HomeMy WebLinkAboutR29- Economic Development ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Ann B. Harris SUBJECT: MANAGEMENT OF THE
Business Retention/Revitalization Director
//�� ((''���/]CALIFORNIA THEATER
DATE: October 5, 1998 c O.I� \'/
U Ll
Synopsis of Previous Commission/Council/Committee Action(s):
On October 26, 1998,the Redevelopment Committee recommended that this item be forwarded to the Community
Development Commission.
On November 16, 1998,the Community Development Commission authorized staff to prepare agreement with Theater
Arts International-to manage California Theatre for one year commencing January 1, 1999-with a 30-day cancellation
clause by either party.
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Recommended Motion(s):
(Community Development Commission)
MOTION A: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTIVE DIRECTOR OF THE ECONOMIC
DEVELOPMENT AGENCY TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES
WITH THEATRICAL ARTS INTERNATIONAL
MOTION B: That staff be authorized to give a thirty(30)day cancellation notice to the Civic Light Opera and Keith
Stava Productions.
Contact Person(s): Ann B.Harris/ Colin Strange Phone: 5081
Project Area(s) Central City(CC) Ward(s):
Supporting Data Attached: W Staff Report O Resolution(s)O Agreement(s)/Contract(s)O Map(s)❑Letter/Memo
FUNDING REQUIREMENTS Amount: S N/A Source: N/A
Budget Authority: N/A
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SIGNATURE:
el ary an sdel, xecutiv irector Ann B.Harris,Drector
nomcc Development Agency Business Retention/Revitalization
CommissiodCouncil Notes:
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ABH:Iag:11-16-02.CDC COMMISSION MEETING AGENDA
Meeting Date: 1/1111999
/1
Agenda Item Number: f%, ��
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Manat:ement of California Theater
On August 31, 1994,the Agency acquired the California Theater of the Performing Arts. Interim
management of the facility was obtained from the San Bernardino Civic Light Opera at a cost of
$5,000 per month plus a reduction of$1000 per month in debt owed to the Agency. Keith Stava,
Executive Director of the San Bernardino Civic Light Opera, was given the position of interim
manager on behalf of the Agency.
Upon the cessation of activities of the Civic Light Opera in early 1997, Keith Stava was retained as
interim manager of the theater,under contract to the Civic Light Opera at a current cost to the
Agency of$1000 per week or$52,000 per annum.
Staff has received a proposal from Theater Arts International to manage the facility at no charge to
the Agency in consideration of twenty days per year theater usage for this company's productions.
Current occupancy of the theater runs at approximately 60-70 days per year so this will not displace
any potential rentals to the agency in the foreseeable future. Occupancy of the theater has remained
more or less constant under the current management arrangement.
Theater Arts International recently relocated their operations from Riverside and launched its first
San Bernardino Season. Their subscriber base has reached 3,500 members in the first year and four
productions have been scheduled. The first productions of Zorro and A Christmas Box achieved
attendances averaging 1,000 persons per performance. These are numbers way in excess of any
other performing arts group which has utilized the theater in many years. In addition,Theater Arts
International has informed staff that they are able to contract with other performing arts groups
throughout the nation. This will result in an additional six to eight musical comedy productions per
year negotiated on behalf of the agency on a 50/50 split.
Theater Arts International has twenty years experience managing the Landis Theater in Riverside.
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ABH:1ag:11-16-02.CDC COMMISSION MEETING AGENDA
Meeting Date: 1/11/19999
Agenda Item Number: &4;- 1
Theater Arts International and the Agency propose a one year contract with a thirty day termination
clause by either party.
Direct savings to the Agency:
Management Fees $52,000
Potential additional income from joint venture operations marketed $127,500
through Theater Arts International
Less: Additional costs from increased occupancy ($37,000)
(Utilities,theater staff, maintenance, supplies, etc)
GROSS SAVINGS TO THE AGENCY PER YEAR: $142,000
The current revised expenditures for the theater for 1998/1999 is projected at a cost of$144,000 to
the Agency by deducting $52,000.00 from the current budget
In the event that Theater Arts International are unable to attract the additional performances the
overall cost to the Agency is still reduced from $144,000 per annum to $92,000 per year by
deducting another$52,000.00 per year or the management fee payable to the Civic Light Opera.
