Loading...
HomeMy WebLinkAboutC-3761 - PSA; 2006 Centennial Celebration coordination services• • 0--3r) i -, WORK- MADE - FOR -HIRE AGREEMENT WITH OCR COMMUNITY PUBLICATIONS, INC. FOR WRITING AND PUBLISHING THE NEWPORT BEACH CENTENNIAL BOOK THIS AGREEMENT is made and entered into as of this 4 22x day of May 2006, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and OCR COMMUNITY PUBLICATIONS, INC., a California corporation, whose address is 625 North Grand Avenue, Santa Ana, California, 92856 (referred to as "Publisher"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. OCR Community Publications, Inc. is a division of Freedom Orange County Information, Inc., which publishes the Orange County Register, and has a distinguished list of magazines and other publications that it publishes through its OCR Magazines group, including the monthly Coast Magazine. C. City is planning to celebrate its Centennial in October 2006, marking one hundred years since the date of its incorporation in 1906. D. City has decided to engage Publisher to design, author, compile, produce and publish a 100 -page book in full color about the City of Newport Beach in celebration of the City's Centennial (hereinafter referred to as the "Book' or the "Project"). Christopher Trela shall be designated as the author of the Book. E. As part of the Project, Publisher has agreed to gather and restore all historical photographs, maps and illustrations, generate all contemporary photographs, graphics, illustrations, and artwork, and author all required text. F. Publisher possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of Publisher for purposes of this Agreement shall be Christopher O. Schulz, Publisher and Chief Operating Officer for OCR Magazines. H. City has solicited and received a proposal from Publisher, has reviewed the previous experience and evaluated the expertise of Publisher, and desires to retain Publisher to render professional services under the terms and conditions set forth in this Agreement. 1] NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on October 5, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Publisher, pursuant to the provisions of this Agreement, shall provide publishing services for City as outlined herein: Publisher shall research, write, design, compile, and publish a 100 -page book in full color about the City of Newport Beach, as described in the Scope of Work attached hereto as Attachment A and incorporated in full by this reference (hereinafter referred to as the "Scope of Work"). The Book will provide a summary of the City's 100 -year history and shall be organized by chapters as described in the Centennial Book Outline provided by Publisher, attached hereto as Attachment B and incorporated in full by this reference. Any changes to the outline, chapter content or chapter titles must be approved in advance by City in writing. The Book will include a blend of contemporary photographs and historical photographs. It shall also include a table of contents, an index and a bibliography. All photographs, illustrations, and images shall include captions. Publisher shall print and deliver to City a total of Twelve Thousand, Five Hundred (12,500) soft -cover copies of the Book. City shall also have an option to receive Two Hundred (200) hard -cover copies of the book, as detailed in Section 4 below. The printing and production specifications for the soft -cover and hard -cover books shall be as described in the Scope of Work, attached hereto as Attachment A. 3. TIME OF PERFORMANCE/ DELIVERY OF THE WORK 3.1 Publisher understands and acknowledges that the services required under this contract are of a time - sensitive nature given that the Book is being produced and published to mark the City's Centennial in 2006. Thus, time is of the essence in the performance of services under this Agreement and Publisher shall perform the services in accordance with the Production Schedule attached hereto as Attachment C, and incorporated in full by this reference. The failure to meet each and every one of the deadlines set forth in the Production Schedule will constitute a material breach of this Agreement. 3.2 Publisher agrees that it will deliver 12,500 copies of the completed Book to the City on or before October 5. 2006 (with all photographs, art, maps, illustrations, and other material) in a form and content satisfactory to the City, and pursuant to the production specifications outlined in Attachment A. In the event that City exercises its option to purchase hard -cover copies of the Book, Publisher agrees to deliver said books on or before E 4. • 0 October 5, 2006, provided that City notifies Publisher in writing that it desires to exercise this option by 2006. 3.3 If Publisher fails to deliver the Book on or before October 5, 2006, the City will have the right to terminate this Agreement and Publisher shall repay to City any sums advanced in connection with the Book. Upon such termination, the Publisher may not have the Book published elsewhere until any advances paid hereunder have been repaid. 3.4 Notwithstanding the foregoing, Publisher shall not be responsible for delays due to causes beyond its reasonable control. However, in the case of any such delay, Publisher hereby agrees to provide notice to the City so that all delays can be addressed. Publisher shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays beyond Publisher's control. COMPENSATION 4.1 Publisher shall be paid as follows: Content & Design: For researching, writing, designing, and compiling the Book as described in Attachments A and B, City shall pay Publisher a total of Nineteen Thousand and Nine Hundred Dollars ($19,900.00). Production & Printing of Soft -Cover Books: For producing and delivering to the City 12,500 copies of the Book, pursuant to the printing specifications outlined in Attachment A, City shall pay Publisher a not -to- exceed price of Thirty-Five Thousand, Nine - Hundred and Seventy -Five Dollars and no1100 ($35,975.00). Production & Printing of Hard -Cover Books: City shall also have the option to purchase 200 hard -cover copies of the Book, pursuant to the printing specifications outlined in Attachment A, for an additional cost of Seven Thousand Dollars ($7,000.00). Artwork: Publisher shall endeavor to use images, illustrations and photographs acquired at no additional expense through donations or agreements with the copyright holder, as outlined in Paragraph 7 below. However, City shall reimburse Publisher for each photograph, image or illustration (hereinafter collectively referred to as "Artwork ") purchased for the Book. Reimbursement shall be no more than the actual cost of the Artwork paid by Publisher. For all photographs shot by Publisher or its staff that are used in the Book, City and Publisher understand and agree that they will use their best efforts to mutually agree in advance on any images that need to be shot and on the 3 0 0 individual cost for each of these shots. It is understood by both parties that City shall not pay more than Ten Thousand Dollars and 00/100 ($10,000.00) for all Artwork for the Book, including photographs shot or purchased by Publisher. City agrees to waive any fees the City may charge for taking aerial photographs within the City's boundaries, provided the photographs are taken for use in this Project. 4.2 Publisher shall be paid according to the Payment Schedule set forth in Attachment D. Publisher shall submit regular invoices to City, according to the schedule outlined in Attachment D. Publishers bills shall include a brief description of the services performed and/or the specific task in the Scope of Services to which it relates. City shall pay Publisher no later than thirty (30) days after approval of the invoice by City staff. 4.3 City will not be responsible for payment or reimbursement of any other fees or expenses of Publisher, except for those specifically authorized herein. 4.4 Publisher shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Book, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. S. TITLE AND COPYRIGHT ASSIGNMENT 5.1 Publisher and City intend this to be a contract for services and each considers the products and results of the services to be rendered by Publisher hereunder to be a work made for hire under the United States Copyright Act. Publisher acknowledges and agrees that the Book, at all stages of development, (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. 5.2 If for any reason the Book would not be considered a work made for hire under applicable law, Publisher does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Book only and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Book, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing through the world. This assignment, however, does not include any photographic images not supplied by the City to Publisher. Any and all photographic images supplied by and being used with the express permission of other companies /entities (i.e., First American Title, Sherman Gardens and the Orange County Register archives) may be used by City in the Book and for the promotion of the 4 0 0 Book, but may not under any circumstances be sold by City individually as if City owned copyrights to these images. City understands that the actual ownership of such images will remain with the original company or entity that supplied the photographic images. 5.3 If the Book is one to which the provisions of 17 U.S.C. 106A apply, the Publisher hereby waives and appoints City to assert on the Publisher's behalf, the Publisher's moral rights or any equivalent rights regarding the form or extent of any alteration to the Book (including, without limitation, removal or destruction) or the making of any derivative works based on the Book, including, without limitation, photographs, drawings or other visual reproductions of the Book, in any medium, for City purposes. 5.4 Publisher agrees to execute all papers and to perform such other proper acts as City may deem necessary to secure for City or its designee the rights herein assigned. 5.5 Publisher also hereby irrevocably transfers and assigns to City, and waives and agrees never to assert any and all "Moral Rights" (as defined below) that Publisher might have in or with respect to any aspect of the Book, with the exception to the assignment and waiver as outlined in Section 5.2 above, even after termination of Publisher's work on behalf of City. "Moral Rights" shall mean any rights to object to or prevent any modification of the Book, to withdraw from circulation or control the publication or distribution of the Book, and any similar right, existing under judicial or statutory law. 5.6 Publisher agrees to obtain from the designated author, Christopher Trela, a written agreement under which Mr. Trela shall acknowledge and agree that the Book, at all stages of development, (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. 6. REVISIONS City shall retain the right to make revisions to the Book prior to publication. Publisher agrees to make the revisions at no additional cost within thirty (30) days upon the receipt of a written request to do so from the City. In the event that Publisher is unable or unwilling to do so, City may have the revisions made by a third party and charge the cost against the sums due the Publisher under this Agreement, if any, and may display, in the revised Book and in advertising, the name of the person or persons who performed the revisions. 7. QUOTED MATERIAL AND USE OF COPYRIGHTED WORKS With the exception of short excerpts from others' works, which constitute fair use, the Book will contain no material from other copyrighted works, including art and photographs, without a written consent of the copyright holder. The Publisher • • will obtain such consents at its own expense in consultation with the City. Any obligations associated with permissions will be the responsibility of the Publisher. All illustrations in the Book will come from archives and/or private individuals. In each case, Publisher shall obtain and provide to City signed releases for any materials provided by those archives and/or individuals. In addition, any written resource material will be rewritten by Publisher so as not to violate any copyright. The form and content of the releases and copyright consents must be approved by the City Attorney's Office. Publisher will file the original of all such releases and consents with the City at the time the Book is delivered. 8. WARRANTY AND INDEMNIFICATION Publisher warrants that it has full power and authority to make this Agreement; that the Book will not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. Publisher will defend, indemnify and hold harmless the City and/or its licensees against all claims, suits, costs, damages, and expenses that the City and /or its licensees may sustain by reason of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Book, or any infringement or violation by the Book of any copyright or property right; and until such claim or suit has been settled or withdrawn, the City may withhold any sums due Publisher under this Agreement. 9. PROJECT MANAGER Publisher shall designate a Project Manager, who shall coordinate all phases of the Book. This Project Manager shall be available to City at all reasonable times during the Agreement term. Christopher O. Schulz, Publisher and COO of OCR Magazines has been designated the Project Manager on behalf of the Publisher. Publisher shall not remove or reassign the Project Manager or assign any new or replacement personnel or subcontractors to the Project without the prior written consent of City. Publisher, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Publisher warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 10. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. Director Marie Knight shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. Publisher shall submit all outlines, drafts and final proofs of the Book to the Project Administrator for approval. 0 11. CITY'S RESPONSIBILITIES In order to assist Publisher in the execution of its responsibilities under this Agreement, City agrees to do the following: 11.1 To provide access to, and upon written request of Publisher, provide one copy of existing relevant information on file at City. 11.2 City shall provide a "Note from the Mayor" for use as the Preface to the Book. 12. STANDARD OF CARE 12.1 All of the services shall be performed by Publisher or under its supervision. Publisher represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 12.2 Publisher represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Publisher to practice its profession. Publisher further represents and warrants to City that Publisher shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Publisher to practice its profession. 13. HOLD HARMLESS To the fullest extent permitted by law, Publisher shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work negligently performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Publisher]) or Publisher's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Publisher, its principals, officers, agents, employees, vendors, suppliers, Publishers, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Publisher to indemnify the Indemnified Parties from any Claim arising from the 7 0 0 active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Publisher. 9 • • 14. INDEPENDENT CONTRACTOR It is understood that City retains Publisher on an independent contractor basis and Publisher and its subcontractors are not agents or employees of City. The manner and means of conducting the work are under the control of Publisher, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Publisher or any of Publisher's employees, agents or subcontractors, to be the agents or employees of City. Publisher shall have the responsibility for and control over the means of performing the work, provided that Publisher is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Publisher as to the details of the performance or to exercise a measure of control over Publisher shall mean only that Publisher shall follow the desires of City with respect to the results of the services. 15. COOPERATION Publisher agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with Publisher on the Project. 16. CITY POLICY Publisher shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points to ensure the Project proceeds in a manner consistent with City goals and policies. 17. PROGRESS Publisher is responsible for keeping the Project Administrator and/or her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned. 18. INSURANCE Without limiting Publishers indemnification of City, and prior to commencement of work, Publisher shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Publisher shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with the City's Risk Manager at all times during the term of this Agreement. 2 0 0 B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City s Risk Manager. D. Coverage Requirements. Workers' Compensation Coverage. City agrees to waive the requirement that Publisher obtain and maintain state Workers' Compensation Insurance, provided that Publisher executes the City's standard form "Certificate of Exemption from Workers' Compensation Insurance." ii. General Liability Coverage. Publisher shall obtain and maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Publisher shall obtain and maintain automobile insurance covering bodily injury and property damage for all activities of the Publisher arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. IV. Publisher's Liability (Professional Media Liability). Publisher shall obtain and maintain coverage for slander, libel and defamation liability, as well as copyright and trademark infringement liability, which covers the services to be performed in connection with this Agreement in the minimum aggregate annual amount of one million dollars ($1,000,000). E. Endorsements. The general liability and Publisher's liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds 10 0 0 with respect to liability arising out of work performed by or on behalf of the Publisher. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Publisher's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers, unless the incident giving rise to subrogation rights is caused by the City's sole negligence. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers, unless the incident giving rise to subrogation rights is caused by the City's negligence. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Publisher shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Publishers performance under this Agreement. G. Additional Insurance. Publisher shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 19. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of the Paragon Agency ( "Paragon "), or of the interest of any general partner or joint venturer or 11 0 0 syndicate member or cotenant if Paragon is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Paragon. Control means fifty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 20. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Publisher. Assignments of any or all rights, duties or obligations of the Publisher under this Agreement will be permitted only with the express written consent of City. Publisher shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of City. City hereby agrees that the following subcontractors may be used by Publisher as part of this Project: Christopher Troia. 21. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Publisher, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Publisher or any other parry. Publisher shall, at its expense, provide such Documents to City upon prior written request. 22. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 23. INTELLECTUAL PROPERTY INDEMNITY Publisher shall defend, indemnify and hold City, its agents, officers, representatives, employees, City Council, boards and commissions harmless from any and all liability, including costs, for any violation of legally protected rights of any third parties contained in Publisher's Book provided under this Agreement, including but not limited to infringement of any United States' letters patent, trademark, or copyright issued as of the effective date of this Agreement. 24. RECORDS Publisher shall keep records and invoices in connection with the work to be performed under this Agreement. Publisher shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date 12 0 of final payment to Publisher under this Agreement. All such records and invoices shall be clearly identifiable. Publisher shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Publisher shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Publisher under this Agreement. 25. WITHHOLDINGS City may withhold payment to Publisher of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Publisher shall not discontinue work as a result of such withholding. Publisher shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Publisher shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 26. CONFLICTS OF INTEREST Publisher or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Publisher shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Publisher shall indemnify and hold harmless City for any and all claims for damages resulting from Publisher's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Publisher and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Publisher to City shall be addressed to City at: Recreation and Senior Services Department Attention: Marie Knight, Director City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3157 13 0 • Fax: 949 -644 -3318 All notices, demands, requests or approvals from City to Publisher shall be addressed to Publisher at: Christopher O. Schulz Publisher & Chief Operating Officer OCR Magazines 625 North Grand Avenue Santa Ana, California 92701 Phone: (714) 796 -7822 Fax: (714) 796 -6781 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) calendar days, or if more than five (5) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may, in addition to other remedies provided herein or authorized by law, terminate this Agreement by giving to the defaulting party written notice of termination. If Publisher fails to deliver the Book on time (by or before October 5, 2006), the City will have the right to terminate this Agreement and Publisher shall reimburse City for any sums advanced in connection with the Book. 29. COMPLIANCE WITH ALL LAWS Publisher shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Publisher shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations 14 and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 15 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Publisher and City and approved as to form by the City Attorney. 34. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction that might otherwise apply. 37. EQUAL OPPORTUNITY EMPLOYMENT Publisher represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. [SIGNATURES ON FOLLOWING PAGE] 16 0 APPROVED AS TO FORM: Aaron C. Harp Assistant City Attomey for the City of Newport Beach ATTEST: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Munici al Corporation HOMER BLUDAId CITY MANAGER for the City of Newport Beach OCR MAGAZINES, INC. By .: (Corporate Offi er) Title: 'P-w' S" e -J, C' C, a Print Name: C6ziA —A-e2 Title: dzl4—e Print Name: Attachments: Attachment A — Scope of Services Attachment B — Book Outline /Chapters Attachment C — Production Schedule Attachment D — Payment Schedule F:Iuserslcatlshared\Dbig1V4B Centennial Book Contract 5 -10-06 .doc 17 • ATTACHMENT A Pit tI %1It('s i� ........................ ............................ e v e n....................... Custom Publishing Contract for Newport Beach Centennial Book May 10, 2006 ................................................ ............................... Printing & Production Specifications: Finished size: 9 % x 11 % - Sheet fed cover/Web text Paper Stock: 100# White Gloss/100# White Gloss book (gloss paper) 4/4 throughout + OGUVC on cover only Perfect bound on the 9'% side Bleeds throughout Color Fuji proofs Trim to size and deliver to one OC location 100 total pages (96 + 4 covers) Content & Design: OCR Magazines will write and design the product to the client's specifications. The expense is outlined below, and assumes that all images can be obtained at no cost. If images need to be purchased or shot, additional expense will apply. We estimate a cost of $100 per image shot. Total Soft -Cover Copies Printed 7,500 10,000 12,500 Print/Production Expense $29,400 $32,780 $35,975 Content/Design Expense $19,900 $19,900 $19,900 Total Expense $49,300 $52,680 $55,875 200 Hard -Cover Copies -- Printing & Production Specifications 100# Litho Label with 1.5 mil clear lamination wrapped on .098 board Hard cover binding with headbands & flat back. 4 color process, Face, Spine, and Back (410) Total Expense: $7,000.00 19 i � 1('� i ATTACHMENT B = COAST ................................................ ............................... Newport Beach Centennial Book Outline / Chapters [NOTE: Throughout the book, we'll have "Fun Facts" about Newport Beach in small boxes, plus pull quotes about Iffe in NB from those who live here] Preface A note from our mayor. Introduction Setting the scene for the story of Newport Beach. The tone and style of the book are established. Talk about the Centennial Celebration. CHAPTER 1: Humble Beginnings The early history of the town is briefly explored with historic photos and some text (including news reports of the day), leading up to incorporation in 1906. CHAPTER 2: Living in Paradise Putting Newport Beach in context, and offering a brief overview of the various communities and their history within Newport Beach (Balboa, Balboa Island, Corona del Mar, Newport Coast, San Joaquin Hills), which will help show what gives Newport Beach its unique charm and personality. CHAPTER 3: Taming Newport Turning cattle land into concrete lanes —how Newport transitioned from a bucolic backwater town into a vibrant and growing city that played an important part in extending coastal highways and expanding coastal access. CHAPTER 4: From Tents to Mansions (the Growth of Commerce) Much of Newport was a virtual tent city until commerce took over. A growing number of hotels, restaurants, stores and housing developments fueled a population growth that continues to this day. Compare early Newport with its modern counterpart. CHAPTER 5: Water, Water Everywhere With one of the largest small -yacht harbors in the world, Newport has made its mark on the boating world. In this chapter, we explore everything from boat parades to the Newport/Ensenada race — including how dredging played a vital part in creating the harbor. 