upon the completion or termination of this Agreement for any reason, the City shall
be entitled to receive, and Provider shall promptly provide to the City upon request, all finished
and unfinished project-related-documents and materials, produced or gathered by or on behalf of
Provider that are in Provider's possession, custody or control. Provider may retain copies of said
documents and materials for its files. In the event of termination, any dispute regarding
compensation or damages shall not hinder, prevent, or otherwise impact the City's right to
promptly receive and use such documents and materials which are the sole and exclusive
property of the City.
All copyrighted materials developed by VENUETECH ("Materials") shall remain the property
of 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 Materials for THEATRE.
This license agreement shall grant CITY the right to use Materials, including but not limited to
any bid response, business plan or budget,for any public benefit purpose within the current and
future geographic borders of CAMPBELL, California. CITY may make copies of Materials for
its use, however agrees that it will not knowingly sell, give or otherwise transfer ownership or
control of Materials to other individuals, agencies, organizations or businesses and will only use
Materials for the benefit of the residents of CITY who through this Agreement have been granted
limited rights to the benefits Materials. With the exception of this non-expiring license
agreement granted to CITY, VENUETECH retains ownership (all right, title and interest to) of
Materials, and copyright rights to VENUETECH's ideas, concepts, materials, trade secrets and
other intellectual properties created by VENUETECH for the CITY under the terms and
conditions of this Agreement. .
8. . TERM,RENEWAL, & TERMINATION
8.1 Initial Term The initial term of this Agreement shall be for a period of five (5)
years, and shall commence on the 1st day of July 2024, and shall expire on June 30, 2029. (Such
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period shall be referred to as the"Initial Term").
8.2 Extension: At the written request of the CITY, delivered to VENUETECH no less
than ,one hundred & eighty (180) days prior to the expiration of the then-current Term
(specifically the dates set fort in 8.2(b) below ("Notice Period"), then this Agreement may be
extended for up to two (2) additional subsequent terms of three (3) years each ("Subsequent
Term")upon the same terms and conditions of then-current Agreement.
8.2.1 Notice Required. CITY agrees that it will provide a written notice of its
intention to extend for an additional Term, or provide notice of its intention to
not extend for an additional Term("Notice") on or before the"Notice Date".
8.2.2 Notice Date. The Notice Date for Subsequent Term or Terms shall be on or
before December 31, 2028, or on or before December 31, 2031 ("Notice
Date(s)").
8.2.3 Written Notice To Renew Received. Where the CITY sends written notice
on or before the Notice Date, and where VENUETECH accepts and provides
a written notice of acceptance no later than thirty (30) days from the date
Notice is received, then the Subsequent Term shall commence on July 1 of the
following year. Subsequent Terms would commence as follows: July 1, 2029,
July 1, 2032.
8.2.4 Written Notice Not Received. In the event that CITY does not provide a
written notice to VENUETECH by the Notice Date, then the Parties agree to
cooperate to achieve a professional and orderly transition for the benefit of
both Parties as more fully set forth below, and the Wind-Down Fee shall be
due and payable as set forth in Section 8.10 in this Agreement.
8.2.5 Booking Services. For the avoidance of doubt, in the event that CITY elects
to terminate this Agreement, or has not provided Notice by the Notice Date
then VENUETECH shall cease all negotiation and booking of Season of
Events and In-House Events.
8.3 Expiration of the Term. This Agreement shall terminate upon the expiration date
of the then-current Term, except where
a. CITY has timely exercised its right to renew by extension of this
Agreement as set forth above and VENUETECH has accepted such
request to renew; or
b. The CITY has not elected to exercise its right to an Extension, or
c. CITY has/has not provided written Notice of CITY's intention to not
renew to VENUETECH by the Notice Date.
8.4 Non-Renewal Transition Period. In the event that the Parties do not renew the
Agreement, for any reason, then the Parties acknowledge that the express purpose the 180 day
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Notice Period (see 8.2 above) shall be to provide for an orderly and professional transition prior
to the end of services performed by VENUETECH as set forth below.