On November 16, 1998 the Commission instructed staff to prepare an agreement with Theater Arts
International for one year.
Based on the foregoing, it is recommended that the Community Development Commission authorize
staff to enter into a contract with Theater Arts International to manage the California Theater for one
year, commencing on January 1, 1999 with a thirty day termination clause by either party.
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Ann .Harris, irector
Business Retention/Revitalization
°– °– — ------------------------------------ -------------------------------
ABH:Iag 11-16-02.CDC – – COMMISSION MEETING AGENDA
Meeting Date: 1/11/1999
Agenda Item Number:
1 RESOLUTION NO:
2
3 RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
5 ECONOMIC DEVELOPMENT AGENCY TO EXECUTE
AN AGREEMENT FOR PROFESSIONAL SERVICES
6 WITH THEATRICAL ARTS INTERNATIONAL
7
e
BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION
9 OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
to
SECTION 1. The Executive Director of the Economic Development Agency is
11
12 hereby authorized and directed to execute an Agreement for Professional Services with
13 Theatrical Arts International, a copy of which is attached hereto and marked as Exhibit"A"and
a incorporated herein by reference as fully as though set forth at length.
15 SECTION 2. The authorization to execute the above referenced agreement is
16 rescinded if the parties to the agreement fail to execute it and return it to the Office of the City
17 Clerk within sixty (60) days following the effective date.
16
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
2 EXECUTIVE DIRECTOR OF THE ECONOMIC DEVELOPMENT
3 AGENCY TO EXECUTE AN AGREEMENT FOR PROFESSIONAL
SERVICES WITH THEATRICAL ARTS INTERNATIONAL
4
5 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the
6 Community Development Commission of the City of San Bernardino at a
7 meeting thereof,held on day of , 1999 by the
8 following vote,to wit:
9
10 COMMISSION MEMBERS: AYES NAYS ABSTAIN ABSENT
11 ESTRADA
12 LIEN
13 VACANT
14 SCHNETZ
1s DEVLIN
16 ANDERSON
i
17 MILLER
19
19
Secretary
20
21 The foregoing resolution is hereby approved this day of
{ 1999.
22
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23
Judith Valles, Chairperson
24 Community Development Commission
1 25 Of the City of San Bernardino
26 Approved as form and Legal Content:
27
29 By:
> .
1
Agency Counsel
1 1
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1
OPERATION AND MANAGEMENT AGREEMENT
This Operation and Management Agreement (Agreement) is made and entered into as of this
1999,by and between the REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO (Agency) and the THEATRICAL ARTS INTERNATIONAL, a California
Corporation(TAI)with reference to the following facts:
A. The Agency owns the California Theatre of the Performing Arts (Theatre) as described in
Exhibit"A". The Agency desires to operate the Theatre in a manner that stimulates
downtown economic activity and that provides a broad range of cultural opportunities for
San Bernardino citizens without the need for continuing cash subsidies.
B. In order to assist the Agency with the operation of the Theatre, TAI is willing to provide
operating and management services as more fully described hereunder, upon the terms
and subject to the conditions in this Agreement.
NOW THEREFORE,the Agency and TAI agree as follows:
1. Engagement of TAI
The Agency hereby engages TAI to provide the operating and management services
described in Section 2 of this Agreement, and TAI hereby accepts such engagement and
agrees to provide such services under this Agreement during the term specified in
Section 8.
2. Management Services
TAI shall supervise all aspects of the Theatre's management and will provide operating
and management services that include physical operation of the Theatre,booking of
rentals,collection of rent, development of new business opportunities and assistance in
developing approaches to capital expenditures. TAI shall provide the following specific
services to the extent required or determined by the Agency's Director of Business
Recruitment, Retention&Revitalization or designee(Director)from time to time.
(a) TAI shall program the Theatre and book all events in the Theatre,whether in the
main auditorium or in any other public room in the Theatre. TAI will program the
Theatre in a manner that results in highly active use of the Theatre for a broad
variety of performance types. TAI shall make the Theatre's schedule available
not less than 27 days per year to local non-profit performance groups and for
Agency presentations (including Main Street)which days shall be reasonably
available throughout the year upon adequate notice. So long as performance
dates are delivered to TAI not later than the last day of February of the
immediately preceding calendar year, local non-profit performance groups shall
have priority in reserving performance dates for each calendar year during the
term hereof.