20 • 0 CHAPTER 6: Hook. Line & Sinker The fishing industry helped put Newport Beach on the map. We'll explore how the industry made this town prosper, how Newport more than survived the end of the fishing era, and how the dory fleet and weekend anglers keep the fishing heritage alive. CHAPTER 7: Hollywood by the Sea Nearly everyone knows that John Wayne lived in Newport Beach, but so did a host of other celebrities, including Humphrey Bogart and Lauren Bacall, Edgar Bergen (and his daughter, Candice), Buddy Ebsen, Shirley Temple, Errol Flynn, and many others. Newport was a recreational destination for scores of actors and producers, and a number of famous films were shot here. We'll look back at Newport's Hollywood history, and how that history continues with today's celebrities (including the cast of The OC) and the nationally recognized Newport Beach Film Festival. CHAPTER 8: Hometown Celebrities Newport Beach has a handful of famous families and important individuals whose contributions to the growth of the city have made an indelible impact. We'll take a look at the Beek Family, Art Gronsky, Judge Gardner, Bill Grundy, Irwin Family, Martin Brothers, Skinner Family, and others. CHAPTER 9: Lively Landmarks Newport Beach is loaded with instantly recognizable landmarks, none more so than the Balboa Pavilion. We'll look at the history of this architectural icon, plus the town's twin piers, famous restaurants and shops, and much more. CHAPTER 10: Going... Going... Gone Gone but not forgotten are a handful of famous Newport landmarks. We'll quickly take a look at those, and their importance to the town's history. CHAPTER 11: Fun, Fun, Fun Big band jazz flourished in Balboa's Rendezvous Ballroom, but so too did the early surf guitar sounds of Dick Dale. The Fun Zone and the Balboa Theater made the area a year -round resort. Now, Balboa has changed, but there's still plenty to do—the Museum of Art, Newport Theatre Arts Center, movie theaters, etc. And of course, there's always the beach! CHAPTER 12: Behind the Scenes (city services —fire, police, life guards, government, infrastructure) Every city needs community services to make the machinery of commerce run. We'll look at the growth and changes of Newport's fire and police departments, plus the lifeguards (what would Newport be without them ?) and our city's government. These potentially boring topics will be given new life thanks to fun stories and wonderful old photos. CHAPTER 13: Full Speed Ahead What does the future hold for Newport Beach? The town continues to change, and we'll preview a few of those changes (the Nautical Museum moves to the Fun Zone, Newport Coast keeps growing, Pelican Hill has a makeover). 21 • • [NOTE: Content, layout and chapter titles may change as the book is created] Book Details 96 Total Pages 78 pages following credits, preface, introduction and chapter index Book shall also include a bibliography and index. 13 chapters at an average of 6 pages each = 78 pages. Author Bio An award- winning writer and photographer, Christopher Trela is the owner of TrelaVisions Creative Services and TrelaPR, specializing in writing, publicity and photography. As a journalist, Christopher has had over 1,300 articles published in various newspapers and magazines over the past 15 years. Christopher has written the Performing Arts column for OC Metro Magazine since 1992, and the Slice of Orange column for Coast Magazine since 2001. He regularly contributes arts, food and wine, health, fitness, business and travel articles to OC Metro, Metro Menus, OC Family, Coast Magazine, Performing Arts Magazine, Westways Magazine, and many others. Christopher is also under contract with Disneyland as a writer for the Special Events department, where he writes scripts, script treatments, and other writing assignments. Currently, Christopher is the Public Relations Liaison for the Newport Beach Centennial, and the Director of Marketing and Development for the Balboa Performing Arts Theatre in Newport Beach, a 320 -seat venue for the performing arts scheduled to open in 2008. Prior to that, Christopher was the Director of Public Relations & Publications for Orange County's Pacific Symphony, the third largest orchestra in California. He has provided public relations and marketing services for the Orange County Fair, Discovery Science Center, Southern California Home & Garden Show, Classical Mystery Tour: A Tribute to the Beatles, The Imagination Celebration, and other local organizations, artists and theaters. As a photographer, his work has appeared in the L.A. Times, The Orange County Register, OC Metro, Coast, and many other publications throughout Southern California. He also provides photography services for theater groups and corporate clients. In 1997, Christopher founded New Voices Playwrights Workshop & Theatre, a consortium of playwrights, actors and directors who regularly present productions of new works at various theaters in Orange County. Christopher has written and directed more than 20 of his own short and full - length plays, and has directed plays for other theater groups. For his efforts in promoting and developing new plays, the Daily Pilot newspaper named Christopher the Man of the Year in Theater for 1998. Christopher is a founding member of the Overture support group for the Pack Symphony. He has won numerous awards for feature and entertainment writing, for photography, and for his chocolate chip cookies. A resident of Orange County for over 40 years, Christopher lives in Newport Beach. 22 0 ATTACHMENT C i L C! MI t Elt�i 1z I I i� ................................................ ............................... Production Schedule April 12 Book Outline presented to City June 1 1 st draft due to City — Establish additional photo needs June 16 Photo Shoot as needed July 14 2nd draft due to City— changes made and final shots determined Aug. 21 3`d and final draft due to City — Fuji proofs and final sign -off Aug. 31 Files to press Oct. 5 Delivery to Newport Beach of 12,500 Soft -Cover Books and 200 Hard -Cover Books M 0 • ATTACHMENT D Payment Schedule: Newport Beach Centennial Book • 50% of Content and Design fee ($9,950) due upon execution of the agreement. • 25% of Content and Design fee ($4,975) due upon approval by the City of the 2nd draft submittal, which is due on July 14, 2006. • 50% of Production and Printing fee ($17,987) due on August 1, 2006. • 25% of Content and Design fee ($4,975) due upon approval by the City of the 3' draft submittal, which is due on August 28, 2006. • 50% of Production and Printing fee ($17,988) due upon delivery of 12,500 copies of the book on October 5, 2006. F.\userslcatldbigMB Centennial Book Contract 5 -10 -06 .doc 25 AFtk 2 5 2006 • 0 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT C-31b I (39 1 lip - An) Agenda Item No. 5 April 25, 2006 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Recreation and Senior Services Marie Knight, Director — 644 -3157 — mknight @city.newport- beach.ca.us SUBJECT: Centennial Book Agreement with OCR Magazines ISSUE Should the City Council enter into a design, development and publication agreement with OCR Magazines for the Centennial Book? RECOMMENDATION 1. Approve the proposal submitted by OCR Magazines. 2. Allow the final form of the Professional Services Agreement with OCR Community Publications to be approved by the Council Members on the Centennial Steering Committee and the City Attorney. 3. Authorize the City Manager and City Clerk to execute the agreement. DISCUSSION In September 2005 the City terminated the agreement with Doug Westfall and the Paragon Agency for the authorship and publication of a Centennial Commemorative book. Staff was directed to research other options for having this project completed. In our search there were several factors we felt were important in ensuring the success of the project: • a writer /firm who had a connection to Newport Beach • a writer /firm that had a corporate association or infrastructure that could handle the project with ease and meet the fast approaching deadline of having a product by the end of our Centennial celebration • a writer /firm with a proven track record and quality reputation. After a series of meetings and interviews staff has been presented with an exciting proposal by OCR Magazines (attached). OCR Magazines (OCR) is the specialty publishing division of Freedom Orange County Information, Orange County's leading information company and publisher of the Orange County Register. Publications produced by OCR Magazines include Coast, Orange County Home, Orange County Kids, Private Showing, event programs for the OC Performing Arts Center and South Coast Repertory Theater, and the quarterly arts magazine Revue. OCR Magazines has also produced custom publishing projects for organizations such as the Philharmonic Society House of Design, the Mighty Ducks of Anaheim Hockey Club, and the US Open of Surfing, and this year they have printed the program for the Newport Beach Film Festival. Centennial 60 Agreement with OCR Magazines April 25, 2006 Page 2 OCR was very interested in this project as the Newport Beach area is often a focal point in COAST magazine as well as a strong client base. In initial meetings with OCR Publisher and COO Chris Schultz it became immediately apparent that they had not only the resources needed to produce a quality product, proven success in the publishing business, talented local writers on staff who know our community, and access to the photo archives of the OC Register, but that they also had a vision similar to the City's as to the quality and content of the book. Equally important was that OCR has a quality reputation in this community with their existing publications to uphold and it is just as important to them that the end product is something we can all be proud of. BOOK CONCEPT After several meetings the following book concept was agreed upon: A 100 page "coffee table" style book, 9 '/" x 11 '/4" in size printed in landscape on glossy paper. • The book will not be a chronological history of Newport Beach, but rather will be arranged in themes such as: overview of the various communities /villages, the growth of commerce, boating and yachting, the fishing industry, landmarks, and famous families. Within each of these theme areas the history will then be told. • The book will contain more photos than copy, both old and new, and the copy will serve to tie the photos together. • The book will also include quotes, fun facts and stories. BUDGET The City Council originally appropriated $114,000 for the publication of a Centennial Book. At this time we are in the midst of legal proceedings to obtain the return of the advance funds given to Doug Westfall of the Paragon Agency, the first publisher, in the amount of $56,169. Irrespective of that process, $57,831 remains in this fund. The OCR proposal, which includes content, design, printing and production of 12,500 books, totals $55,875. Although a final price point has not yet been set for the book, at a cost of $20 each we would only need to sell 2,793 to cover these costs and the remaining funds raised would help offset the overall costs of the Centennial. OCR has committed to a publication deadline that will make the books available at the Centennial closing event on October 8, 2006. In order to meet this deadline, staff is requesting that the City Council authorize the final form of the Professional Services Agreement with OCR to be approved by the Council members on the Centennial Steering Committee and the City Attorney based on the attached proposal, and grant the City Manager and City Clerk the authority to execute the agreement. Pranarart by Attachment — OCR Custom Publishing Contract tL COAST .. ..................................................... ............................... Custom Publishing Contract for Newport Beach Centennial April 11, 2006 .. ..................................................... ............................... Printing & Production Specifications: Finished size: 9 1/4 x 11 '/ - Sheet fed cover/Web text Paper Stock: 100# White Gloss /1000 White Gloss book (gloss paper) 4/4 throughout + OGUVC on cover only Perfect bound on the 9 '/< side Bleeds throughout Color Fuji proofs Trim to size and deliver to one OC location 100 total pages (96 + 4 covers) Content & Design: OCR Magazines will write, and design the product to the client's specifications. Expense is outlined below, and assumes that all images can be obtained at no cost. If images need to be purchased or shot, additional expense will apply. We estimate a cost of $100 per image shot. Total Copies Printed 7,500 10,000 12,500 Print/Production Expense $29,400 $32,780 $35,975 Content/Design Expense $19,900 $19,900 $19,900 Total Expense $49,300 $52,680 $55,875 ....................................................... ............................... Custom Publishing Contract for Newport Beach Centennial April 11, 2006 Preliminary Production Schedule April 12 Agreement Signed April 12 Outline presented to key stakeholders June 1 1st draft due to NB - Establish additional photo needs June 16 Photo Shoot as needed July 14 2nd draft due to NB- changes made and final shots determined Aug 28 3`d and final draft - Fuji proofs and final sign -off Sept 7 Files to press Oct 5 Delivery to Newport Beach To accept this proposal, please indicate the quantity of copies desired, and sign the original. Price is valid until April 30, 2006. Sincerely, Christopher 0. Schulz Publisher 8 C.O.O. Accept Quote Print Send executed contract to: Monica Hernandez, Director of Operations OCR Magazines 625 North Grand Ave. Santa Ana, CA 92701 714 - 796 -5047 Page 2 Date 0 PROFESSIONAL SERVICES AGREEMENT WITH FIESTA PARADE FLOATS FOR DESIGN AND CONSTRUCTION OF THE CITY OF NEWPORT BEACH'S 2006 ROSE PARADE FLOAT THIS AGREEMENT is made and entered into as of this 242 q day of June, 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and FIESTA PARADE FLOATS, a California corporation whose mailing address is P.O. Box 5417, Pasadena, California, 91117 -0417 ( "FIESTA "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. FIESTA is a professional parade float manufacturing company that is experienced in the design, construction, decoration and operation of floats for the Tournament of Roses Parade held on New Year's Day in the City of Pasadena, California. C. City is planning to enter a float in the 2006 Tournament of Roses Parade to be held in Pasadena on January 2, 2006 (the "Parade "). City has decided to enter a float in the 2006 Parade in order to celebrate its centennial. D. City desires to engage FIESTA to design, construct and supervise decoration of the City's float so that it may be entered in the Parade (the "Project "). E. Fiesta shall submit the design, sketches and specifications of the City's proposed float to the City for approval prior to construction. The design shall conform to the rules and regulations of the Pasadena Tournament of Roses Association. F. FIESTA possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of FIESTA for purposes of Project, shall be Mr. Tim Estes. H. City has solicited and received a proposal from FIESTA, has reviewed the previous experience and evaluated the expertise of FIESTA, and desires to retain FIESTA to provide the services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 0 1. TERM 0 The term of this Agreement shall commence on the above written date, and shall terminate on the 24th day of February, 2006, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED FIESTA agrees to create, construct and supervise decoration of a float for the City of Newport Beach for the 2006 Toumament of Roses Parade, and to diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. 3. TIME OF PERFORMANCE The parties agree that time is of the essence, that any and all payments shall be made on time as specified in Exhibits A & B of this Agreement and that the completed float shall be ready to be placed in the Parade and shall participate therein. 4. COMPENSATION TO FIESTA City shall pay FIESTA for the services in accordance with this Section and the Fee Schedule attached hereto as Exhibit B and incorporated herein by reference. FIESTA's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred and Twenty Thousand Dollars and no /100 ($220,000.00) without additional authorization from City. 5. PROJECT MANAGER FIESTA shall designate a Project Manager, who shall coordinate all phases of the Project. The Project Manager shall be available to City at all reasonable times during the Agreement term. FIESTA has designated TIM ESTES to be its Project Manager. FIESTA shall not remove or reassign the Project Manager without the prior written consent of City. FIESTA, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. FIESTA warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. MARIE KNIGHT shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. WA 0 0 7. CITY'S RESPONSIBILITIES 7.1 City shall furnish the costumed Float Riders, which shall be discussed and agreed upon by City and FIESTA. Coordination of Float Riders, and the number of Float Riders to be used, shall be mutually agreed upon by City and FIESTA. It is understood by City that any and all Float Riders shall abide by the rules and regulations regarding Float Riders established by the Pasadena Tournament of Roses Association. 7.2 Any breach of any rules and regulations on the part of City shall be the responsibility of City. This includes accepting any rulings of the Tournament of Roses Association and /or any other enforcement organization. This includes any and all monetary fines, penalties and/or judgments imposed as a result of City's actions. 7.3 The names and the signed release forms for Float Riders supplied by City shall be returned to FIESTA no later than November 15, 2005. 7.4 Proper costuming, and related costs, of the Float Riders is the sole responsibility of City. City acknowledges that any and all costuming shall compliment the agreed -upon float. If requested, FIESTA can assist City with securing the proper costuming. 8. TOURNAMENT OF ROSES RULES AND REGULATIONS 8.1 City acknowledges that there are rules and regulations regarding the Parade and the participation therein. If any fines, penalties and /or judgments are made regarding the City's float and /or the City's participation in the Parade due to actions by the City, innocent or not, then such fines, penalties, and /or judgments shall be solely incurred and /or paid for by the City. 8.2 FIESTA acknowledges that there are rules and regulations regarding the Parade and the participation therein. If any fines, penalties and /or judgments are made regarding the City's float and /or the City's participation in the Parade due to actions by FIESTA, innocent or not, then such fines, penalties, and /or judgments shall be solely incurred and /or paid for by FIESTA. 9. STANDARD OF CARE 9.1 All of the services shall be performed by FIESTA or under FIESTA's supervision. FIESTA represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. 3 • i 9.2 FIESTA represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of FIESTA to practice its profession. 10. FAILURE OF PERFORMANCE 10.1 In the event that completion and/or participation of the float in the 2006 Parade is prevented by an act of God, war, fire (not attributable to failure by FIESTA to employ reasonable precautions), FIESTA shall immediately cease work on the float and shall be entitled to reimbursement of 20% of its full contract fee, design fee and for all of its reasonable actual expenses ( "Actual Expense ") of every kind and nature which FIESTA has reasonably incurred in connection with the performance of its obligation hereunder (as set forth in an itemized invoice to City for its approval and payment), less any insurance payments received by FIESTA; provided, however, that City shall have received full payment for all losses, costs and expenses pursuant to the insurance policy covering the float as required herein. Furthermore, where a partial payment has already been made by City which exceeds the Actual Expenses, Fiesta will refund the difference in the amount to City. 10.2 "Actual Expense" shall include the amount shown on invoices for the cost of sub - contracts parts and/or labor. In the event that such actual expenses are less than the amount paid to FIESTA on the date of cessation of work, FIESTA hereby agrees to refund the difference to City. 10.3 Difficulties experienced by FIESTA in obtaining material, equipment and labor shall not be considered excuses for non - performance. 11. HOLD HARMLESS To the fullest extent permitted by law, FIESTA shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and/or design defects [if the design originated with FIESTA]) or FIESTA's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of FIESTA, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require FIESTA to indemnify the Indemnified Parties from any Claim arising from the 13 sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the FIESTA. 12. COOPERATION FIESTA agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with FIESTA on the Project. 13. PROGRESS FIESTA is responsible for keeping the Project Administrator and /or her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting FIESTA's indemnification of City, and prior to commencement of work. FIESTA shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies,of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. FIESTA shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. i. Workers' Compensation Coverage. FIESTA shall maintain Workers' Compensation Insurance and Employers Liability Insurance for his or her employees in accordance with the laws of [1 0 • the State of California. In addition, FIESTA shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by FIESTA for City. General Liability Coverage. FIESTA shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. FIESTA shall maintain automobile insurance covering bodily injury and property damage for all activities of the FIESTA arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. FIESTA shall provide all proofs and certificates of insurance required under the Agreement by October 15, 2005. E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the FIESTA. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the FIESTA's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. A 0 0 iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. FIESTA shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from FIESTA's performance under this Agreement. G. Additional Insurance. FIESTA shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of FIESTA, or of the interest of any general partner or joint venturer or syndicate member or cotenant if FIESTA is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of FIESTA. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of FIESTA. Assignments of any or all rights, duties or obligations of FIESTA under this Agreement will be permitted only with the express written consent of City. 0 0 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by FIESTA, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to FIESTA or any other party. FIESTA shall, at FIESTA's expense, provide such Documents to City upon prior written request. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY FIESTA shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in FIESTA's design services provided under this Agreement. 20. RECORDS FIESTA shall keep records and invoices in connection with the work to be performed under this Agreement. FIESTA shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to FIESTA under this Agreement. All such records and invoices shall be clearly identifiable. FIESTA shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. FIESTA shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to FIESTA under this Agreement. 21. WITHHOLDINGS City may withhold payment to FIESTA of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. FIESTA shall not discontinue work as a result of such withholding. FIESTA shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. FIESTA shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. .E'. 0 0 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of FIESTA which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by FIESTA, the additional design, construction and/or restoration expense shall be bome by FIESTA. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST FIESTA or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, FIESTA shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. FIESTA shall indemnify and hold harmless City for any and all claims for damages resulting from FIESTA's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by FIESTA and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from FIESTA to City shall be addressed to City at: Attn: Marie Knight, Director Recreation & Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3151 Fax: 949 -644 -3318 All notices, demands, requests or approvals from CITY to FIESTA shall be addressed to FIESTA at: N 0 0 Attention: Timothy W. Estes, CFEE President Fiesta Parade Floats P0 Box 5417 Pasadena, CA 91117 -0417 Phone: (626) 301 -1433 Fax: (626) 301 -1432 26. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to FIESTA. In the event of termination under this Section, City shall pay FIESTA for services satisfactorily performed and costs incurred up to the effective date of termination for which FIESTA has not been previously paid. On the effective date of termination, FIESTA shall deliver to City all, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26.1 Withdrawal by City: In the event that City should instruct or cause FIESTA not to complete the float or not to drive it in the Parade, it is recognized that FIESTA can only construct a certain number of floats and in agreeing to construct the float for City, it must reject the opportunity to construct other floats, and further that it is important to FIESTA's business to have the opportunity to display its work in the Parade, the exact amount of which would be extremely difficult and impractical to fix. It is therefore agreed that if City instructs FIESTA not to complete the float after July 15, 2005, for any reason other than as a result of FIESTA's negligence, willful misconduct or material breach of this Agreement, then FIESTA is entitled to be paid its actual costs through the date of termination, plus $44,000.00 (20% of the contract price), but in no event shall City be obligated to pay more than $220,000.00 (the contract price). 27. COMPLIANCE WITH ALL LAWS FIESTA shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In 10 0 0 addition, all work prepared by FIESTA shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 31. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both FIESTA and City and approved as to form by the City Attorney. 32. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 33. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 34. EQUAL OPPORTUNITY EMPLOYMENT FIESTA represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 11 • • 35. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one an the same instrument. A facsimile signature shall be deemed an original. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: City Attorney for the City of Newport Beach ATTEST: By L/�% aVonne Harkless, City Clerk , *P -Qrl_ CITY OF NEWPORT BEACH, A Municipal Corporation By: «- a or for the City of Newport Beach FIESTA: By: .y fe Timothy W. stes, President & Secretary Attachments: Exhibit A - Scope of Services Exhibit B - Fee Schedule F: I USED SICAIIAGLSharedlFiesta Parade FloatlProfessional Services Agreement.doc 12 0 0 EXHIBIT A Scope of Services I. SERVICES TO BE PROVIDED BY FIESTA A. FIESTA, a professional parade float manufacturing company experienced in the design, construction, decoration and operation of floats for the Tournament of Roses Parade, shall create, construct and supervise decoration of a float in a professional and workmanlike manner for the City of Newport Beach. 1. To be entered in the 2006 Tournament of Roses Parade ( "PARADE ") to be held in the City of Pasadena, California on January 2, 2006. 2. The design and specifications of the subject float will be submitted to and approved by NEWPORT BEACH and will be prepared in a manner so as to conform to the rules and regulations of the Pasadena Tournament of Roses Association. B. FIESTA shall furnish and provide the following: 1. All equipment, material and labor required to construct said float; 2. The truck or other propulsion for said float that will enable it to participate in the PARADE; 3. Two capable and qualified drivers for said float to drive the float on the day of the PARADE. 4. Any additional personnel required in guiding and /or operating the float to and in the PARADE. 5. Storage location during the construction of the float in order that NEWPORT BEACH may review the construction and progress of the float at any time prior to the commencement of the PARADE. C. Materials to be used in the float. NEWPORT BEACH - 2006 1 0 0 1. Materials used in the construction of the float shall be supplied by and shall remain the property Of FIESTA. 2. Any materials and decorations supplied by NEWPORT BEACH shall remain the property of and shall be returned to NEWPORT BEACH unless other arrangements are made. D. Operation of the float before, during and after the PARADE. 1. FIESTA and NEWPORT BEACH shall work together on the music for the float. It is understood by both parties that any music selected has to be completed by November 15, 2005 and that said music has to comply with the rules and regulations of the Tournament of Roses Association. 2. FIESTA understands that NEWPORT BEACH employees and "volunteers" will assist FIESTA in decorating the float, and said work force shall be coordinated with FIESTA. 3. FIESTA shall place the completed float in the PARADE, drive it in the PARADE and maintain it during the Post Parade exhibition period at the location set aside for this purpose. 4. FIESTA shall abide by all rules, regulations, requirements and instructions of the Pasadena Tournament of Roses Association for floats entered in the PARADE. 5. FIESTA shall assume full responsibility for and control of the operation of said float during and after said PARADE. 6. FIESTA shall remove, clean up and dispose the float after the Post Parade exhibition period. E. FIESTA acknowledges that there are rules and regulations regarding the PARADE and the participation therein. If any fines, penalties and /or judgments are made regarding the NEWPORT BEACH float and /or NEWPORT BEACH participation due to actions by FIESTA, innocent or not, then such fines, penalties and /or judgments shall be solely incurred and /or paid for by FIESTA. NEWPORT BEACH - 2006 2 0 0 II. SPECIFICATIONS FOR THE FLOAT A. The design, sketches and specifications of the subject float will be submitted to NEWPORT BEACH by FIESTA. B. The title, " Sailing through a Century", shall appear in prominent sized letters (a minimum of at least six inches high) so as to be clearly visible to the viewing audience and television viewers. The name " CITY OF NEWPORT BEACH" shall appear on the float in prominent sized letters (a minimum of at least six inches high) so as to be clearly visible to the viewing audience and television viewers. Any desired logos) to be on the float, must meet the requirements of the Tournament of Roses Association. F: I USERSI C UnSharedlFiesta Parade Floats&ope of Work.doc NEWPORT BEACH - 2006 3 F-1 EXHIBIT B 0 FLOAT CONSTRUCTION Fee Schedule I. PERFORMANCE BY NEWPORT BEACH A. NEWPORT BEACH shall pay FIESTA the total sum of $220,000.00, which shall be payable as follows: 1. $55,000.00 upon execution of this AGREEMENT by NEWPORT BEACH and FIESTA; 2. $55,000.00 upon completion of the main construction of the float and the float has completed the first official test drive as required by the Tournament of Roses; 3. $55,000.00 upon completion of the construction of the float and the float has completed the required second official test drive as required by the Tournament of Roses; 4. $55,000.00 prior to January 25, 2006. B. NEWPORT BEACH acknowledges and agrees that it shall be solely responsible for and shall pay the entrance fee for the PARADE, which is separate from Section A above. F.- USERSCA71SharedlAGlFiesta Parade FloatsTee Schedule.doc NEWPORT BEACH - 2006 1 • • PM a t✓h m exert q FIESTA PARADE FLOATS BIO Fiesta Parade Floats is the leading award winning float- builder in the Tournament of Roses Parade with an impressive 67 percent prize winning rate averaged over the past fifteen years, the highest award winning rate in the Rose Parade industry. Fiesta has built TWELVE consecutive Sweepstakes Trophy winners in the Rose Parade including FTD I Florists' Transworid Delivery float entries in 2004, 1996 and 1994, Rain Bird Sprinkler entries in 2005, 2003, 2002, 2001, 1999 and 1998, Target Stores in 2000, California State PTA in 1997, and the 1995 Countrywide Home Loans float. Fiesta Parade Floats reputation with the Tournament of Roses as a dependable float builder is highly respected. Fiesta Parade Floats is considered the leader in both floral technology and floral application throughout the float and floral industries. Fiesta surpasses all other builders in the field of computerized and hydraulic animation. In addition to parade floats, Fiesta also builds custom props for television commercials, feature films, exhibits and theme parks. Major exhibits include: Sunset Magazine Spring Garden Show, Crystal Court South Coast Plaza, American Institute of Floral Design National Symposium, Feature Exhibits and the Flower I Garden Pavilion at the Los Angeles County Fair, Bellagio and Mandalay Bay in Las Vegas, Innovations, Disneyland's newest attraction in Tomorrowland and Venus Fort Shopping Mall in Tokyo, Japan. Tim Estes CFEE (Certified Festival & Event Executive), President of Fiesta Parade Floats, is a well -known name in the float building industry. With over 30 years experience building floats, Tim has assembled an extremely qualified and talented team in all areas of construction, design, engineering, animation, sculpturing and decoration. Tim designs the structural engineering of Fiesta's floats and oversees the development and implementation throughout the construction and sophisticated animation stages. Tim has overseen the construction of over 400 Rose Parade floats and countless number of floats in parades throughout the United States and Canada, including Fiesta's annual participation in the Hollywood Christmas Parade. Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats, is one of the keys to Fiesta's great success for over 35 years. In addition to determining the selection and use of floral materials, Jim coordinates the construction and art departments with his artistic interpretation of the float designs. His creative work has appeared on more prize- winning floats than any other floral designer in the history of the Tournament of Roses Parade. He is greatly respected for his innovative contributions in float decoration and decoration materials. Jim is a charter member of the American Institute of Floral Design (AIFD) and the recipient of AIFD's 1998 Award of Distinguished Service to the Floral Industry. His design work is known throughout the world as he has won numerous world class floral design competitions held in the United States, Europe and Asia. He is a frequent guest speaker and judge at major floral seminars, exhibits and competitions. Beverly Stansbury, Project Manager of Fiesta Parade Floats, is a second - generation float builder. She has been involved in the float industry and the Tournament of Roses Parade for over thirty years. Beverly's management positions have included that of art director, floral director, and decoration coordinator. 9 Beverly is responsible for securing and the scheduling of our decoration crews. She acts as liaison between our clients and the Tournament of Roses Association and works directly with our flower brokers in ordering and purchasing all the floral materials used by Fiesta. Beverly organizes the riders, costuming and music for our floats in addition to special events and projects throughout the year. She coordinates Fiesta's media and press releases. Raul Rodriguez, Designer, is known throughout the world as the "premier designer of the Tournament of Roses Parade ". Raul has worked with Fiesta for over 30 years and his exceptional talent in creating beautiful float concepts continues to evolve to a higher level in design work due to his many years of experience, not only in the parade industry, but also in numerous related areas of art design. This includes marquee display in Las Vegas, Reno and Laughlin, Nevada. Raul's talents have been used in creating displays for Harley Davidson International, wine labels and restaurant interiors. Under Jim Hynd's floral direction and the artistic interpretation by the talented crew at Fiesta Parade Floats, the floats designed by Raul and created by Fiesta Parade Floats have won the most awards in the Rose Parade. This combined team has won well over 250 awards in the Pasadena Tournament of Roses Parade with twenty Sweepstakes Awards, including the past eleven years in a row! Fiesta Parade Floats has the highest prize - winning rate in the float industry in the last 14 years. This is an extremely important fact since a prize- winning float can receive 2 to 3 times the amount of media coverage over non -prize winning floats. ■ Fiesta Parade Floats has won a higher percentage of awards in the last 15 consecutive years than any other float builder in the Rose Parade and this in itself generates additional media exposure for all of our clients. In the past 15 years Fiesta has averaged over a 67 percent prize winning rate, the highest in the float industry. ■ Fiesta Parade Floats has built and decorated twelve consecutive Rose Parade Sweepstakes Trophy winners -- 2005, 2004, 2003, 2002, 2001, 2000, 1999,1998, 1997,1996,1995 and 1994. ■ Fiesta Parade Floats reputation with the Tournament of Roses Association as a dependable float builder is highly respected. ■ The tradition of the Rose Parade and Fiesta's continued presentation of the most floral entries in the parade are synonymous. Floral use and presentation are the highest weighted criterion for all categories of judging and excellence of floral display is the hallmark of Fiesta Parade Floats. ■ Fiesta Parade Floats is comprised of the most qualified team in the float industry in all areas of construction, design, engineering, animation, sculpturing, decoration and floral technology. ■ Each and every float constructed and decorated by Fiesta Parade Floats has been completed prior to judging on December 31. This is per the rules of the Tournament of Roses Association. Fiesta Parade Floats is the only builder who has accomplished this every year for the past sixteen years. • Fiesta Parade Floats is considered to be the foremost leader in floral application and animation technology. • A full staff of internationally prestigious AIFD (American Institute of Floral Designers) floral designers is assigned to each float and works under the direction of Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats. In fact, Jim has been Floral Director for more prize winning floats than any other Floral Director in the entire history of the Rose Parade. ■ One of Fiesta Parade Floats main goals is to work together with each and every client and to help them achieve their full value of their advertising dollar prior to the day of the parade. ■ Experienced Float Supervisors are assigned to each float to direct and oversee the decoration crews. Fiesta's supervisors have an average of ten years of decoration experience and are highly regarded for their organizational skills, creativity and craftsmanship. ■ Fiesta Parade Floats can provide the entire decoration crew, work solely with your volunteer decoration crew, or combine the groups to augment the numbers needed to complete the float in an artistic and timely manner. ■ Because of Fiesta Parade Floats commitment and ability to work with their clients on an individual basis they are able to fulfill their clients' needs not only with their float entry but also in additional areas of special interest (additional parade and game tickets) and events (special previews and parties). A�fo-,k)mnrrt 5 0 0 Fiesta Parade Floats is the leading award winning float - builder in the Tournament of Roses Parade with an impressive 67 percent prize winning rate averaged over the past fifteen years, the highest award winning rate in the Rose Parade industry. Fiesta has built TWELVE consecutive Sweepstakes Trophy winners in the Rose Parade including FTD / Florists' Transworld Delivery float entries in 2004, 1996 and 1994, Rain Bird Sprinkler entries in 2005, 2003, 2002, 2001, 1999 and 1998, Target Stores in 2000, California State PTA in 1997, and the 1995 Countrywide Home Loans float. Fiesta Parade Floats reputation with the Tournament of Roses as a dependable float builder is highly respected. Fiesta Parade Floats is considered the leader in both floral technology and floral application throughout the float and floral industries. Fiesta surpasses all other builders in the field of computerized and hydraulic animation. In addition to parade floats, Fiesta also builds custom props for television commercials, feature films, exhibits and theme parks. Major exhibits include: Sunset Magazine Spring Garden Show, Crystal Court South Coast Plaza, American Institute of Floral Design National Symposium, Feature Exhibits and the Flower / Garden Pavilion at the Los Angeles County Fair, Bellagio and Mandalay Bay in Las Vegas, Innovations, Disneyland's newest attraction in Tomorrowland and Venus Fort Shopping Mall in Tokyo, Japan. Tim Estes CFEE (Certified Festival & Event Executive), President of Fiesta Parade Floats, is a well -known name in the float building industry. With over 30 years experience building floats, Tim has assembled an extremely qualified and talented team in all areas of construction, design, engineering, animation, sculpturing and decoration. Tim designs the structural engineering of Fiesta's floats and oversees the development and implementation throughout the construction and sophisticated animation stages. Tim has overseen the construction of over 400 Rose Parade floats and countless number of floats in parades throughout the United States and Canada, including Fiesta's annual participation in the Hollywood Christmas Parade. Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats, is one of the keys to Fiesta's great success for over 35 years. In addition to detaining the selection and use of floral materials, Jim coordinates the construction and art departments with his artistic interpretation of the float designs. His creative work has appeared on more prize- winning floats than any other floral designer in the history of the Tournament of Roses Parade. He is greatly respected for his innovative contributions in float decoration and decoration materials. Jim is a charter member of the American Institute of Floral Design (AIFD) and the recipient of AIFD's 1998 Award of Distinguished Service to the Floral Industry. His design work is known throughout the world as he has won numerous world class floral design competitions held in the United States, Europe and Asia. He is a frequent guest speaker and judge at major floral seminars, exhibits and competitions. 0 0 Beverly Stansbury, Project Manager of Fiesta Parade Floats, is a second - generation float builder. She has been involved in the float industry and the Tournament of Roses Parade for over thirty years. Beverly's management positions have included that of art director, floral director, and decoration coordinator. Beverly is responsible for securing and the scheduling of our decoration crews. She acts as liaison between our clients and the Tournament of Roses Association and works directly with our flower brokers in ordering and purchasing all the floral materials used by Fiesta. Beverly organizes the riders, costuming and music for our floats in addition to special events and projects throughout the year. She coordinates Fiesta's media and press releases. Raul Rodriguez, Designer, is known throughout the world as the "premier designer of the Tournament of Roses Parade ". Raul has worked with Fiesta for over 30 years and his exceptional talent in creating beautiful float concepts continues to evolve to a higher level in design work due to his many years of experience, not only in the parade industry, but also in numerous related areas of art design. This includes marquee display in Las Vegas, Reno and Laughlin, Nevada. Raul's talents have been used in creating displays for Harley Davidson International, wine labels and restaurant interiors. Under Jim Hynd's floral direction and the artistic interpretation by the talented crew at Fiesta Parade Floats, the floats designed by Raul and created by Fiesta Parade Floats have won the most awards in the Rose Parade. This combined team has won well over 250 awards in the Pasadena Tournament of Roses Parade with twenty Sweepstakes Awards, including the past eleven years in a row! Fiesta Parade Floats has the highest prize - winning rate in the float industry in the last 14 years. This is an extremely important fact since a prize- winning float can receive 2 to 3 times the amount of media coverage over non - prize winning floats. 0 0 ■ Fiesta Parade Floats has won a higher percentage of awards in the last 15 consecutive years than any other float builder in the Rose Parade and this in itself generates additional media exposure for all of our clients. In the past 15 years Fiesta has averaged over a 67 percent prize winning rate, the highest in the float industry. ■ Fiesta Parade Floats has built and decorated twelve consecutive Rose Parade Sweepstakes Trophy winners - -- 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995 and 1994. ■ Fiesta Parade Floats reputation with the Tournament of Roses Association as a dependable float builder is highly respected. ■ The tradition of the Rose Parade and Fiesta's continued presentation of the most floral entries in the parade are synonymous. Floral use and presentation are the highest weighted criterion for all categories of judging and excellence of floral display is the hallmark of Fiesta Parade Floats. ■ Fiesta Parade Floats is comprised of the most qualified team in the float industry in all areas of construction, design, engineering, animation, sculpturing, decoration and floral technology. ■ Each and every float constructed and decorated by Fiesta Parade Floats has been completed prior to judging on December 31. This is per the rules of the Tournament of Roses Association. Fiesta Parade Floats is the only builder who has accomplished this every year for the past sixteen years. ■ Fiesta Parade Floats is considered to be the foremost leader in floral application and animation technology. ■ A full staff of internationally prestigious AIFD (American Institute of Floral Designers) floral designers is assigned to each float and works under the direction of Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats. In fact, Jim has been Floral Director for more prize winning floats than any other Floral Director in the entire history of the Rose Parade. ■ One of Fiesta Parade Floats main goals is to work together with each and every client and to help them achieve their full value of their advertising dollar prior to the day of the parade. ■ Experienced Float Supervisors are assigned to each float to direct and oversee the decoration crews. Fiesta's supervisors have an average of ten years of decoration experience and are highly regarded for their organizational skills, creativity and craftsmanship. ■ Fiesta Parade Floats can provide the entire decoration crew, work solely with your volunteer decoration crew, or combine the groups to augment the numbers needed to complete the float in an artistic and timely manner. ■ Because of Fiesta Parade Floats commitment and ability to work with their clients on an individual basis they are able to fulfill their clients' needs not only with their float entry but also in additional areas of special interest (additional parade and game tickets) and events (special previews and parties). S 9 0 •CITY OF NEWPORT BEAR CITY COUNCIL STAFF REPORT Agenda Item No. 34 (June 28, 2005) TO: HONORABLE MAYOR AND MEMBERS OF THE CITY FROM: Recreation & Senior Services Department Marie Knight, Director — 644 - 3157— mknightc(Y).city.newport -beach sJ*.) -'y iim SUBJECT: Centennial Contract Approvals: (1) Contract for The Beach Boys Performance at Centennial Opening Event (2) Professional Services Agreement with Fiesta Parade Floats for design and construction of the City of Newport Beach's 2006 Rose Parade Float RECOMMENDATION: Staff recommends the City Council approve the following Centennial related contracts: (1) Contract for Beach Boys Performance at Centennial Opening Event; (2) Professional Services Agreement with Fiesta parade floats for design and construction of the City of Newport Beach's 2006 Rose Parade Float DISCUSSION As the Centennial Steering Committee moves forward with the plans for the main activities and events, several contracts and agreements will be coming forward for the City Councils approval. (1) Contract for The Beach Boys Performance at Centennial Opening Event On Sunday, October 2, 2005 the Centennial opening event is scheduled from 11 am to 5pm at the Newport Dunes. The event entitled Let's Do Launch is a gigantic family picnic on the beach and will feature games and activities for all ages, with a children's stage, exhibit booths, food, and entertainment. The Headline act secured for the day is The Beach Boys. Gerald Ishibashi, with Stonebridge Productions, is a resident of Newport Beach and is volunteering his time and expertise in the entertainment industry to work with the events committee assisting with entertainment needs. Gerald also works with the Taste of Newport and the Hyatt Jazz Festival locally and is highly regarded for his professionalism and ability to produce high quality shows. We are fortunate to have Gerald working with the Centennial, and are appreciative that he has secured The Beach Boys for this event. Staff has worked with Gerald on the attached contract and performance rider for the Beach Boys in order to be sure that we are not making commitments through this contract that are not standard in the entertainment industry, nor are we committing to obligations we feel we may not be able to keep. Centeal Contract Approvals June 28, 2005 Page 2 The City Attorney's office has also worked with staff on this contract and the changes to it's language. Staff understands that the manner in which this contract is presented, with language crossed out and changed, is not consistent with what is customarily put forth to the City Council for approval. However, in working with Gerald, we have been assured that this is generally how entertainment contracts are handled. The attached contract and performance rider are standard for The Beach Boys and as the venue operator /purchaser, we are asked to make any necessary changes and submit the contract back to the Talent Agent for their approval. The majority of the changes we have proposed have been approved in advance by the Talent Agent, with the rest made due to their inapplicability to the venue. The performance fee for The Beach Boys is $50,000. Normally, their fee is $75,000 and higher, however, Gerald has a prior relationship with them and was able to negotiate this fee. The fee is due to be paid in two installments with the first due September 2, 2005 and the second prior to the performance. This fee does not include the productions costs associated with this performance and the various other entertainment at the event. It is estimated those fees will be approximately $15,000 - $20,000. These entertainment expenses are included in the overall Centennial Budget. (2) Professional Services Agreement with Fiesta Parade Floats As part of the planned Centennial Activities the Centennial Steering Committee has approved the application to the Tournament of Roses (ToR) for the City of Newport Beach to be represented with a float in the 2006 Parade. A sub - committee comprised of community volunteers and City staff, and after visiting several professional float designers and builders with past association with the ToR, has selected Fiesta Parade Floats as the Float designer and Builder. Fiesta Parade Floats is the leading award winning float - builder in the Tournament of Roses Parade with an impressive 67% prize winning rate averaged over the past fifteen years, the highest award winning rate in the Rose Parade industry. Fiesta has built TWELVE consecutive Sweepstakes Trophy winners in the Rose Parade including FTD / Florists' Transwortd Delivery float entries in 2004, 1996 and 1994, Rain Bird Sprinkler entries in 2005, 2003, 2002, 2001, 1999 and 1998, Target Stores in 2000, California State PTA in 1997, and the 1995 Countrywide Home Loans float. Fiesta Parade Floats reputation with the ToR as a dependable float builder is highly respected. Fiesta Parade Floats is considered the leader in both floral technology and floral application throughout the float and floral industries. Fiesta surpasses all other builders in the field of computerized and hydraulic animation. The committee has been working with Fiesta on concepts and designs for the Float and the Centennial Steering Committee selected a final design at their June meeting. On June 21, the color rendering of the final float design was unveiled to the public at press event. • Cent• ial Contract Approvals June 28, 2005 Page 3 Attached is the Professional Services Agreement for the Design and Construction of our entry into the 2006 ToR Parade. The PSA includes the scope of work for the design, and construction of the float as well as the volunteer oversight and operation of the float in the parade. The final cost of the float shall not exceed $220,000. Staff anticipates an additional $25,000 may be needed to cover the costs associated with the volunteer support needed for the float as well as the ancillary activities and events associated with our participation. The PSA call for a first deposit of $55,000 due upon execution of the agreement, with the remainder paid in three additional installments. As has been the Steering Committees intent all along, we will continue to seek private dollars for the funding of the float and on June 21 n received our first $25,000 donation. Prepared & Submitted by Ma'), k. Mari Knight, R rea on &Senior Services Director- Attachments: 1. The Beach Boys Contract 2. Addendum to The Beach Boys Contract 3. Rider 2005 4. PSA with Fiesta Parade Floats 5. Fiesta Parade Floats Bio 6. Sailing Through A Century Rose Parade Float Picture 0 Attach mart _'1. Farrell, Rick- 29794 -v1.1 AMERICAN FEDERATION OF MUSICIANS OF THE UNITED STATES AND CANADA (HEREIN CALLED THE FEDERATION) 1CM INTERNATIONAL CREATIVE MANAGEMENT, INC. TALENT AND LITERARY AGENCY 40 W $71h St 8942 Wilshire BNd. New York, NY 10019 Bevedy Hills, CA 80211 (212) 5565600 (310) 55D -4000 0 Whenever The Term 'THE LOCAL UNION' Is Used In This Contract, It Shall Mean The Local Union Of The Federation With Jurisdiction Over The Territory In Which The Engagement Covered By This Contract Is To Be Performed. THIS CONTRACT for the personal services of musicians on the engagement described below is made this 07th day of June 2005 between the undersigned purchaser of music (herein called 'Purchaser) and the undersigned musicians or musician. 