8.5 Orderly & Professional Transition. The Parties agree that a notice period is
required to facilitate a predictable, orderly 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; and further it is essential for VENUETECH to provide notification to Talent
Agents, vendors, etc. collectively to provide for an orderly and smooth transition and winding
down of services.
8.6 Termination.
8.6.1 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 Subsequent Term.
8.6.2 Notice of Intent to Terminate for Material Breach & Cure of Default. In the
event of a material breach, the non-defaulting party shall 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 ("Cure Period"). Upon the expiration of the Cure Period and
where cure is not achieved, this Agreement may be terminated by the
provision of a final written sixty-day (60) notice of intent to terminate by the
non-defaulting party.
8.6.3 CITY Votes to Defund THEATRE. In the event the City Council votes to
not fund the operations of the THEATRE, then the CITY may terminate this
Agreement by provision of a written Notice to VENUETECH of no less than
180 days as set forth in section 8.2 above; provided however, that in the event
the City Council decides to re-fund the operations of the THEATRE within
nine (9) months of the of the last day of VENUETECH's provision of services
to CITY under this Agreement (or from the last day of any extension thereof),
then CITY shall reinstate VENUETECH on the same terms and conditions of
this Agreement as amended, as of the date of cessation of services by
VENUETECH.
8.6.4 Exercise by CITY under Article XVI of the State of California Constitution.
Notwithstanding anything to the contrary CITY may terminate this Agreement
by a provision of a 180-day written Notice to VENUETECH in order for
CITY to be in compliance with Article XVI of the State of California
Constitution (which provides in part that a CITY cannot obligate itself where
funding is unavailable, provided however that the provisions of Section 8.6(c)
above shall apply.
8.7 Effect of Termination- Records & Executory Contracts. Upon termination of
this Agreement, for any reason, all of the records in VENUETECH's possession pertaining to the
operation of THEATRE,together with all supplies, equipment, or other property of CITY in
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VENUETECH's possession shall be delivered to CITY. Subject to Section 8.8 and 8.9 below,
CITY shall retain responsibility for all executory contracts in effect for agreements including but
not limited to Talent Contracts, fees, rental agreements and third party vendors.
8.8 Effect of Termination— Booking Talent Contracts. Upon the termination of this
Agreement, for any reason, or upon the passing of the Notice Date without receipt of a Notice
from CITY, or where either Party is subject to a notice of material breach which has not been
cured during the Cure Period, 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. In no event shall CITY have the right to reduce, or by offset or deduction, any of the
Fees due VENUETECH under the terms and conditions of this Agreement. For the avoidance of
doubt the Parties acknowledge and agree to use their best efforts to avoid the instance of
VENUETECH entering into any Talent Contract for Events for which VENUETECH will not
have managerial authority of THEATRE at the time of performance, which is a material
representation and covenant required by the agreement between VENUETECH and a Talent
Agent(s) or Performing Artist(s) in a Talent Contract or Rider.
8.9 Effect of Termination—Existing Talent Contracts. VENUETECH shall have the
right, at its 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.
8.9.1 Talent Agent/Artist Option. 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);
8.9.2 No Control of Talent Agent/Artist Option. Decisions to reissue Talent
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. Any Fees or expenses (or forfeiture of
Talent Contract deposits) charged by Talent Agents for the reissuance,
cancellation or modification of Talent Contracts, shall be the responsibility of
CITY.
8.9.3 CITY takes Talent/Agent Contract by Assignment. 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 written
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
Contract Rider.
8.9.4 CITY Responsibility for EVENT Production. Should Performing Artist's
Event(s) occur after VENUETECH's last day of management of THEATRE,
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whether or not the Talent Contract Riders have been reissued or remain in
original form as assigned to CITY,then CITY shall be responsible for all
production of the EVENT, and all other contract requirements of the Talent
Contracts and/or Contract Riders.