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(b) TAI shall use a rental contract and ticket sales agreement in substantially the form
of Exhibit"C", subject to specific terms it may negotiate with theater users from
time to time. Rental rates shall be based upon the Rate Schedule attached as
Exhibit"D".
(c) Upon approval of each year's budget as described in Section 6 (Operating
Budget), TAI shall contract for all required operating staff to operate the Theatre
and arrange for all required services needed for scheduled usages. TAI shall
negotiate maintenance contracts and obtain services and equipment as required.
TAI will diligently strive to obtain the best prices for goods and services or
sponsorship of such goods and services consistent with the quality required. Any
expense which exceeds its line item allowance in the Operating Budget shall have
received the advance written authorization of the Director except in cases of an
emergency nature where action is required to preserve public safety or the
integrity of the property. Such emergency action shall be reported to the Director
as soon as practical but within 24-hours in any event. TAI shall review all bills
and invoices prior to submission to the Agency for payment and advise the
Agency as to the appropriate action to be taken in each instance.
(d) TAI shall assist the Agency, its inspectors, contractors, and consultants in making
recommendations regarding the physical condition of the Theatre and any needed
capital repairs, improvements or programs needed for long-term operation of the
Theatre. TAI shall coordinate the execution of all approved capital
improvements.
(e) TAI shall supervise the Theatre's operation at each and every performance or use
of the building using qualified personnel. Supervision to include all aspects of
operation, i.e., box office, stagehands,etcetera. TAI will be physically
represented at all functions and will maintain an office on site to be staffed at all
normal business hours.
(f) TAI shall deposit all ticket or other income.into a separate TAI bank account(Box
Office Account) held in trust for the Agency. TAI shall deposit all received funds
into the Box Office Account on a regular basis(not less than twice a week). TAI
may pay out Reimbursed Expenses (as defined in Section 4) and rental
settlements from the Box Office Account. TAI will provide a full accounting of
all transactions at the end of each calendar month. Excess funds will be
transferred to the Agency in accordance with procedures determined by the
Director from time to time. This section 2(f) shall not apply to ticket sales for San
Bernardino non-profit performance groups which retain the proceeds from sales
of their own tickets.
3. Personnel
(a) In performing the management services set forth in Section 2,TAI shall report to
and operate under the direction of the Director and shall act as an agent of the
Agency and not upon TAI'S own authority. TAI commits Joseph Henson and
Allen Evenson,to the performance of TAI'S duties under this agreement.
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(b) It has been determined that Joseph Henson and Allen Evenson are necessary to
the successful performance of this agreement. No diversion or replacement of
Joseph Henson and Allen Evenson shall be made by TAI without written consent
of the Director.
4. Management Fee
(a) In consideration for TAI'S provision of the operating and management services
set forth in Section 2 above,TAI shall receive 20 rent free performance days
during the term of this agreement.
(b) In addition, TAI shall receive 50 percent of cash sponsorships obtained by TAI as
determined in accordance with generally accepted accounting principles. Said
sponsorship fees will be paid annually within 60 days of the close of each fiscal
year.
(c) TAI shall not bill the Agency separately for any services provided by its officers
or other representatives of TAI as such services are included in the management
fee. Costs of any direct theater personnel, (i.e., the box office manager and
cleaning staff including costs for payroll and pertinent benefits) shall be charged
to the Operating Budget described in Section 6. Costs for ushers, security guards,
stage manager,equipment rental, etc.,that are reimbursed by Theatre renters
(Reimbursed Expenses) may be paid from the Box Office Account in accordance
with Section 2(f).
(d) All presentations by TAI and/or others are outside the scope of this agreement.
TAI will be responsible for losses incurred through its own presentations or its
portion of any separately approved co-promotions with Agency. Agency will be
responsible for losses incurred through its own presentations (including those of
Main Street,etc)or its portion of any separately approved co-promotions with
TAI.
5. Vendor Payments
Payments for goods and services,other than those for management and operating
personnel, shall be made directly by the Agency to the applicable vendors. No such
payments shall be made by or through TAI without prior written approval of the Director.
6. Operating Budget
Based upon information supplied to the Agency by TAI regarding the cost of operating
the Theatre and upon income projections for currently booked events, it appears that the
Theatre operations will be approximately break even in the first full fiscal year after the
date of this agreement.