1. Artist: Beach Boys (The) Deft Tlme LocaNOn Sun 02 -Oct -2005 03:30 PM Newport Dunes Resort & Marina / 1131 Beck Bay Drive, Newport Beach, CA 92660 Telephone: (949) 729 -2249 Shows per Night: 1 fit _AD vykvv' ",c1Ia 10 U�4D r � 2. Full Price Agreed Upon: Compensation Term: $50,000.00 Rat Guarantee. Scheduled Payment Scheduled Payment Amount Payment Due Date Guarantee $50,000.00 Upon Arrival of Client to Venue 02-Oct-2005 3. Deposits Schedule: Deposit Schedule All payments shall be paid by wife transfer, certified check, university check, money order, bank draft, or rash as follows: L $25,000.00 shall be paid by City of Newport Beach to and in the name of International Creative Management, Inc. (EIN: 13- 3187509) located at $942 Wiltshire Blvd., Beverly Hills, CA 90211: Paid by: Specific Date 02.8ep -mos In the form of: Non - Guarantee Check $25,000.00 BALANCE DUE PRIOR TO PERFORMANCE ON NIGHT OF ABOVE ENGAGEMENT OR ACT WILL NOT PERFORM. PURCHASER shall first apply any and all receipts derived from the entertainment presentation to the payments required hereunder: All payments shall be made In full without any deductions whatsoever. Overages, If any, shall be paid to the Artist at settlement on evening of performance, 4. Scale of Admissions: Performance: Sunday, 02-Oct-2005 -WA Page 1 of 4 TOTALS for 1 Performance: Total Gross Potential: $0.00 Total Net Potential: $0.00 0 f , �J L.1 0 • 0 FWA Rick - 29794 -VIA 5. Performance Details: Performance. Sunday, 02-00 -2006 BILLKNe: IW%Top Headline BUM and will Close Show Adv. Prodwilon Team: Gerald Ishftshl 714/639.1007 Show Begins: 03:30 PM Total Capacity: 6. Additional Clauses / Conditions: CLAUSES - ACT TO BE PAID PRIOR TO SHOW ON NIGHT OF ENGAGEMENT OR ACT WILL NOT PERFORM. SHOW IS RAIN OR SHINE. BUYER HEREBY AUTHORIZES ICM TO RELEASE TO ACT PRIOR TO PERFORMANCE ANY MONIES DEPOSITED BY BUYER INTO ICM'S TRUST ACCOUNT AS A GUARANTEED ADVANCE. TO ADVANCE SHOW, CALL RICK HUBER ® 4071292 -0499; FAX 407/292 -1193. FOR ADVERTISING MATERIALS CALL BILL YOUNG 0 BILL YOUNG PRODS: 2S1/240 -7400. PURCHASER TO PROVIDE & PAY FOR FIRST CLASS SOUND, UGI ITS , BACKLINE, GROUND TRANSPORTATION & CATERING. CASHIER'S CHECK TO BE MADE PAYABLE TO MELECO, LLC. SIGNED CONTRACTS & RIDERS MUST BE RETURNED TO ICM 30 DAYS PRIOR TO ENGAGEMENT. Additional Terms - Purchaser to provide and pay for First Class sound & flights, backline equipment and local ground transportation. Ticket prices are TBD. Purchaser requests Artist's participation at a meet and greet on -site for no more than 20 people, for approximately 20 minutes, time TBD. Rst VAPA �1 %A& 15Vnw 7. AF of M Considerations Number of Musicians: 8 Names of Local Union Union # All Musicians Bruce Johnston AF of M - Local 47 Chris Farmer John Cowsill Michael Kowalski Michael Love Randall Kirsch Scott Totten Tim Bonhomme AF of M - Local 47 AF of M - Local 47 AF of M - Local 47 AF of M - Local 47 AF of M - Local 47 AF of M - Local 47 AF of M - Local 47 SSN Corp Tax I.D. In witness whereof, the parties hereto have hereunto set their names and seals on the day and year first above written. Meleco, LLC f.s.o. Beach Boys (The) BY Beach Boys (The) c% ICM 8942 Wilshire Blvd. Beverly Hills, CA 90211 Tel: (310) 550.4000 City of Newport Beach BY 880395506 880395506 880395506 850395506 880395506 880395506 880395506 880395506 Mayor 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 StoFnebddge Productions Gerald Ishibashi P.O. Box 2362 Orange, CA 92669 Tel: 714 6391007 L. J All copies of this contract and attached riders are to be signed and returned AT ONCE to INTERNATIONAL CREATIVE MANAGEMENT, INC. as Agent for the Musicians. THE ABOVE SIGNATURES CONFIRM THAT THE PARTIES HAVE READ AND APPROVED EACH AND ALL OF THE "ADDITIONAL TERMS AND CONDITIONS" SET FORTH ATTACHED HERETO AND MADE PART HEREOF, AND OF ANY RIDER, EXPENSE SHEET OR ADDENDUM WHICH MAY BE ANNEXED HERETO. PLEASE SIGN EACH COPY OF THE CONTRACT INDIVIDUALLY © INTERNATIONAL CREATIVE MANAGEMENT, Inc. 2004 - 2005 Paget of 4 • FamU,R1dc- 29794 -v1.1 ADDITIONAL TERMS AND CONDITIONS 8. No performance shall be recorded, reproduced or transmitted from the place of performance, in any manner or by any means whatsoever, In the absence of a specific written agreement with the Federation relating to and permitting such recording, reproduction or transmission. 9. It is expressly understood by the Purchaser and the Musician(s) who are party to the contract that neither the Federation nor the Local Union are parties to this contract in any capacity except as expressly provided in 6 above and, therefore, that neither the Federation nor the Local Union shall be liable for the performance or any breach of the provision hereof. 10. A representative of the Local Union, or the Federation, shall have amass to the place of engagement covered by this contract for purposes of communicating with the Musician(s) performing the engagement and the Purchaser. 11. If Purchaser shall fail to perform any of Purchasers obligation hereunder, or 0 Purchaser shall, for any reason, elect to cancel the above - mentioned engagement, Musician or musician's agent may, at its option, elect to cancel this agreement upon notice to Purchaser at any time after such default, If cancellation is so elected, Musician, at its option, may elect to exercise all remedies then available at law, or retain and/or be paid as liquidated damages those monies required to be paid as deposit pursuant to paragraph 4 of this agreement. The parties to this agreement understand and agree that the foregoing liquidated damages provision is not a penalty and constitutes a fair and reasonable measure of the damages to be suffered by Musician, which would otherwise be difficult if not Impossible to ascertain. 12. Musician shaft have sole and exclusive control over the production, presentation, and performance of the engagement hereunder, including but not limited to, the details, means and method of the performances of the performing musicians hereunder, and Musician shall have the sole right, as Musician may see fit, to designate and change at any time the performing personnel. Musician's obligations hereunder are subject to detention or prevention by sickness, inability to perform, accident, means of transportation, an official or de facto state or war, Act of God, riots, strikes, labor difficulties, epidemics, any act or order of public authority or any other cause, similar or dissimilar, beyond Musician's control. 13. The person executing this agreement on Purchasers behalf warrants his authority to do so, and such a person hereby personally assumes liability for the payment of said price in full. 14. Purchaser aArees that the entertainment presentation will not be included in a subscription or other type of series without t a-written consent of Musician-.Free-admission, if any (except to local press), shall be subject to Musician's prior n the event that payment to Musician shall be b- as`ed tnwholea in art on receipts of the ed nce( eunder: (a) the scale of the ticket prices must be submitted to and approved by Musician in race s are ordered or placed on sale; (b) Purchaser agrees to deliver to Musician a certified stateme -grosm rpts, of each such peter o`rmance w two hours following such performance; and (c) MusU!ana!shgfve4heTighfTo have a representative present in the box office at all times an Such- reprees sentaffve shall have the right amine and make extracts from box office records of Purchaser relating to gross receipts of this engag e' m�mcrdy. 15. If before the date of any scheduled performance it is found the Purchaser has not performed fully its obligations under any other agreement with any party for another engagement or that the financial credit of the Purchaser has been impaired, Musician may cancel this agreement. In the event that Purchaser does not perform fully all of it's obligations herein, Musician shall have the option to perform or refuse to perform hereunder and in either event Purchaser shall be liable to Musician for damages in addition to the compensation provided herein. 18. Musician shall have the sole and exclusive right, but not the obligation, to sell souvenir programs and other souvenir items including phonograph records in connection with, and at, the performances) hereunder and the receipts therefrom shall belong exclusively to Musician. gA4Q1LSAsz,5 QJD1YO •jQm, \r. . ham? i?P-0V.\i'11dQ 17. This constitutes the sole, complete and binding agreement between the parties hereto. INTERNATIONAL CREATIVE MANAGEMENT, INC. acts only as agent for Musician and assumes no liability hereunder. 18. Resolutions of controversies or claims: Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be submitted to arbitration under one of the following procedures to be selected by the Purchaser at the time that this contract is signed, by placing his or her initials In the box adjacent to the procedure selected. In the event that neither box Is initialed, it will be presumed that the Purchaser has chosen the procedures set forth in &- A. (American Arbitration Association) Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award may be entered in any court having jurisdiction thereof. The cast of the arbitration proceeding, except those costs personalty incurred by the parties hereto for the presentation of their own case, shall be shared equally by the Purchaser and the Signatory Musician(s). B. (Local Union) Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by the Executive Board or any other body of the Local Union charged with the responsibility of settling such controversy or claim. All rulings and awards made by the Local Union in arbitration hereunder may be appealed to the International Executive Board of the Federation (herein called IEB) by any party who was a participant therein. Appeals from such proceedings shall be perfected In the manner provided by the Rules of Practice and Procedure of the IEB in Page of 4 L.. J P • • Ferrel, Rick- M794 -v1.1 effect at the time of such appeal. All rulings and awards made by the Local Union in arbitration which are not appealed to the IEB shall be final and binding upon the Purchaser and participating Musician(s) and all rulings and awards made by the IEB on appeal shall be final and binding upon the Purchaser and participating Musiclan(s). Any party to an arbitration proceeding before the Local Union or to an arbitration appeal to the IEB may bring an action to confirm or enforce a final determination and award of the Local Union or, if appealed, of the IEB in the courts of jurisdiction in which the office of the Local Union is located; and the Purchaser and participating Musician(s) agree to submit to the jurisdiction of such court or courts for that purpose. 19. If payments hereunder are to be made in the name of a payee other than INTERNATIONAL CREATIVE MANAGEMENT, INC., Purchaser will prepare all applicable Federal and State tax information returns including Federal form 1099 -MISC, Federal form W -2, or Federal form 1042s. Page of 4 • . Afime,lnrnent, 2- 0 October 2. 2005 performance at Newport Beach, California. 1. Artist must be present, willing and able to perform. In the event Musician is unable to perform because of acts or circumstances within Musician's control, Purchaser's obligations under this contract shall be cancelled, and any monies paid to Musician or Musician's representative shall be returned to Purchaser. 2. Purchaser and Musician agree that Purchaser retains the right to sell its own official licensed Newport Beach Centennial merchandise at the venue. 3. Musician warrants that it holds all necessary licenses to give public performances of all works it performs at the Engagement. In the event that any proceedings are brought against Purchaser for violation of the intellectual property rights of any third party as a result of the public performance of any works performed at the Engagement, Musician shall indemnify and hold Purchaser harmless. 4. Show length shall be approximately ninety (90) minutes. 5. Michael Love and Bruce Johnston shall be required to participate in the performance. In the event that either Michael Love or Bruce Johnston do not participate in the performance, Purchaser's obligations under the contract shall be cancelled, and any monies paid to Musician or Musician's representatives shall be returned to Purchaser. Meleco, LLc f.s.o. Beach Boys (The) City of Newport Beach BY BY Beach Boys (The) Mayor C/o ICM 3300 Newport Blvd. 8942 Wilshire Blvd. PO Box 1768 Beverly Hills, CA 90211 Newport Beach, CA 92658 Stonebridge Productions Gerald Ishibashi PO Box 2362 Orange, CA 92669 Tel: 714 639 1007 F: Iuserslsharedlcat lcathywolcottlBBaddendum.doc 0 0 0 0 qhAAA 11+6x e1h mom#- 3 2005 RIDER Revised 02109/05 TH�BEACH BOYS RIDER - NDEX PART I PAGE 1. PERMITS, APPLICABLE LAW, INSURANCE 1 -2 2. BILLING, ADVERTISING, PUBLICITY, PROMOTION, 2 -5 SUPPORT PERFORMERS, ANCILLARY RIGHTS 3. TICKETS 6 -7 4. CANCELLATION 7 S. SETTLEMENT 8 6. MERCHANDISING 9 7. SPONSORS AND COSPONSORS 10 8. PAYMENT 10 PART II 9. PRODUCTION ADVANCE 12 10. SOUND REQUIREMENTS 13 11. LIGHTING REQUIREMENTS 14 -15 12. BACKLINE REQUIREMENTS 15 -16 13. STAGE PROPS 16 14. CURTAINIBACKDROP 17 15. STAGE SPECIFICATIONS 17 16. RISERS 17 17. SOUND WINGS /SIDE PLATFORMS 18 18. LOADING DOCK 18 19. STAIRS 18 20. BARRICADE 18 nl 0 INDEX. (CONT'D) • PAGE 18 18 -19 20 21 21 21 21 21 22 22 22 22 -23 23 24 24 25 25 25 26 III PART 11 21. HOUSE MIXING RISERISPOT TOWER 22. CREW CALLS /MANPOWER 23. POWERIGENERATORS 24. SPOTLIGHTS 25. HOUSE LIGHTS 26. WORK LIGHTS 27. SCOREBOARD 28. STORAGE SPACE 29. TRAFFIC �30. PERMITS /BONDS 31. PARKING 32. TRANSPORTATION 33. SECURITY 34. SAFETY 35. PASSES 36. GUESTS 37. PHOTOGRAPHY /RECORDING 38. PRODUCTION OFFICE 39. RUNNER PAGE 18 18 -19 20 21 21 21 21 21 22 22 22 22 -23 23 24 24 25 25 25 26 III 0 INDEX. (CONT'D) • PART II PAGE 40. TOWELS 26 41. BACKSTAGE ACCOMMODATIONS 26 42. CATERING 28 -34 43. NONADHERANCE 35 44. MUTUAL WRITTEN CHANGES 35 45. ADDITIONAL TERMS 35 46. RESPONSIBILITY 35 47. LOCAL ADS 35 9 0 IV • • RIDER TO AGREEMENT DATED JUNE 2005 BETWEEN M.E.L.E.CO. LLC (HEREINAFTER REFERRED TO AS 'M.E.L.E.CO :'), F /S /O THE BEACH BOYS (HEREINAFTER REFERRED TO AS "ARTIST') AND CITY OF NEPORT BEACH (HEREINAFTER REFERRED TO AS "PURCHASER'). The following provisions shall be deemed incorporated in and part of the Agreement for the engagement of THE BEACH BOYS at NEWPORT DUNES RESORT on OCTOBER 2, 2005. In the event of any inconsistency between the provisions of the Rider and the provisions of the Agreement to which this is a rider, the provisions of the Rider shall control. 1, PERMITS, APPLICABLE LAW, INSURANCE A. Permits, Licenses, Certificates PURCHASER, at the PURCHASER's cost, shall obtain all licenses, permits, certificates, authorizations, or other approvals required to be obtained from any Union, Guild, public authority, performing rights society or other entity properly having jurisdiction over or with respect to the engagement. PURCHASER shall comply with and completely and satisfactorily fulfill all terms, conditions and covenants set forth therein. If PURCHASER shall for any reason fail to obtain the same not later than thirty (30) days prior to the engagement or default with respect to any such term, condition or covenant, M.E.L.E.CO. may terminate this Agreement and all of the PURCHASER's rights hereunder without liability of any kind to M.E.L.E.CO.. Any and all liability rising out of or in connection with the failure of the PURCHASER to perform it's obligations hereunder shall be solely the responsibility of PURCHASER and PURCHASER shall hold M.E.L.E.CO. and any party claiming an interest through M.E.L.E.CO. wholly harmless therefrom. B. Construction, Applicable Law (1) This Agreement constitutes the parties' entire understanding and shall not be abrogated or modified, except in writing, signed by the party sought to be charged. (2) This agreement shall be construed in accordance with the laws of the State of California applicable to agreements entered into and wholly to be performed therein. (3) If PURCHASER shall in any manner attempt to vary any term set forth herein, the same shall be deemed to constitute a counter offer not binding upon M.E.L.E.CO.. Purchaser's Initials (4) This Agreement shall not be binding upon M.E.L.E.CO. until executed by an officer of M.E.L.E.CO.. (3) (S) le 7h&. echo /ns ;n�pOa ands46 au�RC ftC//On head�n9s ar® t 9atnst . H,q$ orq agperatiOn Of s tom agree to �d the\ m pr tt�e nn enone pURenpro °any S °bJto li�iti M,E� allabon, omployme� Rsh�/eo'bY�F Haag 8fnsur t btrtd Ca Gp or peratio tns mai L nCe a� o)I use its y Han re nta; F.Cp of (2)y® ECp warfiorbHOpR$ °rn to ��e - eff andve sw, ° to the�e to eq nst Fi ;; t e oft/te gN, QdV he pji, &Oft of1nsorin nt The Ot49uipme �RYR/ yT$ /AtC p�e t%1 0 Owes a d ER A. Rjt /Ing /C /Ty pRO tetYreapo is 7 tti Mp�O a Toro c2k gRT/ST disp /a. sv p�at1 refetve Off' pFRFC AdV °grans s% (1) 111179 mar9a ea�d s An 100. tb ad ertrs n9xCeptton any and a/ Other aavtype;n afi posterns 179 orbs jt Raaf p /dies f mis ng anerti8 ftyJn9 Cl 'flyers p`Omotl O, T% °rmatte dpubil( w ets c� hat strokers na /th' �%t) orNRadio St °ratan aps, vi or Cola' de0a/s na /, inCl 8wspa attons (2) the w sOrs drink ,. • keke Udin per, Ora no fo pUR °rd "O ' sun9las coo"Ie "ha/ns g but 170 ny f rTn O f (leaf] CHASE �� /FSw / ses. si s ,glass balloOnst ttnl /tea rrn of p�eai, pVR eta, ne R shad/ n COnly 9n8 . tic es, Cn . /n# to' pro ntec CHASE e � t t po tam ate Aroyt; °n wth s'QR , arcl, o /sw a rah p r R rs, hOSeprovtd dbyo o "I y4. FL F, s name or hay pOrchaser's 11114718 F�•FCO ICS Co / for USG OF ads No Here d by aaV emain9 or promotion 0, the 01798 po �s yftej" dltijE 011 vo tl on broad /l 'zoo s a aUW64 ii p ac � ' 9/ , e fo k Fovat th, pub/ici Eq shap ed by pU9 the t'. Lp co i rndepenae act /,;�, not sch RUHAS es and costs (4) re�$o ntcontras o �9 town oY ervi hhol4t (S} eas un/e�x office to L F cp "ST oppe4 bout an Upon the con an. ina can J and rl? P /ete se!l �� rs a corn related suih (6) upon 9a2/nes i.e Vii., itm '%tesoxopi spaper n ad bo e auocated�ance se and Pew ��'�►nea (,} A s, - as /ars f —a ocoo �Y }___ rma s� na17 u ar. questions the "e9ardin9 adze n of conce+t Sa a OWill cost, p Press "4841 Uf being 8 /"Noose shou /d be directed to th (8 P7?ti ic 2t5 Jay e fo /lo ) Radio ?p cOn� a s. o„Jones and V. Ji minry� (A ) Radi "Pots theeJia Croce rtn an Spots r� er The p rin (8 be app °�ea gS8R ma } Z.. V. Spots bY�E� 'co. ce his own" For info aaro rmat/on re9ardin is W eel b� th spot�o spot Anv Fll/ot tort j 9 exrstin "s. pu "ch per o Shotoota9e sent M E L G�)deo f oofa9e for 7-. V S d to pots aser s initia Js here nss at a cost of, w be t ha Sep contact �� to e pU r,7 kAS AN (C) as e S ha ub! /ci a (S) Cie ,city C. D. W key outlets ►n u 0".the ssoffice. this The Press Off ice Tess k+t trom IGi�A, w ER may receive an Und material PURCIA as back9 referred to: (2) contractldocument, should be nests v interview reQ (3) All radio, Print, and the ssoffic.0 -m The Press office ded, Pet'need basis, and Press materials may be aVaable on a iim (`I) may include: * Biography h • clippn gs y g X 10 glossy Photo Ble& and white • color transparency *Video footage must be approved by M.E.L.E.CO= s Radio Promotions and Media. stations and pr om °lions pil presenting or more information call: consultants. Office , •the ssoffice.com The Press O E. (1) of any pant vaithout PUktCHASER shall not emP ° a LPedom►er" be withheld for ..,,su-orior�iri e—n-co �� which may announcer, en consen ri hls of an' rant to P 9 or biographic" SE l materi I o! Ancillary R19h ed to grant or E.L.E C ' a twined herein is intend et{orm or of M. nothing rAn name , "Keness, p ®ndent contract ect to the a ent or irrdeP or with re spy employee, R is expressly prohibited ARTIST, by PURCHASE use thereof Purchasers initials Here e(s) shall have (2) M.E.L ,E.Cp, and NLE- L,E -CO. designee(s) or Ncense excyus. Of G ht clathfna�r"Bnt and advertise pomote retain forJewel etsewhe disse refrain the is °rn'he(ecordings or oth uvenir prr and sett in (3) ►mm q or s m acc°unt(s) all proceeds thereof t, d ' a t�Et floors ea Sage °°ncession sh Place of a- No rrOUndIng the $ all be visible fr plastic clips o gem t. wns may be g� r from the °m the stage —�1 er ge----- ted.�'�T_tti_ "'r°xt ,i gh the audience doting the $ s they tssiansustsea (¢)au RGHASgy uncle Perfo►m at ms sha11 be t q b { °$or visual co irstands and agree, Y ti sRTIS , If ritten autho show to Corn sat ii sent directl ,t copies rnaY be nation ,s given ads without g' tST $5 mrta Ion, the managernegive , PURG ASPnorWR�E CD.I n to the H an 'video tdp`rorrnance o °ffice. No poduoction ma aR�grees to ProvC dear othe AR►►S n of the g at the permit the Sid device b o h e, or may �, or acfiv;tY of engage Perfg such ri me °r auth enaise b Produced ARTjST m °'0 1", PUt3CAhS�or itself and orize others to URGHASER a tOgraPhica ay reco for such R shall c t Jicensee do 5O M, and pURG ' or by an. M.E. pulse °OPerale. (s) and a L.E G IIASE 81 mavm� access t ahe with, (imider anY ass (s 'a a ponrequest sly re en en aftally authorebout the pia ag ®h�rent and a�orginag the de , comptt. cent with ,zed by M.E. Ce °f me a 5the right of designee S L. notices t with than Y sound, filmGps sb�gmenf Nfr�g and uninhib Peen co-n engage s a st alien Y'd Sp P RGHAS ReW c or Mechanism access to the d Sion tot n 80 he device@ halt to an t reJrvt 9 a°t the ent a�S po lit in large le o insure 'one he p the tteri televis- ent' incluhnh would gnab e rng or h Ctf' SeR -the of all on and g g. but not 1( the film n g with), his light to refuse ofhery,,tse radio lie mite g or or (5 }v sURCHAS networks Whether to, representataoral r of aR r control any si If wal c ,es of u erstands and wording or tiin,v+n� anif�caem °n of the g c°pies "t n to authO"ZOon�W are mad reel to corn e g f or lie s Programs from rs with P nsate ms ar Perforrmar,ce prST These�iven, pURCHout prior WRI artist $50g �� K I erectly to ►lianas may be ro. agrees to Pro EN . ks tats if audio or M ULl t���`anN)414. urn office ded to the prod peon ml0 orS a, (ST. Pur erS 'P' LA t t y_,H t �t nags at Chas t _V nitiats tiers W0 Ftati,crde. 4rPIVOIf 3. rt KErs A. 40 tilled oASeR to Provide management with cant �fier shall be no its as needed• we act Warne maximum . comptirnenta and telephone nc membe -five (25 u u !y ("comps.) to the rs °f the press ) OOmP treks Ps) °r discount tickets exc 1 M.E,L iECO Als a num is that y be ,_�s iscOunt tfcPre3g a c LO rnP ncke scshtnb��e° to accre P" tickets held tickets must be a "har the sh °c v ; f so r ould be held for om kets A�1•I L,E.CO. re IckeL p equesteq (see belo Fifty (50) Co Presentat- s a e3es will not be honor (1) Fi mp tickets PER SHO as follows: (2) One-hundred for be dreg (100 » arenas with a c between 6,000 and 12, Pb tickets PER SHOW of 6,00( (3) One 2,999. HOW for arenas with a Capaci 13,004 ordmo fifty . (150) NComP tickets PER SHOW 8, No discrimination W for for r arenas with a ca be permitted or acrtho reason of race, religion P admission to, seating or ac bonPURCHASER in co age or country o f nation C. modations at the ction with the al origir - PURCHASER shall sale of all outlets` -�� Place all tickets engagement, ticks bad checks PaPerov in- advance b on sale at the sa same.shap -be he sole rrsk.and 1, �E.L.E.CO. a ❑d a e time and on t »o I:IiA hv..