8.10 Termination - Wind-Down Fee. Upon termination of this Agreement as set forth
above, including Section 8.2(d) above, then during the final three (3) months of the Notice
Period, VenueTech shall be paid a management expense of$8,000 per month, over and above all
other Fees set forth in Exhibit C — Schedule of Fees, hereinafter the "Wind-Down Fee". This
Wind-Down Fee shall offset increased costs incurred by VENUETECH during the Wind-Down
period and thereafter. Further CITY agrees in the event this Agreement is terminated for any
reason at any time, including for an alleged material breach by either party, the Wind-Down Fee
shall be deemed fully earned and shall be immediately due and payable. Commencing on the 1st
of the month of the last three-month period of the Notice Period, the Wind-Down Fee shall be
billed in three (3) monthly invoices of$8,000 each .(i.e. expiration is July 1st, then invoices shall
be April 1st, May 1st and June 1st) together with the specific invoices for all other fees together
with all other fees and reimbursements due VENUETECH for each month, per this Agreement,
which all shall be paid pursuant to the terms and conditions of 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 any Subsequent Term.
9. AUDIT AND INSPECTION
Provider shall permit authorized representatives of City to inspect and audit all data and
records relating to its performance under this Agreement for a period of three years following
acceptance of the final study.
10. EQUAL EMPLOYMENT OPPORTUNITY
Provider agrees to refrain from discriminatory employment practices on the basis of race,
religious creed, color, sex, national origin, handicap, sexual orientation, or ancestry of any
employee of, or applicant for employment with, such Provider or subcontractor.
11. INSURANCE AND INDEMNIFICATION
11.1 Provider agrees to indemnify, defend and hold harmless the City, its officers,
agents and employees to the fullest extent allowed by law from any and all claims, demands,
actions, causes of action, losses, damages, liabilities and costs of every nature, including but not
limited to all claims, actions, causes of action, losses, damages, liabilities for property damage,
bodily injury, or death, and all costs of defending any claim, action or cause of action (including
reasonable attorney's fees and cost of suit), caused by, arising out of, or resulting from, or
alleged to have been caused by, arise out of, or result from, in whole or in part, the use of the
Heritage Theatre or the performance of this Agreement, except for any claims, actions, causes of
action, losses, damages, costs or liabilities proximately caused by the negligence or willful
misconduct of City.
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11.2 City agrees to indemnify, defend and hold harmless the Provider, its officers,
agents and employees to the fullest extent allowed by law from any and all claims, demands,
actions, causes of action, losses, damages, liabilities and costs of every nature, including but not
limited to all claims, actions, causes of action, losses, damages, liabilities for property damage,
bodily injury, or death, and all costs of defending any claim, action or cause of action (including
reasonable attorney's fees and cost of suit), proximately caused by (a) the negligence or willful
misconduct of the City, (b) any defect in the premises of the THEATRE, or (c) 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.
In no event shall this section be construed to require indemnification by the Provider to a greater
extent than permitted under the public policy of the State of California.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition
to, and shall not be in any way be limited by the insurance obligations contained in this.
Agreement.
The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to
third-parties; and there shall be no rights to indemnity or contribution, in law or equity or
otherwise between the parties that are not set forth in this section. Provider waives all rights to
subrogation for any matters covered by the provisions of this section. The parties responsibility
for such defense and indemnity obligations as set forth in this section shall survive the
termination or completion of this Agreement for the full period of time allowed by law.
11.3 Provider shall maintain insurance conforming to the 'following specifications to
the fullest amount allowed by law for a minimum of four (4) years following the termination or
completion of this Agreement:
A. Types of Coverage
The policies shall afford the following types of coverage:
1. Commercial General Liability;
2. Automotive;
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
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2. For Automotive Liability: ISO CA 00 01 06 92 including symbol 1(any
auto); and
3. For Workers' Compensation: insurance as required by the Labor Code of
the State of California and Employer's Liability insurance; and
4. For Professional Liability and/or Errors and Omissions: insurance covering
negligence committed by or on behalf of Provider in rendering services to
City.