Ninety days prior to the end of each fiscal year TAI, in consultation with the Director of
Business Recruitment,Retention and Revitalization, shall develop a budget for inclusion
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in the Agency's budget to be approved by the Community Development Commission.
Such approved budget shall be the following fiscal year's Operating Budget.
7. Maintenance of Services
Neither TAI nor its employees shall hinder, delay, limit or suspend the continuity of the
Theater's function, operation or service in any manner. TAI shall not in any manner
coerce, intimidate, instigate, endure, sanction, suggest, conspire with,promote, support,
sponsor, engage in, condone or encourage any employee to participate in any strike,
slowdown, mass resignation, mass absenteeism or any type of concerted work stoppage.
In the event any of the above-described actions occur,TAI shall be obligated to maintain
the management services which are the subject of this Agreement.
8. Term and Termination
8.1 Term
This Agreement shall commence on the I'day of January 1999,and stay in effect
for one year,January 1, 2000.
8.2 Termination Upon Default
If either party is in default under this agreement the other party shall give written
notice thereof to the defaulting party who shall have thirty (30) days to cure such
default. Upon receipt of such notice and the failure to cure within said thirty (30)
days,this agreement may be terminated by providing a ten (10)day written notice
of termination.
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` 9. Indemnification and Insurance
9.1 Indemnification
9.1.1 TAI will accept the full responsibility for and shall defend, indemnify and
save harmless the Agency and its commissioners,officials, officers, employees
and agents from all claims for all loss or damage to property, including loss of use
thereof, costs, attorneys' and witnesses' fees, and expenses incident thereto, and
injury to persons resulting from the negligent execution or performance of this
Agreement as well as for any claims made by or on behalf of TAI'S agents,
servants, and/or employees arising out of their employment or work pertaining to
the operations under this Agreement;moreover,the TAI shall at all times defend,
indemnify and hold the Agency, its commissioners, officials, officers,employees
and agents harmless from and against any and all liabilities, demand, claims, suits,
losses, damages, causes of actions, fines, or judgments,including costs,attorneys'
and witnesses' fees, and expenses incident thereto, arising out of or in connection
with any act or omission of TAI or its agents, servants or employees in the
execution or performance of this Agreement or as a result of the failure by TAI to
comply with all laws,ordinances or governmental regulations applicable to TAI
or the conduct of TAI'S business.
The Agency shall accept the full responsibility for and shall defend, indemnify
and save harmless TAI and its commissioners, officials, officers, employees and
agents from all claims for all loss or damage to property, including loss of use
thereof, and injury to persons resulting from the negligent execution or
performance of this Agreement as well as for any claims made by or on behalf of
the Agency's agents, servants, and/or employees arising out of their employment
or work pertaining to the operations under this Agreement;moreover,the Agency
shall at all times defend, indemnify and hold TAI,its commissioners, officials,
officers, employees and agents harmless from and against any and all liabilities,
demand, claims, suits, losses, damages, causes of action, fines, or judgments,
including costs, attorney's and witnesses' fees, and expenses incident thereto,
arising out of or in connection with the execution or performance of this
Agreement or as a result of the failure by the Agency to comply with all laws,
ordinances or governmental regulations applicable to the Agency or the conduct
of the Agency" business.
For the purposes of this section,the costs salaries and expenses of the City
Attorney and members of his office shall be considered as attorneys fees.
9.2 Insurance
9.2.1 Without limiting the effect of any indemnity in this agreement, TAI shall
purchase and maintain in effect, at its own expense, during the term of this
Agreement insurance from insurers acceptable to the Agency protecting
TAI,the Agency, its commissioners, officers,employees and agents,
against claims for bodily injury, including personal injury,property
damage, including loss of use thereof, which may arise or be alleged to
have arisen, from TAI's activities in connection with the performance of
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this Agreement, whether such activities be of TAI, TAI'S agents, or of
anyone employed by TAI. The types of insurance coverage as well as the
amounts of such coverage shall be as follows:
9.2.2 TAI shall furnish workmen's compensation and employers' liability
insurance as required by the laws of the State of California covering all persons
employed by TAI in the performance of the duties described herein.