� _ _ A E. F. No f - "" ► tsT - "'� ser, No loss or °unterfeit tickets allure b or M.E•L.E.CO, direct ckets Provision y such concert hall y ° •ndirectlyense arising ft Provisions shall relieve p .4 are proprietor forth in this agreement, URCHASER of PURC (s) to comply with Withdrawal ASER s obligations the foregoing the terms and allocation of c to M.E. L.E.00. s ms and conditions s °mPlcmenta Ali- tickets .t et forth in this Rider. tickets and press tickets shall be o M.E,L,E C0 Pt orhheld from public my upon sush.tickethaylfhe c sale shall contrru,,... _ °mmPr, be • „ "ues / ICM New 40 West57'h street EL. York, NY 10019 FAX: (12) 556-6847 - ►►srs agent Mike Labonte TEL: (858 576_ FAX: (858) 576.0263 Cel Purchas 1• (775) 846 -3635 er s Initials Here as foilour&•garding G. Ticket refunds of ny kind, for any reason shall be at PURCHASER's expense, unless otherwise agreed upon in writing by M.E.L.E.CO. to H. Obstructed View Seating/Withheld Tickets: In some cases, seats will be pulled prior to date to ensure full sight lines for all full - priced seats. At the time set -up is completed, some of these tickets may be released at Ma price or obstructed -view price. This is to be determined by ARTIST's Production Manager on the day of the show. I• No press passes shall be issued, and representation of the press, radio and television (especially photographers) shall only be admitted to the place of engagement If they have proper tickets. All such tickets, unless purchased through normal box office channels, shall be controlled by M.E.L.E.CO.'s representative. J. The first twenty (20) rows of seats MUST BE SOLD TO THE PUBLIC, with the exception of sponsorship requirements. K. If the performance is to be held outdoors, and in the event of inclement weather, PURCHASER agrees provisions are to be made for the proper grounding of electrical equipment and instruments so as not to constitute a danger or hazard to the Group's members. If PURCHASER shall, because of inclement weather, determine not to Present the show or concert (or if there are two (2) performances, not to present either or both performances), ARTIST shall, nevertheless be paid the full contract price Provided for in this contract. It is specifically understood and agreed that PURCHASER's obligations hereunder to pay ARTIST shall not be modified, effected, curtailed or diminished because of rain or other adverse weather conditions. Ticket refunds due to weather will be the responsibility of the PURCHASER. All stages shall have a roof and tarps covering materials for protection against inclement weather (full width of stage and slope to rear). Also house and monitor mix positions as well as guitar tuning stations must be covered and protected against inclement weather (see Production Rider). 4.. -CANCpi i erin.l ARTIST may cancel and notice Purchaser's Initials Here SETT --_ ENT iJ A. completed, aerate and detailed written final statAnt of account with respect all ' et:, together with payment in cash of any percentages shall be submitted M.E.L. .Co.'s representative not later than one and one -half (1 1/2) hours a rF show begins. The balance of any guarantee is to be paid in the form of a cashie check to IVIML.E.0 's representative by 12:00 Noon on the day of performance B. On percentage da`t s, no deduction of expenses shall be made fro .the gross unless PURCHASER shall ity and present to M.E.L.E.CO. a bonafi signed bill or statement from the com ny, person, organization, etc. prove i g the service in question, and said bill or tement is approved by a repres tative of M.E.L.E.CO.. M.E.L.E.CO. has.the right to dit books and box office9 PURCHASER within ninety (90) days of engagement. Nofifteqtion will be in the forth of a certified letter. C. M.E.L.E.CO. shall have the urstrict-K right to employees to enter the box office at any ' e examine and extract PURCHASER's box o ae PURCHASER with it's obligation set fortt m Me on hand at the engagement, for accognting ved representative, all unsold tickets. .M.L.E.CO. �Idsignate one (1) or more of its unng or after the engagement; to records in order to verify compliance by Agreement. PURCHASER shall have which there is not an unsold ticket on hand minus the on the settlement date. by a M.E.L.E.CO. compensated for all seats for tipulated complimentary tickets D. If the gross potential is less than as set forth on the face of this\Ag is a sell -out, ARTIST >,Oercentage compensation is to be computt potential set forth on the face of this Agreement. E. If the gross pote" ntial is more than as set forth on the face of this A over the stated net gross potential are to be paid in full to ARTIST. ement and the date on the gross all monies* F. A 5poy of the original ticket manifest is required to be sent no later than two (2) prior to the performance to: Terry Rhodes / ICM Elliott Lott/ M.E.L.E.CO. 40 West 57th Street 4475 Philbrook Square New York, NY 10019 San Diego, CA 92130 TEL: (212) 556 -5600 TEL: (858- 793 -4141) FAX: (212) 556 -6847 FAX: (858 - 793 -4145) G. T- he-original- ticket- manifest- must -be- presented- to-an- authorized- M:E.L." —O. - representative-eight -(8)- hours - prior- toshowtime. Purchaser's Initials 6. MERCHANDISING A. PURCHASER agrees that M.E.LE.CO. will sell goods, including, but not limited to: T- shirts, wearing apparel, posters, stickers, jewelry, and programsrPURCHASER- agrees that- tie- will-receive -na percentage- ofany- monies - received- by- M.E.LE.CO.-from- the -sale - of- sueh- merehandise. PURCHASER agrees that the merchandising representative of M.E.L.E.CO. shall have access to any hall facilities and any and all areas adjacent to the facility he /she may require, as related to merchandise. PURCHASER is required by M.E.LE.CO. to make his best effort to negotiate a 75/25 split with the concessionaire at the venue. Sony Signatures reserves the exclusive right to finalize all merchandising contracts. B. PURCHASER agrees to contact: Cad Gibbs Music City Merchandise 2913 Berry Hill Dr Nashville, TN 37204 Tel: (615)383 -5653 Fax: (615)383 -6564 Mobil: (615)456 -2962 manotswaq@aol.com at least two (2) weeks in advance of proposed engagement to arrange facility for merchandising. C. ARTIST shall have right to utilize his own vendors (to the exclusion of any and all. vendors). D. No other form of merchandise or novelties, including, without limitation, any licensed products, will be s— olcl during before or afterthe-conc un ess as agreed upon, in writing;-by M.-.L.E��. two (2) weeks pno- the concert date. [`liiml R -i Q81Si A/� `LsCh1 Ti[�J N i N1� rivaww o r* :\" W `AVQ E. PURCHASER agrees to provide four (4) security personnel, at the building's expense, to police the outside and inside of the facility, including the parking facilities, for the purpose of preventing the sale of unauthorized merchandise. F. PURCHASER shall, if the applicable laws permit, at the request of the ARTIST or his representative, file criminal charges on ARTIST's behalf against any person or firm selling unauthorized merchandise. Purchaser's Initials Her ONs�n� dhout tne„ ;S Az1U CO_ or cosPonsars �. •, resents that no sP °nnvoived Wirth A S or around sa'd d rep etc. ) will be s, etc. snag P ced USER warrants an bons, marquee ..,raa. or radlo s� na. bannem'_ �f ARllsy m --+ t v+•• -, ilia. l In additiron, whhout w amen I performance i 7>� CHASER shaft agfge to the show, PUR annex pURCI„lp,SF-FI a d utnderstand arded by tt" acknowledg Management es ff M� afk bpUR HASER hereby five acknowledg b International Crea to b Pard hereund ® ent. gER hereby osits and b deposits a manag 'n t1y {ocwarded Y pURCHA such deP i Creative ramp l to a CN . V S shalt hold ld be made in ih lnternatio de o$itsahLLC flslo TH njent sh to ARTiSTs tour at all such E L e.0 L1•C ftslo tHE grVee tha O PLC and given Irectiy to Mthat tA. L'O'CO• or them• E.0 R a reel PURCHable to M.E•i -• `nd f responsible t k made Pay 'olety coon 5, Letter A. form of a Cashier s ehSe representative as P 0 0 Dear Purchaser: 0 The attached is a copy of the Production Rider for your upcoming concert with THE BEACH BOYS. Enclosed you will find all points regarding THE BEACH BOYS' show in the way it is presented from set -up to tear down. In a case where there are outstanding problems which require an advance production meeting, please advise us as soon as you receive this Rider. Any questions regarding production, catering, or technical items should be directed to Rick Huber, Production Manager. Sincerely; M.E.L.E.CO. Rick Huber Production Manager TEL: 407 - 292 -0499 FAX: 407- 292 -1193 CELL: 775 - 846 -0125 dckhuber@mindsr)(inci.com 0 11 0 0 9. PRODUCTION ADVANCE Ah A. You will be contacted by telephone prior to your date to confirm all points of this Rider by a representative of M.E.L.E.CO.. If there are any changes to this Rider on your behalf, they must be submitted, in writing, no less than four (4) weeks prior to the show, to: Elliott Lott / M.E.L.E.CO. 475 Philbrook Square San Diego, CA 92130 Tel: 858- 793 -4141 Fax: 858 - 793 -4145 Cell: 775 -846 -4393 Rick Huber 831 Palm Cove Dr. Orlando. FL 32835 Tel: 407 - 292 -0499 Fax: 407 -292 -1193 Cell: (775) 846 -0125 rickhuber@ mindspring.com B. The PURCHASER will furnish for this engagement, at his own expense, all equipment, personnel, services and other items necessary for the presentation of the ARTIST's production, including, but not limited to, the following: It is of the upmost importance that all production be of the highest quality! In the case of an outdoor show, all staging, scaffolding, loading docks, spotlight towers, band risers, stage covering (including carpets and sound wing scrims), barricades, etc., are a cost of the PURCHASER. Stage must be provided by a reputable staging company, experienced in providing outdoor stages for full production "rock and roll° type. concerts with SOUND and LIGHTS. PURCHASER must be in immediate contact with ARTIST's production manager, and all staging must meet with his approval. Home -made or city-made scenarios are not acceptable. Staging contractor must provide certified engineering documents, stating load bearing and stress capacities prior to arrangement of any rigging call and load -in. Staging company will provide ARTIST's production manager, lighting company, sound company and rigger with a blueprint of the roof structure indicating load ratings and load bearing points upon request. It is imperative that ARTIST fly all sound, lights, and backdrops whenever possible. Please notify M.E.LE.CO. immediately if there will be any problems whatsoever with flying equipment in your building. 12 Purchaser's Initials Here is 0 10. SOUND REQUIREMENTS A. FRONT -OF- HOUSE: PURCHASER shall provide a stereo LINE ARRAY (V -DOSC, VERTEC, EAW, EV) house sound system capable of producing 110 -116 dB of clear, un- distorted sound level within the frequency range of 40Hz - 15kHz throughout the entire audience area. The house drive system including crossovers, 1/3 octave equalizers and system limiters must be accessible at the front -of -house mix position. A quality two -way head -set communications system shall be provided between the on -stage monitor mix position and the front -of -house mixing position WITH BEACON LIGHTS AT BOTH ENDS. REGARDLESS OF HOW MANY TICKETS ARE SOLD, THE SOUND SYSTEM MUST BE LARGE ENOUGH TO COVER THE ENTIRE VENUE. NONE OF THE AUDIO EQUIPMENT LISTED BELOW SHALL BE SHARED WITH ANY SUPPORT ACTS. THE FRONT -OF HOUSE SOUND SYSTEM SHALL INCLUDE THE FOLLOWING: 1 MIDAS H -3000 /2000, XL4, YAMAHA PM -5D, PM -5000 / PM -4000 MIXING CONSOLE 1 T.C. 2290 OR D -2 DELAY 1 T.C. M5000 / LEXICON 480 (DUAL MACHINE) 1 EVENTIDE H -3000 / DSP4000 HARMINIZER 2 YAMAHA SPX -990 / T.C. M3000/2000 / PCM 81/91 REVERB UNITS 8 DRAWMER DS -201 / BSS / DBX NOISE GATES 12 dbx 160a / BSS/ DRAWMER COMPRESSOR/LIMITER UNITS 4 SUMMIT / AVALON / DBX TUBE LEVELING COMPRESSORS 1 REAL TIME ANALIZER with calibrated microphone 1 CD BURNER 1 COMPACT DISC PLAYER 1 PAIR QUALITY HEADPHONES Purchaser's Initials Here 13 0 0 B. ON -STAGE MONITORS THE ON -STAGE MONITOR SYSTEM SHALL INCLUDE THE 0 FOLLOWING: 1 YAMAHA PM -5D, PM- 5000M/4000M, DIGiCo D5, MIDAS H3000, XL4, XL250 NO RAMSA OR CREST 10 1/3 OCTAVE EQUALIZERS 10 BI -AMP MONITOR MIXES OF IDENTICAL DESIGN 12 MONITOR WEDGES with (1) 12" DRIVER and (1) 2" HORN in each 2 QUALITY HAND -HELD UHF WIRELESS MICS WITH SM58 / BETA -58A CAPSUALS DI'S AND MICROPHONES AS LISTED ON THE INPUT LIST THE FOLLOWING ARE ONLY NEEDED WHEN A DIGITAL CONSOLE IS NOT AVAILABLE . 3 YAMAHA SPX -990 / 900, T.C. M3000 /2000 DIGITAL REVERB UNITS 8 dbx / BSS / DRAWMER COMPRESSOR / LIMITER UNITS 2 DBX / BSS / DRAWMER NOISE GATES IF YOU FORSEE ANY PROBLEM MEETING THESE REQUIREMENTS OR NEED TO MAKE ANY SUBSTITUTIONS OF ANY EQUIPMENT, YOU MUST GET APPROVAL FROM THE BEACH BOYS PRODUCTION. PLEASE NOTIFY Michael Swift, FOR ENGINEER, 484 - 467 -9677 OF ANY CHANGES YOU WANT TO MAKE, C. At outdoor "Festival" type shows, or shows with multiple opening acts, the PURCHASER will provide said opening acts with a separate on stage monitor system, front of house mixing board and equipment, and sufficient technical staff to install and operate such equipment. Purchaser's Initials Here 14 11. WGHTING REQUIREMENTS NEW FOR 200 'HE'-FOLLOWING IS A LIST OF EQUIPMENT THAT IS REQUIRED FOR THE BOYS SFIOW. SUBSTITUTIONS NEED TO BE APPROVED BY THE LD. 2 40' PRE -RI GED TRUSSES WITH SIXTY (60) PAR 64'S IN EACH. LAMPS PLOT 1 W HOLE HOG ITH WING 12 SOURCE FOUR L KO'S, 26° 7 PAR 64 ACL BARS, LAMPED 3 8 LIGHTS, PAR 36 1 40' SCENIC TRUSS FO CURTAIN, UPSTAGE 1 40'X 25' BLACK CURTAI 16 MOVING LIGHTS, 8 MARTIN 2K PROFILES, 8 MA 2K WASH 1 DF 50 HAZER WITH FANS, i1� HAZERS WHE UT SIDE 3 F.O.H FOLLOW SPOTS WITH Sb EF COMMUNICATION SYSTEM. THE 5P IN EXCELLENT WORKING CONDITK 5 STATIONS OF CLEAR COM- STAGE, ALL NECESSARY RIGGING — INCLUDING.A ALL NECESSARY HARDWARE — DIMMING. THE LD WILL NEED TWO OPERATORS MUST BE E THE FOLLOWING IS A LISTED ON VCED OPERATORS AND BE 1200 WATT ARC LAMP AT MINIMUM, fQH, SPOTS W042) CABLE PICKS CABLING. AND COLOR FOCUS ANDN SOBER,AND OF COLOR; . SPOT L 119 "DARK BLU� R 22 "DEEP A� ER" R27 "MEDIUM RED" R 56 " G SY LAVENDER" L 128 RIGHT PINK" L 181 "CONGO BLUE" L 1,W " COSMETIC ROUGE" 76 "LOVING AMBER" TECH FOR SHOW CALL. . THE SPOT 1NDERSTAND ENGLISH. FRAME 1 - R 3311 FRAME 2 - L 151 FRAME 3 — R356 FRAME 4 — R16 FRAME 5 —R318 FRAME 6 — L 176 1zt6% fIbr1 -fl m6; h,am "' /a MINUS GREEN/ 1/a CTO "MIDDLE VENDER" "LIGHT AM R" "MAYAN SU "LOVING AMB " IF YOU HAVE ANY QUESTIONS OR NEED TO MAKE CHANGES PLEASE FEEL FREE TO CALL DANIEL O'BRIEN AT 310- 936 -7318 THANK YOU *urchaser's Initials Here 15 12. BACKLINE REQUIRE &TS 0 PURCHASER shall provide the following: NONE OF THE BACKLINE EQUIPMENT LISTED BELOW SHALL BE SHARED WITH ANY* SUPPORT ACTS. RENTAL TECH MUST STAY AT VENUE THROUGH SHOW A. GUITARS 1 GALLIEN- KRUGER 800 RB BASS AMP 2 SW R GOLIATH III 4X10 SPEAKER CABINETS (W 20' SPEAKER CABLE) 2 FENDER DELUXE REVERB AMPS 2 MATCHLESS CHEIFTON 1 X 12 COMBO AMPS OR MESA BOOGIE MK -III / MK -IV GUITAR COMBO AMPS 6 GUITAR STANDS 1 FENDER STRATOCASTER GUITAR AND STRAP 1 FENDER PRECESSION BASS GUITAR AND STRAP 1 TAKAMINE OR TAYLOR ELECTRO ACCOUSTIC GUITAR AND STRAP B. KEYBOARDS 1 ROLAND RD -700 ELECTRIC PIANO 2 KORG 01 W /FD SYNTHESIZER (DISC DRIVE MUST WORK) 1 KORG TRITON EXTREME PRO 76 or X 88 NOTE(MOSS CARD AND 64 MEG MEMORY, PCM -02, PCM -07 EXPANSION CARDS) 1 HAMMOND XK -2 or X13-2 W/ HAMMOND EXP -100A VOLUME PEDAL 1 LESLIE 122 OR 147 SPEAKER W/ SPEED FOOTSWITCH & PREAMP 5 ULTIMATE SUPPORT APEX STAND 3 PIANO STYLE KEYBOARD SUSTAIN PEDALS C. DRUMS 1 DRUM SET (DW) consisting of: KICK: KICK PEDAL SNARE: TOMS: HI -HAT: CYMBALS: STANDS: DRUM SEAT: HEADS: STICKS: PLEXIGLASS: DRUM RUG: 1 - 22" with Pin- Stripe heads 2 DW SINGLE BEATER PEDALS 2 - 14" with coated Ambassador top head and clear bottom head 12 ", 14" mounted on separate stands with Pin- stripe top heads and clear bottoms. 14" SABIAN 1 - 20" Ride, 2 -18" Crash, 1 -16" Crash, 1 - 12" Splash 6 - boom stands for cymbals, 1 — Hi -Hat stand 2, One ROUND with a back, Non Hydraulic (NO BICYCLE SEATS) As specified above with spares 2 Pair PROMARK 747 HICKORY WOOD TIP, NO OAK Plexiglas baffle to shield on three sides Backline provider must bring a drum rug Purchaser's Initials Here 0 16 0 • D. PERCUSSION 4 DOUBLE ROW HAND HELD TAMBOURINES 1 29" TYMPANI W/ MALLETTS 1 SLEIGH BELL WAND 1 QUINTA AND CONGA SET WITH STAND E. MISCELLANEOUS 20 25' GUITAR CABLES 10 10' GUITAR CABLES Support acts shall not use any band instruments or equipment provided by ARTIST. Any rental band equipment provided for the use of ARTIST shall be separate from any rental band equipment provided for support acts. 13. STAGE PROPS In order to provide a Beach Atmosphere please provide the following. A. TEN (10) Six to Eight foot tall potted palm trees. EIGHT (8) Three to Four foot tall potted palm or other tropical plants. B. If the show is to be a "CHRISTMAS SHOW ", PURCHASER is to provide a snow effect That will appear to cover the entire stage. B. PURCHASER is encouraged to provide surfboards or other props to further enhance the Beach atmosphere. D. A 15'x 10' UNITED STATES FLAG SHOULD BE HUNG ON A KABUKI DROP, OFF THE UPSTAGE TRUSS AND DROPED IN DURRING "SURFING USA' 14. CURTAIN /BACKDROP ARTIST may employ a curtain and /or a backdrop. If there are any building, city, or fire restrictions that would prevent the hanging of a curtain or backdrop, the purchaser must notify M.E.L.E.CO. four (4) weeks prior to the performance. This curtain will restrict rear -seat Viewing. 15. STAGE SPECIFICATIONS A. INDOOR VENUE: B. OUTDOOR VENUE: Ourchaser's Initials 60' WIDE X 44' DEEP X 5' HIGH 60LWIDE-X- 4"EEP X-"IGH 431x* V(7 OM kla) > trckotl artist 17 C. FESTIVALS & 10LTIPLE ACTS: D. HOTEL BALLROOMS: 60' WIDE X* DEEP X 5' HIGH 40' WIDE X 32' DEEP X 36" HIGH f.J The stage must be capable of supporting 125 lbs. per sq. ft. The surface must be smooth, level and free of weak spots, gaps, holes and protrusions. MARLEY OR CARPETING MUST COVER ALL STAGES WITH ROUGH SURFACES. At an indoor venue, at least six (6) feet of clearance must be left on all sides of the stage and side platforms. If this requires moving hockey dashers or other obstacles to conform to fire laws, then it must be done prior to ARTIST's load -in stage call. The front of the stage must have a solid face, which will prevent any passage under the front of the stage. Slack masking must be provided for the front of the stage and barricade. OUTDOOR STAGES MUST HAVE A ROOF COVERING THE ENTIRE STAGE TO PROTECT PERFORMERS AND EQUIPMENT FROM INCLEMENT WEATHER AND INTENSE DIRECT SUNLIGHT! In addition, PURCHASER agrees to make available at load -in a minimum of four (4) new 10' x 100'x 10 mil heavy plastic tarp, or enough to coverall equipment. PLEASE NOTE THAT THIS IS A MINIMUM REQUIREMENT AND THAT WEATHER CONDITIONS MAY DICTATE THE NEED FOR ADDITIONAL MATERIAL! 16. RISERS THE FOLLOWING SIZED CARPETED RISERS ARE REQUIRED: 1 - 8' WIDE X 8' DEEP X 3' HIGH (DRUMS) 2 - 8' WIDE X 8' DEEP X 2' HIGH (KEYBOARDS) 17. SOUND WINGS & MONITOR/TECH WINGS A. INDOOR ARENA SIZE VENUES: All sound will be flown in indoor arena size venues with the exception of the front fill cabinets on either side. Sound wings or side platforms will be needed for these front fill cabinets, the monitor mixing area and keyboard/guitar technician areas. Dimensions for INDOOR ARENA -SIZE sound wings are as follows: STAGE RIGHT -12' WIDE X 32' DEEP X 4' HIGH (or two (2) ft. below stage height). STAGE LEFT -12' W IDE X 24' DEEP X 4' HIGH (or two (2) ft. below stage height). Lighted steps are required from floor to wing and wing to stage. Purchaser's Initials He 0 18 e. UT � A t? �F S A. 20' �yONOS. SOON Oiylj �n ng p/d w 3p HrGyq ''�NGIIyG T O age f BOV ST FCY LATHS S. FAR�Sq PjTOS,MfNfMU otorp°lnts 8� 32 W p USTAG NO NRtGH N MpL�F, y E361 pF1 �Hc W/ By Ep ADDITj GS htU RFD !t -ro �g RAIL. O pRfiVE� C WO - HE ST E E Mp S UNp covFREI A /oApfNG UC/t T CASES FRAM ROB A RF SH UP� WIN height f�k wiU G OFF T HE S qG Fa, co The ks and t necessa E. �� acg' g dock sho he regu!ting st� pOOR Menu S sem'7t 10O t asho /d he r3 feesXe X of a es aU8 tO $tape h81ght t fr °m the a �!g 17 or tiyo 2 fn rel Two (2 paced for a tbe% fw'n9 to} is of stai easy acce to °m to '%G. At rs are r ss and 2p B"4RRfcApF to !oadrout Sups as / mu ound win fibarnca $ o MUST BF WF�� !a e t opi are tO90 yed Sharp (4)feet f he a S nfc� o TRUCT /O C /C,HTFDihe grQUnd tQ each to nvd the s�ence. Th080 f the oha?)�o f °u��No T OhA!N OUT �gOe and ©larri an $ S� r subs ade sha %��eet fr °m ��NK aR SNO the entire R �FNUE Y with thg l! put n e that �u oath a�� nt of the W �SNGF Ct d st h- 9e a fr arri e f Tf n /yA F e an lu spfin of rs eight anc • are cad @ AR �`? y!n ns sha%subsh utbf��cs /ie acedasa °co or Stage ��!% rm to he c Of ourchaser s initial d barn �ubtic acc ss lnty secu Me n eager A!aced on s Here HOTFC SACCR UrMS 21. HOUSE MIXING RISE&POT TOWER 0 A. INDOOR VENUE: For Sound, a 16' wide X 12' deep area must be clear with no riser. For Lights, a 16' 0 wide X 8' deep X 2' high riser, placed immediately behind sound area; to be situated 75' from the front of the stage. There should be one (1) six foot (6) or eight foot (8') sturdy banquet table and four (4) chairs placed on the Lighting riser. B. OUTDOOR VENUE: 20' wide X 12' deep X 3' high. There should be one (1) six foot (6) or eight foot (8') sturdy banquet table and four (4) chairs placed on this platform. OUTDOOR MIX PLATFORM MUST HAVE A ROOF AND REMOVABLE SIDES! (Water proof tarp material is acceptable.) C. HOTEL BALLROOMSICONVENTION HALLS: For these special venues and circumstances, location of the sound mixing and lighting control locations will be determined on an individual basis. Spotlight tower locations will be determined in a like manner. Spot towers in these venues are to be draped in black. D. SPOT TOWERS: At outdoor venues, the spotlight tower may be located above the house mixing position, at a minimum of 20 feet above ground level. The spot tower shall be covered with a suitable roof to protect operators and spotlights from inclement weather. 22. A. CREW CALLS AND MANPOWER: ALL STAGEHANDS MUST BE PROFESIONAL STAGEHANDS. ABSOLUTELY NO VOLUNTEERS, AMUSMENT PARK RIDE OPERATORS, SCHOOL WRESTLING OR FOOTBALL TEAMS, ECT. ALL HANDS MUST BE CLEAN AND SOBER, AND DRESSED APPROPRIATLEY. EXACT TIMES AND NUMBERS WILL BE CONFIRMED BY PRODUCTION MANAGER DURING HIS PRODUCTION ADVANCE B. HOUSE ELECTRICIAN THE HOUSE ELECTRICIAN IS REQUIRED TO BE AVAILABLE FROM LOAD -IN TO LOAD -OUT! Purchaser's Initials Here 0 20 23. .a. As C Sp Mp; "e9uir A As re9vire �byyourji9hti Thepo dbyyours ng l�ehdor prod Wers ound ottr and serer for, °e for $ack/i b `voltage "SEC FCe S � ro y ti9httn9 apa ha//b e p °ifege w. N9 &J, 4 "to" 9e aanas � /f�SN�RATpRS nt drayyn rats shag$ BFp �t��o Drys nera� ��Yho �til! (1) pry sQOnt o/a to he th m °re than Frye po � s e i fra hftt�f erfoWerBt g a Proof ersoarCe With /oaf M F�00 enCie psP A y�SN "heym4st r% 0, 1, feoe to /Dad FEET undiso LF6 fo type, N be o0 9en,r se�rby r$� state at. FueD O ,NWtedfro"tights °n'sm ptete/y 24 °raUtot° "sa df �jarsandA reservettvppp eachona4pp ng The! Roo �lc'ffTS rnat/o °Hang tco��9 S n�iana`s�hs //GeTfio � Gr �, � zat ors t{rF�oS shov /dfhefacilia�e pURCatorss! cha Uffl �qe�E 'Ar mange a 9'vi� kASe9 fi� eMmn Der, S p�R h SgSFR's r �N4 $�RC� erators anna!(V�D j� 60 e t tshQ � c %rfpe��t9�urred tO fi c.,_ y .c nms pebe %an es, a Work, 0 "°vide,; noss ee han at/, er Taa of hens a a° ttrSra _ pttP^,. feet s_. ou&' aShn._. AfN �/yy rIKe `/s A._ (3)' c/am . °n su' 84041, nib ss`a p "4vt°`e r °f fhe�ateyn is ` u B 11912a. pea tvh carbon kfh8 fomo tyo �$aip n os4r (4) FXp e' � rJ7 o "e f° Corn n 8 ` 4 48 !O rb Q ws mlh round �Rl wsh so an ex d fe rn f� hd Dom, 81444.1 0 Wi,b p $0 . S, Abw po ose to stage (t 0) ®p$ld poi' t� s� 1.8 Vbtas d htfhg alre jNkeq 4 o 25. 26. 27. 28. 29. 30. 31. 