C. Minimum Limits of Insurance
Provider shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for
bodily, personal injury and property damage. If Commercial General Liability Insurance
or other form with a general aggregate limit is used, either the general aggregate limit
shall apply separately to this project/location or the general aggregate limit shall be twice
the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California and
Employer's Liability limits of$1,000,000 per accident.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim
and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain
or be endorsed to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City (as agreed to in this Agreement) before the
City's own insurance or self-insurance shall be called upon to protect it as a named
insured.
D. Deductible and Self-Insured Retention
Any deductibles or self-insured retention must be declared to and approved by the
City, and shall not reduce the limits of liability. At the option of the City, either: the
insurer shall reduce or eliminate such deductibles or self-insured retention as respects the
City, its agents, officers, attorneys, employees, and officials; or the Provider shall procure
a bond guaranteeing payment of losses related to investigations, claim administration, and
defense expenses. Policies containing any self-insured retention provision shall provide or
be endorsed to provide that the self-insured retention may be satisfied by either the named
insured or the City.
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E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain,the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, and officials
are to be covered as additional insureds as respects: liability arising out of this
Agreement performed by or on behalf of the Provider, products and completed
operations of the Provider, premises owned, occupied or used by the Provider, or
automobiles owned, leased, hired or borrowed by the Provider. It is a requirement
of this Agreement that any available insurance proceeds broader than or in excess
of the specified minimum insurance coverage requirements and/or limits set forth
in this Agreement shall be available to the City as an additional insured.
Furthermore, the requirements for coverage and limits shall be (1) the minimum
coverage limits specified in this Agreement, or (2) the broader coverage and
maximum limits of coverage of any insurance policy or proceeds available to the
named insured,whichever is affords greater coverage.
b. The Provider's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, and officials. Any
insurance or self-insurance maintained by the City, its agents, officers, attorneys,
employees, and officials shall be excess of the Provider's insurance and shall not
contribute with it.
c. Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the City, its agents, officers, attorneys,
employees, and officials.
d. The Provider's insurance shall apply separately to each insured
against whom claim is made or suit is brought except with respect to the limits of
the insurer's liability.
2. Workers' Compensation and Employer's Liability Coverage: The insurer
shall agree to waive all rights of subrogation against the City, its agents,
officers, attorneys, employees, and officials, for losses arising from work
performed by the Provider for the City.
3. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City;
and unless otherwise approved by the City, each insurance policy required
by this clause shall be endorsed to state that coverage shall not be canceled
by either party, except after thirty (30) days prior written notice by regular
mail has been given to the City, or ten (10) days for cancellation for non-
payment of premium.
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E. Suspension or Cancellation
If any of the coverages required by this Agreement should be suspended, voided,
cancelled or reduced in coverage during the term of this Agreement, Provider shall
immediately notify City and replace such coverage with another policy meeting the
requirements of this Agreement.
F. Subcontractors
Provider agrees that any and all contracts with subcontractors for performance of
any matter under this Agreement shall require the subcontractors to comply with the same
indemnity and insurance requirements set forth in this Agreement to the extent that they
apply to the scope of the subcontractors' work. Subcontractors are to be bound to
contractor and to City in the same manner and to the same extent as the Provider is bound
to City under this Agreement. Subcontractors shall further agree to include these same
provisions with any sub-subcontractor. A copy of this Agreement will be furnished to the
subcontractor on request. The Provider shall require all subcontractors to provide a valid
certificate of insurance and the required endorsements included in the Agreement prior to
commencing any work, and will provide proof of compliance to the City.