9.2.3 TAI shall provide public liability insurance coverage in the amount of not
less than$1,000,000 for property, death or injury of one person, and any one
accident or casualty, covering the performance of the services herein ordered.
The Agency,its commissioners,officials,officers, employees and agents, shall be
named as an additional insured.
9.2.4 Within ten(10) days after the acceptance of this Agreement by the
Agency,TAI shall deliver to the Agency certificates of insurance evidencing that
insurance has been purchased by TAI as required in this Section 9.2 and copies of
endorsements providing (i)thirty(30) days' written notice of cancellation,non-
renewal, or reduction in coverage by the insurers to the Agency, (ii)automobile
liability and comprehensive general liability insurance, and (iii)that the Agency,
its commissioners, officials, officers,employees, and agents are additional
insureds. Said certificates and insurance and copies of endorsements shall be on
file with the Agency at all times thereafter during the term of this Agreement.
Failure of TAI to provide the certificates of insurance or subsequent receipt by the
Agency of a notice of cancellation of the insurance policy(ies)by TAI's insurance
company(ies) shall constitute a material breach of this Agreement and this
Agreement may be terminated by the Agency upon written notice. All policies of
insurance required and provided by TAI under this Section 9.2 shall include, or be
endorsed to provide, a waiver by the insurers of any rights of subrogation that the
insurers may have at any time against the Agency, its commissioners, officials,
officers, employees and agents.
10. Miscellaneous
10.1 Notices.
Any and all notices required or permitted to be given hereunder shall be in writing and
shall be personally delivered or mailed by certified or registered mail, return receipt
requested, postage prepaid,to the respective parties at the addresses indicated below:
If to Agency: Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401-1507
Attn: Director, Business Recruitment, Retention&Revitalization
If to TAI: Theatrical Arts International
108 Orange Avenue, Suite 9
Redlands, California 92373
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Any party may change its address by a notice given to the other party in the manner set
forth above. Any notice given personally shall be deemed to have been given upon
service and any notice given by certified or registered mail shall be deemed to have been
given on the fifth(5th)business day after such notice is mailed.
10.2 Integration
This Agreement supersedes all prior agreements and understandings between the parties
relating to the subject matter hereof. Neither of the parties has relied upon any oral or
written representation or oral or written information given to it by any representative of
the other party.
10.3 Severability
If one or more of the provisions of this Agreement is hereafter declared invalid or
unenforceable by judicial, legislative or administrative authority of competent
jurisdiction, the parties hereto agree that the invalidity or unenforceability of any of the
provisions shall not in any way affect the validity or enforceability of any other
provisions of this Agreement.
10.4 Amendment; Modification
No change or modification of the terms or provisions of this Agreement shall be deemed
valid unless in writing and signed by both parties subject to governmental approval, if
required.
10.5 Governing Law
This Agreement shall be construed, interpreted and applied in accordance with the laws
of the State of California.
10.6 Waiver
No waiver of any breach or default shall be construed as a continuing waiver of any
provision or as a waiver of any other or subsequent breach of any provisions contained in
this Agreement.
10.7 Headings
The headings of Sections of this Agreement have been inserted for convenience of
reference only and shall not affect the interpretation of any of the provisions of this
Agreement.
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10.8 Assignment
Neither party hereto shall assign,hypothecate, or otherwise transfer such party's rights
hereunder, or delegate such party's duties hereunder,without the prior written consent of
the other party hereto.
10.9 Contract Evaluation and Review
The ongoing assessment and monitoring of this Agreement is the responsibility of the
Director. The Director is authorized to approve changes in Exhibit"C",the Rental
Contract,with the concurrence of Agency Counsel regarding legal form and content. The
Director is authorized to approve changes in Exhibit"D",the Rate Schedule, as
appropriate to the purposes of this Agreement. The Director is authorized to execute
such documents as are necessary to implement this Agreement. Notwithstanding the
foregoing, the rates set forth in Section 3 of Exhibit D shall not be increased during the
term of this Agreement.
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L IN WITNESS WHEREOF,the parties have executed this Agreement as of the
date first above written.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
Gary Van Osdel
Executive Director
THEATRICAL ARTS INTERNATIONAL
Joseph Henson
Allen Evenson
Approved as to legal fort and
Content:
"Counsel
JBH:Iag:OPRMGMT.AGM
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