0 0 If th"pQuse lights are controlled from a separate booth, the operator must be on.1M commuA4ations circuit at least 15 minutes before showtime, and continuously during the show. Housq light cues are to be called by ARTIST's Production Marla r, Stage Manager, or Lighting Direct r, ONLYI WORK LIGHTS There must be a brightVork light should be chiefly kept in m' d at load out at dusk or night timT , SCOREBOARD: Whenever Possible the scoreboard willd shall be tumed off a minimum of five (5) Unlighted for the duration of the perform STORAGE AREA: on stage and at the truck loading areas. This which may begin in daylight hours, but have out to its highest position. The scoreboard display itnutes prior to ARTISTs performance, and remain An area will be required for the storage of empty cases and other miscellaneous equipment. This area should be as close to the stage as possible. The storage space should be unexposed to the elements, and have a flat, dry, solid floor surface. If the purchaser cannot provide a covered storage area, then sufficient weather proof plastic tarp material to cover all cases and stored items must be provided. This material will be in addition to the rolls of material discussed in item 13 above. TRAFFIC: It is necessary at some venues to obtain traffic clearance and/or permits in order to load and unload trucks. This usually occurs when the loading area is on a street. Should permits or a traffic patrolman be required, it is the responsibility of PURCHASER to make arrangements well in advance of the load in. PERMITS AND BONDS: PURCHASER agrees to secure and furnish all necessary permits, licenses and bonds to allow M.E.L.E.CO. / THE BEACH BOYS to properly produce their show, and or cross any international borders. PARKING: The following parking spaces must be made available to ARTIST's Road crews as close to the stage and loading areas as possible: Purchaser's Initials Here 22 0 0 0 32. • 0 A. Two (2) 45 foot tour busses. Each parking place should be within 20 feet of a 50 amp 220 volt AC circuit. B. In addition, parking spaces for five (3) Passenger Vans A. LIMOUSINES /BUS/DRIVERS PURCHASER is to provide transportation for ARTIST. Each vehicle shall have a local, competent driver, who is familiar with, and instructed as to, the routes into and out of the concert site and backstage entrances. Vehicles and drivers will be used to: pick up and transport ARTIST from the airport to the hotel; from the hotel to the venue for sound check, and back to the hotel; from the hotel to the venue for the performance, and back after the performance; from the hotel to the airport for departure. Chris Farmer, Road Mgr. will determine which of A, B or C below. A. Two (2) late model 15 passenger vans and one (1) luggage van. S. One (1) late model limousine, two (2) late model 15 passenger vans, and one (1) baggage van. C. One (1) 40 passenger late model bus (Prevost, Van Hool, Eagle) with luggage compartments underneath and one (1) luggage van. SCHOOL BUSSES ARE NOT ACCEPTABLE!! ARTIST'S crew may be bringing guitars and other musical instruments in by air rather than by land. If such is the case, PURCHASER must provide a cargo -type van, (i.e. with no passenger seats), or a small truck with a lockable cargo area. Pick -up and drop -off times will be arranged by Chris Farmer, Road Mgr. 775 - 846 -4876 C. POLICE ESCO A Police Escort - 4n-er-out-of-the- 33. SECURITY: at all PURCHASER shall provide ARTIST with adequate uniformed and non- uniformed security guards for protection; all security arrangements being subject to M.E.L.E.CO. requirements. (Please note that for Industrial Shows, Private Parties and other shows. with limited attendance, security arrangements will be specifically tailored to fit the venue and situation.). A. Two (2) security guards per 1,000 people at public shows. Ourchaser's Initials Here 23 B. 9q\(1) unifod security guard to guard the mixing platform, from the time the doo openhroughout the performance, and until the public has left the building. C. One (1) non -unit rmed security guard to be stationed at the door of ARTI T's dressinlke room from the time th (kcatering is set up until after the bands dep�LrtGr�e. D. Two (2) uniformed security gua ds to be stationed on the fl6or, both stage left and stage right. E. Two (2) non - uniformed security guards to rationed on the floor in front of the stage. F. Non - uniformed security should h v6T -shirts or other'g ments clearly defining them as security personnel. G. Head of security sho d meet with Production Manager 30 minutes of re the doors are opened. H. Overnight security will be required in cases of day before set -ups and / or multiple For private parties and / or corporate functions, security requirements will be determined on an individual basis. 34. SAFETY: A. FIRE EXTINGUISHERS: PURCHASER must provide two (2) 10 lb. CO2 Fire extinguishers to ARTISTs stage manager prior to sound check. B. FIRST AID: A comprehensive First Aid kit must be available from load -in through load -out. C. DOCTOR: PURCHASER will provide the name and phone number of a throat specialist and a physician. D. CHIROPRACTOR: PURCHASER will provide the name and phone number of a licensed, competent, experienced and available Chiropractor to the production manager. E. PYROTECHNICS: This production does not use pyrotechnics or any like effects. Purchaser's Initials Here 24 35. PASSES: M.E.L.E.CO. may carry all necessary passes for the engagement. If not, PURCHASER must provide stick -on passes for the bands guests and local crew. Touring personnel will wear the permanent, laminated pass, and these persons are to have the highest priority. All other passes issued will be of the "Stick -on" variety, and will be issued by M.E.L.E.CO. on the day of the show. Any passes issued by the PURCHASER or Promoter for support acts, stagehands, venue personnel, promoter personnel, media, sponsors, or non - ARTIST guests, shall NOT be VALID for access to Artist's Production Office, Artist's Hospitality and adjacent backstage areas, and most notably NOT VALID for access to the stage and wing areas of the stage, immediately prior to, during and after Artist's performance. THE ONLY "ALL ACCESS" PASSES FOR THE DAY OF SHOW WILL BE ISSUED BY Artist's PRODUCTION MANAGER! SECURITY, PARKING ATTENDANTS, AND CATERING PERSONNEL SHALL BE ADVISED AS TO THE VALIDITY OF PASSES OTHER THAN OFFICIAL BEACH BOYS PASSES, AND THE ALL ACCESS NATURE AND PRIORITY OF BEACH BOYS LAMINATESI 36. GUESTS: Special guests should receive first -rate cordiality, as long as it does not infringe upon the privacy of ARTIST. Guests of ARTIST WILL BE ALLOWED IN THE HOSPITALITY ROOM ONLY AT M.E.L.E.CO.'s discretion. \dtt? Y�Y�f Y i�a taft- SvsJ 37. PHOTOGRAPHY I VIDEO & AUDIO TAPE RECORDING Any unauthorized photographic, video or recording equipment is subject to confiscation until the show ends. Tapes, film and/or batteries will be removed from machines. This policy shall apply to corporate or private performances as well as public. Signs must be placed in prominent areas stating: NO FILM OR DIGITAL PHOTOGRAPHIC, VIDEO OR AUDIO RECORDING EQUIPMENT IS ALLOWED IN THIS BUILDINGI THIS SHALL APPLY TO ALL PERFORMANCES INCLUDING PRIVATE, CORPORATE AND INDUSTRIAL. 38. ''PRODUCTION OFFICE PURCHASER must make an office at the venue available to ARTIST's Prod_ucti� -� from loa -'n �oo load -out. This office should be for the sole and usi sv eel of ARTIST's Prodbction staff, and not shared with oter or venue staff, or any other activity. This offi shou ose as possible to the backstage area. Production off' m ntsshall apply to private and /or corporate shows, but may i ied on an individual baslst. Ourchaser's Initials 25 A. 0 TWO �4 desks or TWO (2) six foot (6') or eight foot (8') sturdy banquet -type tabl two (2) of� chairs with wheels, AT LEAST two (2) DUPLEX electrical outle adequate lighting, heating and air conditioning. B. TELEPHONES: Two (2) direct dial, not usedtty the promoter for pre -prod ion, not through a switchboard, non - operator -ass ed, modular, touch- a telephone lines; compatible with computers and fax machines. hones must in service PRIOR to load -in and active through load -out. ARTISTS P UC N OFFICE PHONE NUMBERS MUST BE MADE AVAILABLE AT LEAST TWO WEEKS PRIOR TO SHOW DAY. C. A High -speed intern onnect ion should be made available, in the production office. Either hardwire fireless. D. FAX M INE and COPIER: A AX Machine and a Copier must be available to the Artist's production st ft 39. RUNNER 1 0 The PURCHASER must make available one (1) knowledgeable individual to act as a runner. The runner should be familiar with the local area surrounding the venue. The runner must have a valid driver's license, valid auto insurance and the exclusive use of a reliable vehicle. (Car, truck or van). The runner will report to ARTIST'S Production Manager at load -in and be available through load -out. Monetary compensation for the runner's services, and fuel used by the runner, will be the responsibility of the PURCHASER. A runner will be required for private and/or corporate shows. 40. TOWELS ARTIST will require a supply of freshly laundered towels from load -in through load -out. 1/2 HOUR PRIOR TO LOAD -IN: ONE (2) dozen bath -size towels and 2 bath -size bars of deodorant soap, in Production Office, FIRST THING IN THE MORNING! ONE HOUR BEFORE SHOWTIME: TWO (2) dozen hand towels. Dark colors are preferred. ONE SMALL PACKAGE OF BAND -AIDS LOAD -OUT: Two (2) dozen bath -size towels. Purchaser's Initials Here 26 41. BACKSTAGE ACCO &DATIONS 0 The following rooms are to be provided by the Purchaser for the exclusive use of THE BEACH BOYS / M.E.L.E,CO. IF THERE ARE NO CLEAN PRIVATE SHOWERS ON SITE PURCHASER MUST PROVIDE TWO HOTEL ROOMS IN A NEARBY HOTEL .w uw wwAT Tw TVC AftTI�T A. CR W ROOM: From load -in to load -ou This room is a sole use of ARTIST's crew. The Crew Room should be a to oom wi clean toilet and shower facilities. This room should be labeled "THE BEACH BOYS - C E51W1 . B. HOSPITALITY ROOM: One (1) hour prior to doors. This room is for the exclusive use of ARTIST and their guests. Room must be kept clean, dry and at a moderate temperature. It must have two (2) eight foot (8) sturdy banquet tables with clean linen tablecloths, one (1) six foot (6) clean upholstered couch, and SIX (6) padded chairs. This room should be labeled "THE BEACH BOYS - HOSPITALITY ". C. DRESSING ROOMS: Two (2) Required - At least three (3) hours prior to showtime. These rooms should comfortably hold 6 to 8 people. Rooms should have three (3) working electrical outlets, a full - length mirror, new iron and ironing board, toilet and shower facilities, heating and air conditioning, and a sink with hot and cold running water. These rooms should be lockable, and keys made available to PRODUCTION MANAGER three (3) hours before showtime. These rooms should be labeled "THE BEACH BOYS DRESSING ROOM ". D. TRAILERS, MOTOR HOMES, PORTABLE DRESSING ROOMS: If trailers, motor homes or portable dressing rooms are used in place of, or in addition to, permanent dressing rooms, they must be clean and equipped with all amenities described above including: air conditioning, hot and cold running water, electrical outlets, lighting and most important of all, WORKING TOILETS!!!!! Electrical power for portable dressing rooms shall be separate from power provided for sound, liahts and catering. E. FESTIVAL AND FAIRS Dressing room facilities shall meet with all the requirements set forth in this Rider. Backstage accommodations provided for ARTIST shall be for the exclusive use of ARTIST and not shared with any support acts. Ourchaser's Initials Here 27 42. CATERING: 0 0 FOOD AND ATMOSPHERE SHOULD BE OF THE HIGHEST QUALITY. THE DINNER MEAL SHOULD BE SERVED IN A QUIET ATMOSPHERE, FREE FROM OTHER ACTIVITIES. AL� MEALS SHOULD BE SIT -DOWN, CATERED, AND SHOULD NOT CONSIST OF TAKE -0U FAST, OR CONVENIENCE -TYPE FOODS. PLASTIC UTENSILS AND PAPER PLATES FOR THE DINNER MEAL ARE UNACCEPTABLEII The catering and amounts covered below refer to ARTIST's Touring personnel onlyl If the Purchaser wishes to provide food for the local crew it must be done at no cost to M.E.L.E.CO. CATERING SPECIFICATIONS ARE GIVEN IN CHRONOLOGICAL ORDER. A. ALL DAY ITEMS: (FOR A CREW OF 101 1) Spring Water: sealed bottles, non carbonated 2) Fresh Coffee: regular and decal 3) Hot water: with an assortment of teas, lemon & sugar 4) Iced tea: Fresh Brewed please, sugar & lemon on the side. 5) Assorted drinks and juices: Gatorade, Classic & Diet Coke, Dr. Pepper, Mountain Dew, Canada Dry Ginger Ale, 7 -up, Root Beer, Orange, Apple, and Tomato juices. Assorted sparkling waters. Assorted Snapple Ice Teas and flavored soft drinks. RED BULL. 6) Assorted plastic cups and utensils: 12 or 16 oz. coffee cups - NO STYROFOAM PLEASEII! 16 oz. SOLO brand drink cups. Coffee stirrers, paper plates and heavy duty plastic utensils. napkins and paper towels. (Please remember that this is in addition to the real place settings for dinner.) 7) Recycling: Please note that THE BEACH BOYS are environmentally conscious. Whenever possible we would like to have recycling bins in the catering area for aluminum, glass, and paper products. And again we do not want any Styrofoam cups or plates. THE BEACH BOYS AND THE PLANET THANK YOU! PLEASE NOTE THAT DRINKS AND COFFEE SHOULD BE AVAILABLE UNTIL THE VERY END OF LOAD -OUT.. Purchaser's Initials Here 0 28 0 B. BRI AND AND 1) 2) 0 0 HOT & READY TO SERVE 112 HOUR BEFORE RIGGING CALL OR BE AVAILABLE FOR AT LEAST THREE (3) HOURS. I cereals: Granola, Product 19, Raisin Bran, Nutri - Grain, and Instant oatmeal. and donuts: An assortment of muffins, in and donuts (Krispy Kream if 3) Breads White, Whole Wheat, Rye and Sourdough, toaster waffles. Loops, English muffins, assorted bagels, box 4) HOT FOObw Eggs, (including Eggbeaters), baaor ; sausage, hash browns (THE CRE;I \ARE WILLING TO COOK THEI} OWN BREAKFAST. JUST HAVE A DOZEN EGGS, I lb BACON, FROZEN HASH BROWNS AND AN ELETRIC SKILLET) 5) Fresh Whole Fru t: An assortment of rf esh fruits in season including: berries, apples, melons, oranges, bananas. Please do not limit it to these; if other fruit looks good, go for it. / 6) Juices: (as in letter °Al' yonwo, bv carrot juice. 7) Yogurt: An assortme� 8) Milk: Whole, lo-f f, non-fat 9) Hershey's o estles Choci 10) Maple S up, Butter & Marc 11) 0 (1) four slice toaster. orange, tomato, apple, cranberry/apple, Odwalla or non -fat yogurt. 12) One cutting board and sharp drink mix. Protein Bars (Met RX, Pro MAX, Purchaser's Initials Here 0 Cream Cheese, Assorted Jams & Jellies. 29 0 C. CREW LUNCH: LUNCH TIME WILL BE SET BY THE PRODUCTION MANAGER IN HIS SHOW ADVANCE. LUNCH WILL BE FOR 10 PEOPLE AND AVAILABLE FOR THREE (3) HOURS. 1) Any Two (2) of the following: Hamburgers, Turkey burgers, Grilled Chicken sandwiches, Veggie burgers, Grilled Sausages, Grilled Cheese, etc. 2) Bread: White, Whole Wheat, Rye and Sourdough. Kaiser, onion and French rolls are always welcome. 3) Soup: Fresh homemade soup or chili. 4) Tuna Salad: (White albacore, Dolphin Safe Please) 6) Assorted salads: Three or four salads with appropriate dressings. i.e. Cole slaw, pasta, potato, 3 -bean, chicken, Caesar, tomato mozzarella, avocado etc. 7) Assorted Munchles: Potato chips, Doritos, Pretzels, Popcorn, Fresh Cookies, etc. 8) Several brands of hot sauces should be available at all times. Dijon Mustard, Guldens Mustard, pickles act. NO FOOD SERVICE PACKETS 9) 1 Jar Creamy Peanut Butter and Real Fruit Jelly 10) Assorted WHOLE fruit NO PREMADE SANDWHICHS. INCLUDING SUBWAY. Call production manager for menu suggestions. 0 Purchaser's Initials Here 0 30 D. BAND AND CREW DINNSWOR 20 PEOPLE): • DINNER TIME WILL BE SET BY THE PRODUCTION MANAGER IN HIS SHOW ADVANCE. There must be three entree choices: One Chicken, Turkey or Pork Loin, Plus One Fish or Seafood, plus a Vegetarian dish. Please no cream sauces. Production manager must approve menu. Caterers please call Rick Huber at 407 -292 -0499 THE FOLLOWING SHOULD ACCOMPANY ALL OF THE ENTREES: 1) Tossed green salad or salad bar: With separate salad bowls and an assortment of dressings. Oil and Balsamic Vinegar, Ranch, Italian, Bleu Cheese, Thousand Island, etc. (Please include one low cal / low fat dressing). Dressing and cheese should be on the side only. 2) Vegetables: Fresh steamed vegetables. (NOT OVERCOOKED), NO CANNED VEGETABLES ARE ALOWED. CORN IS A GRAIN, NOT A VEGITABLE 3) Rolls: Fresh, hot dinner rolls. 4) Rice or Potatoes 5) Dessert: Fresh homemade fruit pie, cake, ice cream etc. 6) Necessary condiments and restock the all day drinks in letter "A" above. 7) Salt and pepper in shakers not food service packets. A variety of hot sauces should be available. 0 Purchaser's Initials Here 31 E. THE BEACH BOYS HOSEftITY ROOM: ALL HOT APPETIZERS ARE TO BE SERVED IN CHAFING DISHES. ALL COLD BEVERAGES SHOULD BE IN BUS TRAYS OR COOLERS AND COVERED WITH ICE. AL FOOD TRAYS SHOULD BE COVERED WITH FOIL OR PLASTIC WRAP. THIS ROOM IS FOR THE BAND AND THEIR SPECIAL GUESTS. IT SHOULD BE A COMFORTABLE PLACE AND THE FOOD DISPLAYED ATTRACTIVELY. PLEASE MAKE THIS A PLACE THAT YOU WOULD LIKE TO SPEND TIME IN. THE ROOM SHOULD BE SET-UP ONE (1) HOUR BEFORE SHOWTIME, FOR 15 PEOPLE. (THIS NUMBER MAY VARY, PLEASE VERIFY THIS WITH PRODUCTION MANAGER) 1) Local, Ethnic or regional specialty hot appetizers. An assortment of three (3, of which two must be vegetarian, and one chicken or seafood. Please be sure to get all of the condiments for this. These may be obtained from a local reputable restaurant. Menus should be provided to production Manager to aid you in the selection. NO deep fried food. BACON IS NOT A VEGETABLE OR A WHITE MEAT. 2) 1 Crock vegetarian chili, assorted instant cup of soup. 3) Humus with pita bread. (1 CUP, NOT A BIG BOWL) 4) Snacks: Homemade cookies, and a variety of chocolates, M & Ms., cheddar cheese rice cakes. Low fat cinnamon graham crackers. 1 (one) jar each of Peanut Butter and Jelly. 1 (one) can Albacore Tuna, One cup (very small bowl) of egg salad. One small loaf whole grain bread. 0 5) Assorted fine cheeses and crackers with Grapes and Apples. 6) Protein bars. Pure Protein (not balance) and Protein Plus (by Powerbar) (vegetarian, no gelatin) 7) Juices: One (1) quart of each, orange, apple, cranberry and V -8. A juice and smoothie maker would be greatly appreciated. Please have a variety of fresh fruit and vegetables to go into the drinks. 8) Water: UNCHILLED Two (2) large bottles of Perrier (UNFLAVORED). Twelve (12) liters EVIAN or FIJI BOTTLED water 9) Soft drinks: (CHILLED) Twelve (12) cans Coca Cola, Six (6) cans diet Coke Six (6) cans Sprite Four (4) bottles Gatorade or Power -aide (small bottles) Six (6) Assorted Snapple (NO DIET) 10) Milk: One Quart Low -fat. Purchaser's initials Here 32 11) Wine: 3 Bottl &alifomia Chardonnay (Kendall Jalkon, BV, Meridian) CHILLED 313ottles Cabernet Sauvignon (Mondavi or BV) ROOM TEMPERATURE 12) Beer: Two (2) Six packs of Beck's, or Newcastle, Two (2) Six packs Coors Lite One (1) Six Pack Pacifico or Dos Equis 13) Fresh Hot Coffee: Made with bottled spring water. 14) Hot water for Tea: Bottled spring water. 15) Assorted Tea Bags: With half- and -half, sugar, Equal and Honey. 16) Two (2) lemons, Two (2) limes. 17) Cutting board and knife. 18) All necessary utensils. (NO PLASTIC), Two (2) bottle openers, Two (2) Corkscrews. 19) Drink Cups: Three (3) dozen 16 oz. SOLO brand drink cups. Two (2) dozen 12 oz. hot drink cups. (NO STYROFOAM) 20) Wine Glasses: Twelve (12) real wine glasses. 21) Ice: Clean, and separate from ice keeping beverages cold; in it's own container with a scoop. F. ON STAGE: One -half (112) hour before ARTIST goes on stage: One case small bottles of UNCHILLED water. Two (2) dozen 16 oz. SOLO brand drink cups. 0 Purchaser's Initials 33 G. ARTIST and CREW ACATERING: 0 OR CREW MAY BE TRAVELING BY BUS. IF THIS IS CONFIRMED CTION MANAGER IN HIS ADVANCE, THE FOLLOWING MAY E - I!D,FOR EACH BUS. 1) Water: One (1) %(1)ca led spring water. / 2) Soft Drinks: Oof assorted soda, jx-0)) RED BULL 7) Beer: Four (4) Six Packs of Loca i r4D'Brew, Back's, or Newcastle 8) Wine: One (1) bottle quali .Gabemet Sa 'non 9) Other: One (1) bottle quality Vodka, Scotch, or Te la. (Advance with Prod. Mgr.) 10) Ice: 59,I13's. of crushed ice. 11)Snacks: One box microwave popcorn, One bag chips, One bag H. LOAD OUT FOOD: 0 WE WILL REQUIRE ENOUGH FOOD TO FEED 12 PEOPLE (PIZZA, SANDWICHES, CHICKEN WINGS). A buy out of $50.00 cash can be substituted. THIS CAN BE DISCUSSED ON THE DAY OF SHOW WITH PRODUCTION MANAGER. Purchaser's Initials Here 9 W 0 43. NON -ADHEREANCE: 0 ANY PART OF THIS RIDER NOT ADHERED TO IS CONSIDERED TO BE A BREACH OF THIS AGREEMENT AND, THEREFORE, PUTS THE PERFORMANCE IN JEOPARDY AND SUBJECT TO CANCELLATION, WITH PURCHASER LIABLE FOR ALL EXPENSES AND ANY MONIES DUE TO ARTIST THAT WOULD CONSTITUTE A SOLD -OUT PERFORMANCE. 44. MUTUAL WRITTEN CONSENT This Agreement may not be changed, modified or altered except by an instrument in writing, signed by the parties. This Agreement shall be construed in accordance with the laws of the State of California, applicable to Agreement made and wholly to be performed herein. 45. ADDITIONAL TERMS Any proposed additional terms and conditions which may be aff ixed to this Agreement by PURCHASER shall not become part of this Agreement until signed by ARTIST or by duly authorized representative. By the sole act of signing, PURCHASER fully accepts all provisions of Artist's contract, regardless of any deletions or additions he attempts to make. 46. RESPONSIBILITY PURCHASER represents and warrants that all equipment furnished to M.E.L.E.CO. shall be in first class condition and that all personnel whose services are rendered to M.E.L.E.CO. shall be full qualified to perform such services. PURCHASER assumes complete responsibility for all such equipment and personnel. Any liability to M.E.L.E.CO. or any third party(s) claiming through M.E.L.E.CO. arising out of or in connection with the breach or alleged breach of such representation and /or warranties shall be borne entirely by PURCHASER. 47. LOCAL ADS All local papers carrying advertisements relating to the Artist's performance and all reviews of the Artist's performance are to be sent to M.E.L.E.CO. 0urchaser's Initials Her 35 0 0 PURCHASER will indicate below signatures, business, fax, home and mobile telephone numbers, s that he may be reached by ARTIST at all times. AGREED TO AND ACCEPTED BY: PURCHASER DA PURCHASER's PHONE NUMBERS Business: 0 0 fit tip !-1'1 m C (tt. 0 0 PROFESSIONAL SERVICES AGREEMENT WITH FIESTA PARADE FLOATS FOR DESIGN AND CONSTRUCTION OF THE CITY OF NEWPORT BEACH'S 2006 ROSE PARADE FLOAT THIS AGREEMENT is made and entered into as of this day of June, 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and FIESTA PARADE FLOATS, a California corporation whose mailing address is P.O. Box 5417, Pasadena, California, 91117 -0417 ( "FIESTA "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. FIESTA is a professional parade float manufacturing company that is experienced in the design, construction, decoration and operation of floats for the Tournament of Roses Parade held on New Years Day in the City of Pasadena, California. C. City is planning to enter a float in the 2006 Tournament of Roses Parade to be held in Pasadena on January 2, 2006 (the "Parade"). City has decided to enter a float in the 2006 Parade in order to celebrate its centennial. D. City desires to engage FIESTA to design, construct and supervise decoration of the City's float so that it may be entered in the Parade (the "Project'). E. Fiesta shall submit the design, sketches and specifications of the City's proposed float to the City for approval prior to construction. The design shall conform to the rules and regulations of the Pasadena Tournament of Roses Association. F. FIESTA possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of FIESTA for purposes of Project, shall be Mr. Tim Estes. H. City has solicited and received a proposal from FIESTA, has reviewed the previous experience and evaluated the expertise of FIESTA, and desires to retain FIESTA to provide the services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: t 1 2. 3. 4. 5. 6. 0 0 TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 24th day of February, 2006, unless terminated earlier as set forth herein. SERVICES TO BE PERFORMED FIESTA agrees to create, construct and supervise decoration of a float for the City of Newport Beach for the 2006 Tournament of Roses Parade, and to diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. TIME OF PERFORMANCE The parties agree that time is of the essence, that any and all payments shall be made on time as specked in Exhibits A & B of this Agreement and that the completed float shall be ready to be placed in the Parade and shall participate therein. COMPENSATION TO FIESTA City shall pay FIESTA for the services in accordance with this Section and the Fee Schedule attached hereto as Exhibit B and incorporated herein by reference. FIESTA's compensation for all work performed in accordance with this • Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred and Twenty Thousand Dollars and no /100 ($220,000.00) without additional authorization from City. PROJECT MANAGER FIESTA shall designate a Project Manager, who shall coordinate all phases of the Project. The Project Manager shall be available to City at all reasonable times during the Agreement term. FIESTA has designated TIM ESTES to be its Project Manager. FIESTA shall not remove or reassign the Project Manager without the prior written consent of City. FIESTA, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. FIESTA warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. ADMINISTRATION This Agreement will be administered by the Recreation and Senior Services Department. MARIE KNIGHT shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 2 0 7. CITY'S RESPONSIBILITIES 7.1 City shall furnish the costumed Float Riders, which shall be discussed and agreed upon by City and FIESTA. Coordination of Float Riders, and the number of Float Riders to be used, shall be mutually agreed upon by City and FIESTA. It is understood by City that any and all Float Riders shall abide by the rules and regulations regarding Float Riders established by the Pasadena Tournament of Roses Association. 7.2 Any breach of any rules and regulations on the part of City shall be the responsibility of City. This includes accepting any rulings of the Tournament of Roses Association and /or any other enforcement organization. This includes any and all monetary fines, penalties and /or judgments imposed as a result of City's actions. 7.3 The names and the signed release forms for Float Riders supplied by City shall be returned to FIESTA no later than November 15, 2005. 7.4 Proper costuming, and related costs, of the Float Riders is the sole responsibility of City. City acknowledges that any and all costuming shall compliment the agreed -upon float. If requested, FIESTA can assist City with securing the proper costuming. 8. TOURNAMENT OF ROSES RULES AND REGULATIONS 8.1 City acknowledges that there are rules and regulations regarding the Parade and the participation therein. If any fines, penalties and/or judgments are made regarding the City s float and /or the City's participation in the Parade due to actions by the City, innocent or not, then such fines, penalties, and /or judgments shall be solely incurred and /or paid for by the City. 8.2 FIESTA acknowledges that there are rules and regulations regarding the Parade and the participation therein. If any fines, penalties and /or judgments are made regarding the City's float and /or the City's participation in the Parade due to actions by FIESTA, innocent or not, then such fines, penalties, and /or judgments shall be solely incurred and/or paid for by FIESTA. STANDARD OF CARE 9.1 All of the services shall be performed by FIESTA or under FIESTA's supervision. FIESTA represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. 3 0 0 9.2 FIESTA represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of FIESTA to practice its profession. 