G. Acceptability of Insurers
Without limiting Provider's indemnification provided hereunder, the policies of
insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a
current A.M. Best Rating of A:V and who is authorized to transact business in the State of
California,unless otherwise approved by the City.
H. Verification of Coverage
Provider shall furnish the City with endorsements and certificates of insurance
evidencing coverage required by this clause. The certificates for each insurance policy are
to be signed by a person authorized by that insurer to bind coverage on its behalf. The
certificates are to be on forms acceptable to the City. Where required by statute, forms
approved by the Insurance Commissioner are to be submitted. All certificates are to be
received and approved by the City before work commences.
12. VENUETECH OPERATING AUTHORITY
12.1 Authority to Enter into Agreements with Facility Clients. VENUETECH is
hereby authorized to negotiate and enter into contracts on behalf of CITY with individuals,
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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.
12.2 Authority = Talent 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.
12.3 Exclusive Authority All Events. VENUETECH shall have the sole 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, provided that any expense to the City is in conformance with the operating
budget approved by CITY. CITY acknowledges that VENUETECH has developed good will
and an outstanding professional reputation within the entertainment industry 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 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.
12.4 Exclusive Authority Contract Riders. VENUETECH shall also have the sole and
exclusive right to negotiate Contract Riders for In-House Events or Season of Events, or other
agreements, on behalf of THEATRE and CITY, including but not limited to agreements with
respect to (i) production requirements, (ii) selection and hiring of security staff for all Events at
THEATRE, (iii) staffing requirements, (iv) bus and truck parking, (v) air transportation, (vi)
ground transportation, (vii) lodging, (viii) catering services, (ix) merchandise rights, (x)financial
settlement procedures, (xi)media rights, (xii) approval of marketing plans, (xiii) approval of use
of artists image, and recorded materials, (xiv) media and public access to artists, (xv) backstage
accessibility and other related issues, provided that any exepense to the City is in conformance
with the operating budget approved by CITY.
12.5 Back Stage & Security. VENUETECH shall have the sole right to control access
to backstage 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.
12.6 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 backstage areas; however both parties acknowledge that these decisions will
always be within the sole control of individual Performing Artists and their representatives.
12.7 Performing Artists' Confidentiality. It is 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
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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., unless otherwise required by applicable law.
12.8 Day-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. The
CITY Project Liaison shall work directly with VENUETECH as the .communication link
between CITY and VENUETECH, to provide approvals on a timely basis for programming
decisions and shall be 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.
12.9 Handling of Requests for Special Treatment by 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 CAMPBELL region. 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. It is 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._
12.10 Right To Select Third Party Software. VENUETECH shall have the sole and
exclusive right (subject to budget approval by the CITY) to select third party vendors for the
provision of software and systems, including equipment, for the management of the box office,
ticket sales and access control for THEATRE.
12.11 Right To Select Marketing Professionals. VENUETECH shall have the sole and
exclusive right (subject to budget approval by the CITY) to select graphic designers, printers,
web designers, marketing agencies and other marketing professionals for all work related to the
operation of the Theatre, including its rental business and in-house productions. Subject to
limitations of individual artists and their representatives, VenueTech shall further have the sole
and exclusive right to authorize the use of images, depictions, photographs, video and audio
reproduction of individual arts for promotion of events presented at the Theatre facilities.
13. CONFIDENTIALITY
"Confidential Information"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, pricing information, pricing or cost information related to Season of
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Events or Talent Contracts/Riders ("Confidential Information"). For purposes of this
Agreement, Confidential Information does not include: (i) information learned from a third party
entitled to disclose it and who is not in violation of a contractual, 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 information CITY is required to disclose to the public.
14. NONSOLICITATION
No Solicitation. During any Term of this Agreement, and on the non-renewal, expiration or
earlier termination of this or the then-current Agreement for any reason, CITY or any of its
officers, agents or employees, for. 'a period of twelve (12) months thereafter, shall not, either
directly or indirectly (through any other successor management entity of THEATRE) (i) solicit,
entice, or induce any employee to terminate employment with VENUETECH, without the
express'written consent of VENUETECH. Solicitation by CITY, or its successors or successor
management entities of any VENUETECH employee, in contravention of this provision without
written consent by VENUETECH, shall be deemed a material breach of this Agreement.