10. FAILURE OF PERFORMANCE 10.1 In the event that completion and /or participation of the float in the 2006 Parade is prevented by an act of God, war, fire (not attributable to failure by FIESTA to employ reasonable precautions), FIESTA shall immediately cease work on the float and shall be entitled to reimbursement of 20% of its full contract fee, design fee and for all of its reasonable actual expenses ( "Actual Expense ") of every kind and nature which FIESTA has reasonably incurred in connection with the performance of its obligation hereunder (as set forth in an itemized invoice to City for its approval and payment), less any insurance payments received by FIESTA; provided, however, that City shall have received full payment for all losses, costs and expenses pursuant to the insurance policy covering the float as required herein. Furthermore, where a partial payment has already been made by City which exceeds the Actual Expenses, Fiesta will refund the difference in the amount to City. 10.2 "Actual Expense" shall include the amount shown on invoices for the cost of sub - contracts parts and /or labor. In the event that such actual expenses are less than the amount paid to FIESTA on the date of cessation of work, FIESTA hereby agrees to refund the difference to City. 10.3 Difficulties experienced by FIESTA in obtaining material, equipment and labor shall not be considered excuses for non - performance. 11. HOLD HARMLESS To the fullest extent permitted by law, FIESTA shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials andlor design defects [if the design originated with FIESTA]) or FIESTA's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of FIESTA, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require FIESTA to indemnify the Indemnified Parties from any Claim arising from the 9 sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the FIESTA. 12. COOPERATION FIESTA agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with FIESTA on the Project. 13. PROGRESS FIESTA is responsible for keeping the Project Administrator and /or her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting FIESTA's indemnification of City, and prior to commencement of work FIESTA shall obtain, provide and maintain at its own expense during the • term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. FIESTA shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. I. Workers' Compensation Coverage. FIESTA shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of E. 0 • the State of California. In addition, FIESTA shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance in accordance with the laws of the State of California for all of the subcontractors employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at feast thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by FIESTA for City. ii. General Liability Coverage. FIESTA shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall. be at least twice the required occurrence limit. iii. Automobile Liability Coverage. FIESTA shall maintain automobile insurance covering bodily injury and property damage for all activities of the FIESTA arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. iv. FIESTA shall provide all proofs and certificates of insurance required under the Agreement by October 15, 2005. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the FIESTA. if. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the FIESTA's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 0 • • iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. FIESTA shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from FIESTKs performance under this Agreement. G. Additional Insurance. FIESTA shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of FIESTA, or of the interest of any general partner or joint venturer or syndicate member or cotenant if FIESTA is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of FIESTA. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of FIESTA. Assignments of any or all rights, duties or obligations of FIESTA under this Agreement will be permitted only with the express written consent of City. 7 17. 18. 19. 20. 21 0 OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by FIESTA, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to FIESTA or any other party. FIESTA shall, at FIESTA's expense, provide such Documents to City upon prior written request. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. INTELLECTUAL PROPERTY INDEMNITY FIESTA shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in FIESTA's design services provided under this Agreement. RECORDS FIESTA shall keep records and invoices in connection with the work to be performed under this Agreement. FIESTA shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to FIESTA under this Agreement. All such records and invoices shall be clearly identifiable. FIESTA shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. FIESTA shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to FIESTA under this Agreement. WITHHOLDINGS City may withhold payment to FIESTA of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. FIESTA shall not discontinue work as a result of such withholding. FIESTA shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. FIESTA shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. M 0 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of FIESTA which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by FIESTA, the additional design, construction and/or restoration expense shall be borne by FIESTA. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST FIESTA or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, FIESTA shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. FIESTA shall indemnify and hold harmless City for any and all claims for damages resulting from FIESTA's violation of this Section. 25. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by FIESTA and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from FIESTA to City shall be addressed to City at: Attn: Marie Knight, Director Recreation & Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3151 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from CITY to FIESTA shall be addressed to FIESTA at: 9 26. 27 0 0 Attention: Timothy W. Estes, CFEE President Fiesta Parade Floats P0 Box 5417 Pasadena, CA 91117 -0417 Phone: (626) 301 -1433 Fax: (626) 301 -1432 TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to FIESTA. In the event of termination under this Section, City shall pay FIESTA for services satisfactorily performed and costs incurred up to the effective date of termination for which FIESTA has not been previously paid. On the effective date of termination, FIESTA shall deliver to City all, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 26.1 Withdrawal by City: In the event that City should instruct or cause FIESTA not to complete the float or not to drive it in the Parade, it is recognized that FIESTA can only construct a certain number of floats and in agreeing to construct the float for City, it must reject the opportunity to construct other floats, and further that it is important to FIESTA's business to have the opportunity to display its work in the Parade, the exact amount of which would be extremely difficult and impractical to fix. It is therefore agreed that if City instructs FIESTA not to complete the float after July 15, 2005, for any reason other than as a result of FIESTA's negligence, willful misconduct or material breach of this Agreement, then FIESTA is entitled to be paid its actual costs through the date of termination, plus $44,000.00 (20% of the contract price), but in no event shall City be obligated to pay more than $220,000.00 (the contract price). COMPLIANCE WITH ALL LAWS FIESTA shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In 10 11 11 addition, all work prepared by FIESTA shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 31. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both FIESTA and City and approved as to form by the City Attorney. 32. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 33. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 34. EQUAL OPPORTUNITY EMPLOYMENT FIESTA represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 11 • • 35. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which • shall be deemed an original, but all of which, taken together, shall constitute one an the same instrument. A facsimile signature shall be deemed an original. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, A Municipal Corporation By: City Attorney Mayor for the City of Newport Beach for the City of Newport Beach ATTEST: FIESTA: By: By: LaVonne Harkless, Timothy W. Estes, City Clerk President & Secretary Attachments: Exhibit A — Scope of Services Exhibit B — Fee Schedule F: I USERSICATAGIShared (Fiesta Parade FloatlProjessional Services Agreement.doc n L_J 12 • 0 0 EXHIBIT A Scope of Services I. SERVICES TO BE PROVIDED BY FIESTA A. FIESTA, a professional parade float manufacturing company experienced in the design, construction, decoration and operation of floats for the Tournament of Roses Parade, shall create, construct and supervise decoration of a float in a professional and workmanlike manner for the City of Newport Beach. 1. To be entered in the 2006 Tournament of Roses Parade ( "PARADE ") to be held in the City of Pasadena, California on January 2, 2006. 2. The design and specifications of the subject float will be submitted to and approved by NEWPORT BEACH and will be prepared in a manner so as to conform to the rules and regulations of the Pasadena Tournament of Roses Association. B. FIESTA shall furnish and provide the following: 1. All equipment, material and labor required to construct said float; 2. The truck or other propulsion for said float that will enable it to participate in the PARADE; 3. Two capable and qualified drivers for said float to drive the float on the day of the PARADE. 4. Any additional personnel required in guiding and /or operating the float to and in the PARADE. 5. Storage location during the construction of the float in order that NEWPORT BEACH may review the construction and progress of the float at any time prior to the commencement of the PARADE. C. Materials to be used in the float. NEWPORT BEACH - 2006 1. Materials used in the construction of the float shall be supplied by and shall remain the property of FIESTA. 2. Any materials and decorations supplied by NEWPORT BEACH shall remain the property of and shall be returned to NEWPORT BEACH unless other arrangements are made. D. Operation of the float before, during and after the PARADE. 1. FIESTA and NEWPORT BEACH shall work together on the music for the float. It is understood by both parties that any music selected has to be completed by November 15, 2005 and that said music has to comply with the rules and regulations of the Tournament of Roses Association. 2. FIESTA understands that NEWPORT BEACH employees and "volunteers', will assist FIESTA in decorating the float, and said work force shall be coordinated with FIESTA. 3. FIESTA shall place the completed float in the PARADE, .drive it in the PARADE and maintain it during the Post Parade exhibition period at the location set aside for this purpose. 4. FIESTA shall abide by all rules, regulations, requirements and instructions of the Pasadena Tournament of Roses Association for floats entered in the PARADE. S. FIESTA shall assume full responsibility for and control of the operation of said float during and after said PARADE. 6. FIESTA shall remove, clean up and dispose the float after the Post Parade exhibition period. E. FIESTA acknowledges that there are rules and regulations regarding the PARADE and the participation therein. If any fines, penalties and /or judgments are made regarding the NEWPORT BEACH float and /or NEWPORT BEACH participation due to actions by FIESTA, innocent or not, then such fines, penalties and /or judgments shall be solely incurred and /or paid for by FIESTA. NEWPORT BEACH - 2006 2 0 • 0 II. SPECIFICATIONS FOR THE FLOAT A. The design, sketches and specifications of the subject float will be submitted to NEWPORT BEACH by FIESTA. B. The title, " Sailing through a Century", shall appear in prominent sized letters (a minimum of at least six inches high) so as to be clearly visible to the viewing audience and television viewers. The name " CITY OF NEWPORT BEACH" shall appear on the float in prominent sized letters (a minimum of at least six inches high) so as to be clearly visible to the viewing audience and television viewers. Any desired logo(s). to be on the float, must meet the requirements of the Tournament of Roses Association. F:IUSERSICATSharedlFiesta Parade FloatslScope ofWork.doc NEWPORT BEACH - 2006 3 E 0 EXHIBIT B FLOAT CONSTRUCTION Fee Schedule I. PERFORMANCE BY NEWPORT BEACH A. NEWPORT BEACH shall pay FIESTA the total sum of $220,000.00, which shall be payable as follows: 1. $55,000.00 upon execution of this AGREEMENT by NEWPORT BEACH and FIESTA; 2. $55,000.00 upon completion of the main construction of the float and the float has completed the first official test drive as required by the Tournament of Roses; 3. $55,000.00 upon completion of the construction of the float and the float has completed the required second official test drive as required by the Tournament of Roses; 4. $55,000.00 prior to January 25, 2006. B. NEWPORT BEACH acknowledges and agrees that it shall be solely responsible for and shall pay the entrance fee for the PARADE, which is separate from Section A above. F: I USERSICAT1Share&AGTiesta Parade FloatslFee Schedule. doc r, NEWPORT BEACH - 2006 1 0 0 FIESTA PARADE FLOATS BIO 0 A++m &hme+& 4 Fiesta Parade Floats is the leading award winning float- builder in the Tournament of Roses Parade with an impressive 67 percent prize winning rate averaged over the past fifteen years, the highest award winning rate in the Rose Parade industry. Fiesta has built TWELVE consecutive Sweepstakes Trophy winners in the Rose Parade including FTD I Florists' Transworld Delivery float entries in 2004, 1996 and 1994, Rain Bird Sprinkler entries in 2005, 2003, 2002, 2001, 1999 and 1998, Target Stores in 2000, California State PTA in 1997, and the 1995 Countrywide Home Loans float. Fiesta Parade Floats reputation with the Tournament of Roses as a dependable float builder is highly respected. Fiesta Parade Floats is considered the leader in both floral technology and floral application throughout the float and floral industries. Fiesta surpasses all other builders in the field of computerized and hydraulic animation. In addition to parade floats, Fiesta also builds custom props for television commercials, feature films, exhibits and theme parks. Major exhibits include: Sunset Magazine Spring Garden Show, Crystal Court South Coast Plaza, American Institute of Floral Design National Symposium, Feature Exhibits and the Flower I Garden Pavilion at the Los Angeles County Fair, Bellagio and Mandalay Bay in Las Vegas, Innovations, Disneyland's newest attraction in Tomorrowland and Venus Fort Shopping Mail in Tokyo, Japan. Tim Estes CFEE (Certified Festival & Event Executive), President of Fiesta Parade Floats, is a well -known name in the float building industry. With over 30 years experience building floats, Tim has assembled an extremely qualified and talented team in all areas of construction, design, engineering, animation, sculpturing and decoration. Tim designs the structural engineering of Fiesta's floats and oversees the development and implementation throughout the construction and sophisticated animation stages. Tim has overseen the construction of over 400 Rose Parade floats and countless number of floats in parades throughout the United States and Canada, including Fiesta's annual participation in the Hollywood Christmas Parade. Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats, is one of the keys to Fiesta's great success for over 35 years. In addition to determining the selection and use of floral materials, Jim coordinates the construction and art departments with his artistic interpretation of the float designs. His creative work has appeared on more prize- winning floats than any other floral designer in the history of the Tournament of Roses Parade. He is greatly respected for his innovative contributions in float decoration and decoration materials. Jim is a charter member of the American Institute of Floral Design (AIFD) and the recipient of AIFD's 1998 Award of Distinguished Service to the Floral Industry. His design work is known throughout the world as he has won numerous world class floral design competitions held in the United States, Europe and Asia. He is a frequent guest speaker and judge at major floral seminars, exhibits and competitions. Beverly Stansbury, Project Manager of Fiesta Parade Floats, is a second- generation float builder. She has been involved in the float industry and the Tournament of Roses Parade for over thirty years. Beverly's management positions have included that of art director, floral director, and decoration coordinator. 0 • Beverly is responsible for securing and the scheduling of our decoration crews. She acts as liaison between our clients and the Tournament of Roses Association and works directly with our flower brokers in ordering and purchasing all the floral materials used by Fiesta. Beverly organizes the riders, costuming and music for our floats in addition to special events and projects throughout the year. She coordinates Fiesta's media and press releases. Raul Rodriguez, Designer, is known throughout the world as the "premier designer of the Tournament of Roses Parade". Raul has worked with Fiesta for over 30 years and his exceptional talent in creating beautiful float concepts continues to evolve to a higher level in design work due to his many years of experience, not only in the parade industry, but also in numerous related areas of art design. This includes marquee display in Las Vegas, Reno and Laughlin, Nevada. Raul's talents have been used in creating displays for Harley Davidson International, wine labels and restaurant interiors. Under Jim Hynd's floral direction and the artistic interpretation by the talented crew at Fiesta Parade Floats, the floats designed by Raul and created by Fiesta Parade Floats have won the most awards in the Rose Parade. This combined team has won well over 250 awards in the Pasadena Tournament of Roses Parade with twenty Sweepstakes Awards, including the past eleven years in a row! Fiesta Parade Floats has the highest prize- winning rate in the float industry in the last 14 years. This is an extremely important fact since a prize- winning float can receive 2 to 3 times the amount of media coverage over non - prize winning floats. 0 E ■ Fiesta Parade Floats has won a higher percentage of awards in the last 15 consecutive years than any other float builder in the Rose Parade and this in itself generates additional media exposure for all of our clients. In the past 15 years Fiesta has averaged over a 67 percent prize winning rate, the highest in the float industry. ■ Fiesta Parade Floats has built and decorated twelve consecutive Rose Parade Sweepstakes Trophy winners — 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998,1997, 1996, 1995 and 1994. ■ Fiesta Parade Floats reputation with the Tournament of Roses Association as a dependable float builder is highly respected. ■ The tradition of the Rose Parade and Fiesta's continued presentation of the most floral entries in the parade are synonymous. Floral use and presentation are the highest weighted criterion for all categories of judging and excellence of floral display is the hallmark of Fiesta Parade Floats. ■ Fiesta Parade Floats is comprised of the most qualified team in the float industry in all areas of construction, design, engineering, animation, sculpturing, decoration and floral technology. ■ Each and every float constructed and decorated by Fiesta Parade Floats has been completed prior to judging on December 31. This is per the rules of the Tournament of Roses Association. Fiesta Parade Floats is the only builder who has accomplished this every year for the past sixteen years. ■ Fiesta Parade Floats is considered to be the foremost leader in floral application and animation technology. ■ A full staff of internationally prestigious AIFD (American Institute of Floral Designers) floral designers is assigned to each float and works under the direction of Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats. In fact, Jim has been Floral Director for more prize winning floats than any other Floral Director in the entire history of the Rose Parade. ■ One of Fiesta Parade Floats main goals is to work together with each and every client and to help them achieve their full value of their advertising dollar prior to the day of the parade. ■ Experienced Float Supervisors are assigned to each float to direct and oversee the decoration crews. Fiesta's supervisors have an average of ten years of decoration experience and are highly regarded-for their organizational skills, creativity and craftsmanship. ■ Fiesta Parade Floats can provide the entire decoration crew, work solely with your volunteer decoration crew, or combine the groups to augment the numbers needed to complete the float in an artistic and timely manner. ■ Because of Fiesta Parade Floats commitment and ability to work with their clients on an individual basis they are able to fulfill their clients' needs not only with their float entry but also in additional areas of special interest (additional parade and game tickets) and events (special previews and parties). Ago_tnmet* S • • Fiesta Parade Floats is the leading award winning float- builder in the Tournament of Roses Parade with an impressive 67 percent prize winning rate averaged over the past fifteen years, the highest award winning rate in the Rose Parade industry. Fiesta has built TWELVE consecutive Sweepstakes Trophy winners in the Rose Parade including FTD / Florists' Transworld Delivery float entries in 2004, 1996 and 1994, Rain Bird Sprinkler entries in 2005, 2003, 2002, 2001, 1999 and 1998, Target Stores in 2000, California State PTA in 1997, and the 1995 Countrywide Home Loans float. Fiesta Parade Floats reputation with the Tournament of Roses as a dependable float builder is highly respected. Fiesta Parade Floats is considered the leader in both floral technology and floral application throughout the float and floral industries. Fiesta surpasses all other builders in the field of computerized and hydraulic animation. In addition to parade floats, Fiesta also builds custom props for television commercials, feature films, exhibits and theme parks. Major exhibits include: Sunset Magazine Spring Garden Show, Crystal Court South Coast Plaza, American Institute of Floral Design National Symposium, Feature Exhibits and the Flower / Garden Pavilion at the Los Angeles County Fair, Bellagio and Mandalay Bay in Las Vegas, Innovations, Disneyland's newest attraction in Tomorrowland and Venus Fort Shopping Mall in Tokyo, Japan. Tim Estes CFEE (Certified Festival & Event Executive), President of Fiesta Parade Floats, is a well -known name in the float building industry. With over 30 years experience building floats, Tim has assembled an extremely qualified and talented team in all areas of construction, design, engineering, animation, sculpturing and decoration. Tim designs the structural engineering of Fiesta's floats and oversees the development and implementation throughout the construction and sophisticated animation stages. Tim has overseen the construction of over 400 Rose Parade floats and countless number of floats in parades throughout the United States and Canada, including Fiesta's annual participation in the Hollywood Christmas Parade. Jim Hynd AIFD, Vice President and Floral Director of Fiesta Parade Floats, is one of the keys to Fiesta's great success for over 35 years. In addition to determining the selection and use of floral materials, Jim coordinates the construction and art departments with his artistic interpretation of the float designs. His creative work has appeared on more prize - winning floats than any other floral designer in the history of the Tournament of Roses Parade. He is greatly respected for his innovative contributions in float decoration and decoration materials. Jim is a charter member of the American Institute of Floral Design (AIFD) and the recipient of AIFD's 1998 Award of Distinguished Service to the Floral Industry. His design work is known throughout the world as he has won numerous world class floral design competitions held in the United States, Europe and Asia. He is a frequent guest speaker and judge at major floral seminars, exhibits and competitions. 0 0 Beverly Stansbury, Project Manager of Fiesta Parade Floats, is a second- generation float builder. She has been involved in the float industry and the Tournament of Roses Parade for over thirty years. Beverly's management positions have included that of art director, floral director, and decoration coordinator. Beverly is responsible for securing and the scheduling of our decoration crews. She acts as liaison between our clients and the Tournament of Roses Association and works directly with our flower brokers in ordering and purchasing all the floral materials used by Fiesta. Beverly organizes the riders, costuming and music for our floats in addition to special events and projects throughout the year. She coordinates Fiesta's media and press releases. Raul Rodriguez, Designer, is known throughout the world as the "premier designer of the Tournament of Roses Parade". Raul has worked with Fiesta for over 30 years and his exceptional talent in creating beautiful float concepts continues to evolve to a higher level in design work due to his many years of experience, not only in the parade industry, but also in numerous related areas of art design. This includes marquee display in Las Vegas, Reno and Laughlin, Nevada. Raul's talents have been used in creating displays for Harley Davidson International, wine labels and restaurant interiors. Under Jim Hynd's floral direction and the artistic interpretation by the talented crew at Fiesta Parade Floats, the floats designed by Raul and created by Fiesta Parade Floats have won the most awards in the Rose Parade. This combined team has won well over 250 awards in the Pasadena Tournament of Roses Parade with twenty Sweepstakes Awards, including the past eleven years in a row! Fiesta Parade Floats has the highest prize - winning rate in the float industry in the last 14 years. This is an extremely important fact since a prize - winning float can receive 2 to 3 times the amount of media coverage over non - prize winning floats. 