15. MISCELLANEOUS
15.1 This Agreement shall be binding on the heirs, executors, assigns and successors of
Provider.
15.2 Neither party may not assign this Agreement, or any portion hereof, without the
prior written consent of the other.
15.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop
notice rights, which Provider may have for the performance of services pursuant to. this
Agreement.
15.4 Neither parry's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall not be construed as the waiver of any other term, condition or
covenant or waiver of the breach of any other term, condition or covenant.
15.5 This Agreement contains the entire Agreement between City and Provider relating
to the project and the provision of services to the project. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect. Subsequent modifications to this Agreement shall be in writing and signed by both City
and Provider.
15.6 If any term, condition or covenant of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this
Agreement shall be valid and binding on City and Provider.
15.7 This Agreement shall be governed and construed in accordance with the laws of
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the State of California.
15.8 This Agreement may be executed in counterparts and will be binding as executed.
15.9 All changes or amendments to this Agreement must be in writing and approved by
all parties.
15.10 Provider owes the City a duty of undivided loyalty in performing the work and
services under this Agreement, including, but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in
respect to the work and/or services and project. The Provider shall list current clients who may
have a financial interest in the outcome of this Agreement. The Provider hereby certifies that it
does not now have, nor shall it acquire any financial or business interest that would conflict with
the performance of services under this agreement. Provider shall not make or participate in
making or in any way attempt to use Provider's position to influence a governmental decision in
which Provider knows or has reason to know Provider has a direct or indirect financial interest
other than the compensation promised by this Agreement. Provider will immediately advise the
City if Provider learns of a financial interest of Provider's during the term of this Agreement.
15.11 This Agreement is entered into, and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a
court of appropriate jurisdiction in Santa Clara County, California.
15.12 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 to
CITY or any other party with respect to compliance with the ADA for THEATRE.
15.13 Acknowledgement 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 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.
15.14 Arbitration. All disputes shall first be attempted to be settled by informal
mediation between the parties. In the event an impasse is reached, all disputes shall be submitted
to final and binding arbitration to a single arbitrator selected by the Parties. If the parties are
unable to reach an agreement as to the arbitrator, either party may petition the Superior Court for
the County of Santa Clara to appoint a neutral arbitrator. 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, which shall be under a sealed
confidential agreement.
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16. NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to
the appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Brian Loventhal, City Manager
70 North First Street
Campbell, CA 95008
PROVIDER: VenueTech Management Group
Attention: Judy Barkett
2269 Chestnut St. #960
San Francisco, CA 94123
Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
hereby:
PROVIDER
By.
Title
CITY OF CAMPBELL
By
Title
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Exhibit A- Scope of Services
• Manage and operate the Campbell Heritage Theatre in accordance with policies approved
by the City.
• Be responsible for all day-to-day functions and operations of the Campbell Heritage
Theatre and shall operate the Theatre at all times in the public interest and in accordance
with the highest professional and ethical standards.
• 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, volunteers and other employees as needed.
• Manage payroll and other employee systems.
• Provide adequate worker's compensation insurance for all employees working at or
on behalf of the Heritage Theatre.
• Represent the CITY with regard to use of the Heritage Theatre by third parties for
the production of public and private events.
• Prepare and sign rental agreements, enforce City policies, ensure adequate insurance
is maintained and collect fees from rental clients on behalf of the CITY.
• Manage accounting records for all transactions and provide monthly reports to
City's financial team.
• Recommend operating budgets, track revenues and expenditures, develop
programming models, rental rates, operating policies, business strategies and
changes to the Business Plan to the City.
• Approval of policies and fees is the responsibility of the City Council
• Execution of approved policies and fees is the responsibility of the
CONTRACTOR.
• Manage all box office operations including, ticket sales, management and training of
ticketing software, box office receipts, scheduling of patron seating, management of
patron sales information, customer concerns or problems and administration of any
other software systems utilized in the operation or management of the Heritage
Theatre.
• Negotiate Talent Contracts for Performing Artists who will perform at the Heritage
Theatre for events produced in-house on behalf of the CITY.
• Negotiate Contract Riders and show advance services for those events to be
produced in-house on behalf of the CITY including production 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.
• Manage the Theatre master calendar for performance, rehearsal, technical and
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production needs and maintenance schedules for all events during the term of the
agreement.
• Negotiate and coordinate with third party caterers, concessionaires and other food
and merchandise vendors as needed.
• Manage, coordinate or operate an in-house concession program that is approved by
the CITY.
• Coordinate the event:production needs of all rental clients including the provisions
of production services, such as technical support, stage equipment, production staff,
public catering, backstage catering, box office, ushers, ticket takers and other related
services.
• Provide ongoing guidance and support to rental clients to best meet their needs for
production,promotion, and other concerns as they arise.
• Execute. and administer all marketing requirements of all booked Professional
Artists.
• Coordinate with Agents, Managers, or Agencies to develop and implement
negotiated marketing and advertising plans for individually booked Professional
Artists.
• When appropriate, coordinate personal appearances, interviews, and "meet-and-
greets"with booked Professional Artists:
• Develop all marketing materials for season shows produced by the CITY.
• Provide marketing materials and additional rental information to the Recreation and
Community Services Department three times a year for Activity Guide mailer._
• Write and implement the sales and marketing plan for all events hosted at the
Heritage Theatre.
• Solicit sponsorships, program ads, and donations annually for season of shows
produced by the City meeting agreed upon revenue targets.
• Designate an employee to serve as an Ex-Officio member on the Friends of the
Heritage Theatre Board(FOHT).
• Provide guidance, support and non-profit counselling to Friends of the Heritage
Theatre.
• Attend monthly meetings with designated City personnel.
• Attend monthly or as needed meetings with FOHT for board meetings and
committee meetings.
• Work closely with Maintenance division to address any electrical, mechanical,
structural, or plumbing issues.
• Develop capital plan in accordance with established equipment schedule.
• Prepare documents,reports, or data as requested by City personnel.
• Coordinate City volunteer program and manage, train, and recruit volunteers to
assist with events at the Heritage Theatre.
End of Exhibit A
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Exhibit B—Obligations of the City
• 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.
• Provide VENUETECH with :onsite office facilities including but not limited to
furniture, telephone, internet, computers and copy machines.
• Provide VENUETECH with all tools and equipment required to operate the Theater
safely, efficiently and professionally (including such items as automated box office
systems,ticket printers, lighting and sound production equipment,tools, etc.)
• Assign a CITY Project Liaison to interface with VENUETECH with regard to all
aspects of the THEATRE operation and to provide coordination and communication
between CITY and VENUETECH.
• Provide the funds required to operate the THEATRE, and approve the annual operating
budget of the THEATRE subject to City Council approval and any mid-year
adjustments as per CITY policy.
• Provide the funds required to produce the In-House Events and Season of Events at the
THEATRE.
• CITY shall obtain, fund and maintain a"Merchant Account" for use in management of
the Theatre.
• Provide VENUETECH with timely financial data and information in report form, and
provide direction to.VENUETECH concerning the operation of THEATRE, and the
financial, business and community service goals of CITY regarding THEATRE.
•. Provide timely 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.
• Provide timely guidance to VENUETECH regarding the production of In-House Events
or Season of Events.
• Provide timely ADA policies and procedures as per the terms of this Agreement and
ensure that the THEATRE remains in compliance with ADA laws and other public
safety considerations.
• Provide VENUETECH employees with training opportunities as same arises for CITY
employees for relevant subject matter such as first aid, sexual harassment, hazardous
materials.
• CITY shall. provide a hyper-text link to VENUETECH's website at
www.venuetech.com on the homepage of the web site or sites where CITY advertise or
promotes the Heritage Theatre with a tag line acknowledgement that the "Heritage
Theatre is managed by VenueTech Management Group".
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• CITY agrees that VENUETECH employees are allowed to wear distinctive logo
clothing (hats and shirts) and photo ID Badges while at work at THEATRE.
• Compensate VENUETECH timely for the services provided, as per the terms of this
Agreement.
End of Exhibit B
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Exhibit C—Schedule of Fees
Management Fee $21,257.06 per This monthly fee is inclusive of all required
month consultation and management services,
including hours spent by the CEO, President,
Senior Vice President, and on-site Theatre
Manager. Fee is to be adjusted based upon
CPI on 7/1/24.
Labor & Overhead Direct cost plus 40% Direct costs include only the costs expressly
Reimbursement overhead identified in this Exhibit. VenueTech will
provide all required labor for the agreed upon
scope of work and will be reimbursed
monthly (in arrears) for the wages of these
employees (other than the President, Vice
President and Theatre Manager costs, which
are included in the Management Fee.)
VenueTech will be paid labor overhead equal
to forty percent (40%) of reimbursable wages
to offset personnel overhead costs, including
personnel management, 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, excluding the Theatre
Manager. This fee is not applied to any
employee benefit reimbursements. This fee
has increased from the current contract to
reflect current market rates.
Employee Benefits Direct cost with no Should the operation require additional full-
Reimbursement added overhead time personnel or should any part-time
employee work requirements exceed an
average of 30 work hours per week,
VenueTech will be reimbursed for the
provision of health insurance.
Insurance Direct Cost with no VenueTech will purchase an insurance policy
Reimbursement added overhead to cover general liability, non-owned
automobile and liquor liability (if required)
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for exposure specifically relating to the
Theatre operation and public events. The
direct cost of this insurance will be included
in the annual operating budget and will be
reimbursed to VenueTech. Within the
entertainment industry, underwriters typically
quote fees for this type of policy based on
total attendance.
Annual Research $3,000.00 In January of each year, VenueTech is to be
Reimbursement 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.
Cell Phone Cost Direct cost The City shall pay directly or shall reimburse
VenueTech for the direct monthly costs of the
provision of cell phones .for the Theatre
Manager and the Production Manager
assigned to work at the Heritage Theatre.
Employee Training Direct cost The CITY shall provide at its cost or shall
reimburse VenueTech for the costs associated
with the provision of required training for
Theatre personnel.
Annual Fee CPI adjustment This annual fee increase will apply to all fees
Increase included in the Agreement; however, it will
not apply to "direct cost" reimbursement
including the 40% personnel overhead. The
CPI adjustment will be measured by year-
over-year CPI for July based on the San
Francisco Bay Area.
*VenueTech invoices for.Management Fees one month in advance, and for labor and other
reimbursements in arrears.
Additional positions will be assigned to work for the Heritage Theatre and billed on.a
reimbursable basis plus overhead should VenueTech Management Group be selected by
the City of Campbell to continue as the Theatre Management firm. Our business model
includes cross training of employees in many positions so the same employee might work
in more than one position. The following chart itemizes the additional positions necessary
to provide the Scope of Services described in the RFQ.
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Position Compensation Range
Production Manager for National Touring Shows: $50 to $75 per hour
Production Manager (In-House): $32 to $55 per hour
Technicians and Stagehands: $21 to $40
Box Office Manager: $21 to $35 per hour
Volunteer Coordinator: $21 to $35 per hour
Box Office Staff: $18 to $30 per hour
House Managers: $18 - $30 per hour
Marketing &Media Relations: $35 - $50 per hour
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