0 ■ Fiesta Parade Floats has won a higher percentage of awards in the last 15 consecutive years than any other float builder in the Rose Parade and this in itself generates additional media exposure for all of our clients. In the past 15 years Fiesta has averaged over a 67 percent prize winning rate, the highest in the float industry. ■ Fiesta Parade Floats has built and decorated twelve consecutive Rose Parade Sweepstakes Trophy winners -- 2005, 2004, 2003, 2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995 and 1994. • Fiesta Parade Floats reputation with the Tournament of Roses Association as a dependable float builder is highly respected. • The tradition of the Rose Parade and Fiesta's continued presentation of the most floral entries in the parade are synonymous. Floral use and presentation are the highest weighted criterion for all categories of judging and excellence of floral display is the hallmark of Fiesta Parade Floats. • Fiesta Parade Floats is comprised of the most qualified team in the float industry in all areas of construction, design, engineering, animation, sculpturing, decoration and floral technology. • Each and every float constructed and decorated by Fiesta Parade Floats has been completed prior to judging on December 31. This is per the rules of the Tournament of Roses Association. Fiesta Parade Floats is the only builder who has accomplished this every year for the past sixteen years. • Fiesta Parade Floats is considered to be the foremost leader in floral application and animation technology. ■ A full staff of internationally prestigious AIFD (American Institute of Floral Designers) floral designers is assigned to each float and works under the direction of Jim Hynd A1FD, Vice President and Floral Director of Fiesta Parade Floats. In fact, Jim has been Floral Director for more prize winning floats than any other Floral Director in the entire history of the Rose Parade. • One of Fiesta Parade Floats main goals is to work together with each and every client and to help them achieve their full value of their advertising dollar prior to the day of the parade. • Experienced Float Supervisors are assigned to each float to direct and oversee the decoration crews. Fiesta's supervisors have an average of ten years of decoration experience and are highly regarded for -their organizational skills, creativity and craftsmanship. ■ Fiesta Parade Floats can provide the entire decoration crew, work solely with your volunteer decoration crew, or combine the groups to augment the numbers needed to complete the float in an artistic and timely manner. ■ Because of Fiesta Parade Floats commitment and ability to work with their clients on an individual • basis they are able to fulfill their clients' needs not only with their float entry but also in additional areas of special interest (additional parade and game rickets) and events (special previews and parties). ki - L�l , , ft" ..... jin, 104. NEWPORT BEACH e 0 • CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT �3gIwo -WJ5) Agenda Item No. 16 March 8, 2005 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Recreation and Senior Services Marie Knight, Director 644 -3157 — mknight @city.newport- beach.ca.us SUBJECT: Professional Service Agreement for Coordination Services for the 2006 Centennial Celebration and Budget Amendment for 2006 Centennial Celebration related activities. That the City Council approve the attached Professional Service Agreement (PSA) with Dinwiddie Events in the amount of $125,000 to provide coordination services for the 2006 Centennial Celebration. 2. That the City Council approve a budget amendment for funding Centennial related events and activities. In FY 2004/05: • Increase expenditure account 0129 -8250 City Centennial Account $175,700 In FY 2005/06: • Increase expenditure account 0129 -8250 —City Centennial Account $350,000 • Increase revenue account 0129 -5901 —Centennial Donations $528,900 BACKGROUND At the January 27, 2004 meeting, the Council established an ad hoc committee to facilitate the planning of activities and events in commemoration of the City's 100 year anniversary. The Committee has been meeting regularly and has begun the recruitment of volunteers to assist with the many activities and events. Attached is an overview of the Centennial that outlines some of the activities and events that the Steering Committee along with many community volunteers is working on. DISCUSSION Centennial Coordination Services As the planning of the events and activities began, it became clear to the Steering Committee that additional staff resources would be needed to assist with the coordination of the Centennial. The Centennial Steering Committee directed staff to issue a Request for Proposal regarding contract services related to the Centennial. The scope of work asks for services in a project management capacity to include Administrative functions; assistance with Sponsorship Development, Fundraising, Marketing and PR, and Event Management and overall coordination between the various subcommittees. After reviewing the proposals submitted, the Steering Committee is recommending that the Council approve the attached Professional Service Agreement (PSA) with Dinwiddie Events in the amount of $125,000 (Attachment A). This contract will cover a 22 month period of services extending through the end of the 2006 Centennial year. Professional Service Agraent for Coordination Services for * 2006 Centennial Celebration ' and Budget Amendment for 2006 Centennial Celebration related activities March 8, 2005 Page 2 Proposed Centennial Events The Steering Committee has been meeting since May of 2005 to plan and organize events and activities to celebrate the City's Centennial. The Committee has planned that the official kick -off of the Centennial celebrations will be a Family Picnic in October of 2005 and the celebrations will end in October of 2006. Attachment B is an overview that outlines those major events that will be conducted during the celebration year. There are currently 10 sub - committees that have formed with community volunteers working on areas such as marketing, event planning, business development opportunities, volunteer coordination and commemorative activities. The Centennial website www.newi)ortbeach100.com is up and running and anyone interested in helping with the Centennial activities can go to the site and sign up under their area of interest. Centennial Budget Currently, the City Council has allocated $10,000 towards the Centennial celebrations. In addition, the Council has allocated $114,337 in seed money towards the publishing of a commemorative book with the understanding that the City will be reimbursed those funds from the revenue from book sales. It is the intent of the Steering Committee to raise the funds necessary to offset the total costs associated with these events through corporate sponsorships and community fundraising efforts. However, there are some costs associated with the Centennial that may be difficult to raise funds for, such as the above mentioned contracted services with Dinwiddie Events, restoration of old photos, historic displays and markers, and some of the marketing activities. In addition, although the Committee intends to raise all the funds necessary for the celebrations, there is the possibility that they will not fully achieve that goal. Attachment C is an estimated budget for the Centennial. At this time, as many of the events and activities are still in the planning stages, the numbers for both expenses and revenue are in most cases the Steering Committees best estimate. As the Centennial celebrations from the planning through post celebration evaluations will span three budget cycles, Attachment C also breaks down the estimated expenses and estimated revenue for each budget year. RECOMMENDATION Based on this estimated budget the Steering Committee is requesting that the City Council approve a budget amendment for the current 2004/05 fiscal year in the amount of $175,700 and appropriate $350,000 in the 2005 -06 budget to cover the cost of the PSA and Centennial related expenses. It is intended that these expenditures will be offset by an estimated $528,900 in contributions and donations that the Steering Committee will raise in FY 2005 -06. Prepared Marie KnigV,, Recreation & A. Professiotpl Service Agreement B. Centennial Overview C. Centennial Estimated Budget • ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH DINWIDDIE EVENTS FOR CENTENNIAL COORDINATION THIS AGREEMENT is made and entered into as of this _ day of 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and DINWIDDIE EVENTS a corporation whose address is 1048 Irvine Ave, #439, Newport Beach, California, 92660 ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to conduct a series of events and activities in commemoration of its Centennial anniversary. C. City has established the City Centennial 2006 Committee ("Centennial Committee') to guide City staff in the Centennial event planning, and to ensure that the Centennial events and celebrations are created and supported by the community. D. The Centennial Committee is responsible for making recommendations to the City Council on the allocation of Centennial budget funds, as well as recommending the type of materials to be produced and events to be held in conjunction with the Centennial celebrations. E. City desires to engage Consultant to serve as Project Manager for the Centennial. F. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of Consultant for purposes of Project, shall be Janis Dinwidddie. H. City has solicited and received a proposal from Consultant (Exhibit A), has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, lt is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 31 st day of January, 2007, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit B and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. E 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, email, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Estimated Expense Budget attached hereto as Exhibit C and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and sub - consultant fees, shall not exceed One hundred twenty -five thousand dollars and no /100 ($125,000) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall be paid a deposit in the amount of $18,762 (15% of total compensation) upon execution of this agreement. Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the speck task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work, and a description of any reimbursable expenditures. City shall pay Consultant a monthly fee of $4,829 no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of sub - consultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 2 • B. Approved reproduction charges. C. Actual costs and /or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work' means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City and designated Centennial Committee representative at all reasonable times during the Agreement term. Consultant has designated JANIS DINWIDDIE to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit D or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 06. ADMINISTRATION This Agreement will be administered by the Project Administrator Marie Knight, Recreation & Senior Services Director who shall have the authority to act for the City under this Agreement and to implement those recommendations of the Centennial Committee that apply to the scope of this Agreement. The Project Administrator or her authorized representative shall represent City and Centennial Committee in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 7.2 Provide copies of Centennial Committee recommendations pertaining to the services to be rendered pursuant to this agreement 8. STANDARD OF CARE • 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 0 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, Boards, Commissions, and Committees, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs • and expenses (including, without limitation, attorneys fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, `Claims" ), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or activities conducted on the Project (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to . constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the 0 • • means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and the Centennial Committee and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project,' activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 14.1 Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. 14.2 Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 5 0 14.4 Coverage Requirements. P Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than four hundred thousand ($400,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). 14.5 Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. M iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. v. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. 14.6 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultants performance under this Agreement. 14.7 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior • written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venture or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more of the assets of the corporation, partnership orjoint- venture. 16. SUBCONTRACTING City and Consultant agree that sub - consultants may be used to complete the work outlined in the Scope of Services. The sub - consultants authorized by City to perform work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF WORK PRODUCT Each and every report, draft, map, record, plan, revision, work of authorship, design, artwork, graphic, logotype, document and other writing, either tangible or digital format, produced or caused to be produced by the Consultant in the course of implementing this Agreement, shall become the exclusive property of the City, and City shall have the sole right to use such 9 0 material at its discretion without further compensation to Consultant or any other party. The provisions of this paragraph shall apply whether or not such Work Product is eligible for patent, copyright, trademark, trade secret, assertion of moral rights, or other legal protection. Consultant shall, at Consultant's expense, provide such documents to City upon prior written request. 19. CONFIDENTIALITY All documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY 20.1. Consultant warrants that all Work Product and other work prepared in the course of implementing this Agreement is original with Consultant and is not known by Consultant to be the work or intellectual property of any third party. In addition, Consultant represents and warrants that the use of such Work Product shall not, to the Consultant's knowledge, violate or infringe the rights of any person or third party, including any subcontractors or independent contractors Consultant may retain in the course of implementing this Agreement. 20.2 Consultant shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards, Commissions and Committees harmless from any proceedings brought against City for any violation of legally protected rights of any third parties with respect to the Work Product produced in the course of implementing this Agreement, including but not limited to U.S. Patents, trademarks and copyrights issued qW as of the effective date of this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during 0 0 the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit CKys rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Marie Knight, Director Recreation & Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949- 644 -3157 Fax: 949 - 644 -3155 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Janis Dinwiddie Dinwiddie Events 1048 Irvine Ave, #439 Newport Beach, CA 9266014602 Phone: 949 -548 -2411 Fax: 949 -548 -2422 0 0 28. TERMINATION 0 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non- defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 10 0 34. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: City Attorney City of Newport Beach ATTEST: By: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Mayor City of Newport Beach CONSULTANT: Janis Dinwiddie Dinwiddie Events Attachments: Exhibit A - Consultant Proposal Exhibit B - Scope of Services Exhibit C - Estimated Expense Budget Exhibit D - Consultant Additional Project Personnel List 11 0 0 PROFESSIONAL SERVICES AGREEMENT WITH DINWIDDIE EVENTS FOR CENTENNIAL COORDINATION THIS AGREEMENT is made and entered into as of this — day of 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and DINWIDDIE EVENTS a corporation whose address is 1048 Irvine Ave, #439, Newport Beach, California, 92660 ( "Consultant"), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to conduct a series of events and activities in commemoration of its Centennial anniversary. C. City has established the City Centennial 2006 Committee ( "Centennial Committee ") to guide City staff in the Centennial event planning, and to ensure that the Centennial events and celebrations are created and supported by the community. D. The Centennial Committee is responsible for making recommendations to the City Council on the allocation of Centennial budget funds, as well as recommending the type of materials to be produced and events to be held in conjunction with the Centennial celebrations. E. City desires to engage Consultant to serve as Project Manager for the Centennial. F. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of Consultant for purposes of Project, shall be Janis Dinwidddie. H. City has solicited and received a proposal from Consultant (Exhibit A), has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 31 st day of January, 2007, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit B and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 9 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, email, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in . accordance with the provisions of this Section and the Estimated Expense Budget attached hereto as Exhibit C and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and sub - consultant fees, shall not exceed One hundred twenty -five thousand dollars and no /100 ($125,000) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall be paid a deposit in the amount of $18,762 (15% of total compensation) upon execution of this agreement. Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work, and a description of any reimbursable expenditures. City shall pay Consultant a monthly fee of $4,829 no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of sub - consultants for performance of any of the services that • Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 2 0 0 B. Approved reproduction charges. C. Actual costs and /or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City and designated Centennial Committee representative at all reasonable times during the Agreement term. Consultant has designated JANIS DINWIDDIE to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit D or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Project Administrator Marie Knight, Recreation & Senior Services Director who shall have the authority to act for the City under this Agreement and to implement those recommendations of the Centennial Committee that apply to the scope of this Agreement. The Project Administrator or her authorized representative shall represent City and Centennial Committee in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 7.2 Provide copies of Centennial Committee recommendations pertaining to the services to be rendered pursuant to this agreement 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. • Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in 3 ►. J 0 s 0 0 a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to fumish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, Boards, Commissions, and Committees, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or activities conducted on the Project (including the negligent and /or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and the Centennial Committee and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term. of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 14.1 Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. 14.2 Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of Califomia, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 0 5 0 14.4 Coverage Requirements. • i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employers Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance in accordance with the laws of the State of California for all of the subcontractors employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than four hundred thousand ($400,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). 14.5 Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following speck language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 9 0 0 iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. 14.6 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultants performance under this Agreement. 14.7 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venture or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING City and Consultant agree that sub - consultants may be used to complete the work outlined in the Scope of Services. The sub - consultants authorized by City to perform work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF WORK PRODUCT Each and every report, draft, map, record, plan, revision, work of authorship, design, artwork, graphic, logotype, document and other writing, either tangible or digital format, produced or caused to be produced by the Consultant in the course of implementing this Agreement, shall become the exclusive property of the City, and City shall have the sole right to use such 7 0 0 material at its discretion without further compensation to Consultant or any other party. The provisions of this paragraph shall apply whether or not such Work Product is eligible for patent, copyright, trademark, trade secret, assertion of moral rights, or other legal protection. Consultant shall, at Consultant's expense, provide such documents to City upon prior written request. 19. CONFIDENTIALITY All documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY 20.1.Consultant warrants that all Work Product and other work prepared in the course of implementing this Agreement is original with Consultant and is not known by Consultant to be the work or intellectual property of any third party. In addition, Consultant represents and warrants that the use of such Work Product shall not, to the Consultant's knowledge, violate or infringe the rights of any person or third party, including any subcontractors or independent contractors Consultant may retain in the course of implementing this Agreement. 20.2 Consultant shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards, Commissions and Committees harmless from any proceedings brought against City for any violation of legally protected rights of any third parties with respect to the Work Product produced in the course of implementing this Agreement, including but not limited to U.S. Patents, trademarks and copyrights issued as of the effective date of this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during P the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Marie Knight, Director Recreation & Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 -644 -3157 Fax: 949-644 -3155 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Janis Dinwiddie Dinwiddie Events 1048 Irvine Ave, #439 Newport Beach, CA 92660-4602 Phone: 949- 548 -2411 Fax: 949 -548 -2422 0 • 28. TERMINATION 0 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 10 Cl 34. SEVERABILITY 0 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: By: City Attorney City of Newport Beach ATTEST: By: LaVonne Harkless, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation Mayor City of Newport Beach CONSULTANT: Janis Dinwiddle Dinwiddie Events Attachments: Exhibit A - Consultant Proposal Exhibit B - Scope of Services Exhibit C - Estimated Expense Budget Exhibit D - Consultant Additional Project Personnel List 0 11 0 i DinwiddieEVENTS 1048 Irvine Avenue #439 Newport Beach, CA 92660 -4602 949.548.2411 Fax 949.548.2422 JanisDin@yahoo.com Newport Beach Centennial Proposal to Provide Coordination Services A. Administration EXh/bi>� i¢ 1. Office space. Dinwiddie Events will be the primary location for management of the Centennial. The office is equipped with standard office equipment (computers, fax, internet connection, copier) and we will install a dedicated phone line for the Centennial. 2. Document maintenance. We will store and maintain all files and documentation related to the Centennial during the contract period. All files and other materials will be returned to the City upon completion of the project or as requested by the City. 3. Reporting. Janis Dinwiddie will be the primary contact and will attend City and Centennial Committee meetings, other events, activities, and public presentations, as needed. Other Dinwiddie Events staff will provide support and administrative services. We will prepare appropriate and timely reports, timelines and budgets, as requested by the City and the Centennial Committee. 4. Correspondence and communication. We will execute appropriate administrative tasks and prepare correspondence and other documents as needed. We will be available to communicate regularly with the City and all Committees as needed, via phone, fax, email, and in person, as appropriate. 5. Community meetings and events. Dinwiddie Events will represent the City and the Committees at appropriate community events and programs; soliciting input, making public presentations, and helping to develop community awareness in the Centennial activities, as appropriate. B. Sponsorship/ Fundraising 1. Donor recognition. We will manage the activities developed for recognition of donors at all levels. 2. Fundraising activities. We will work in conjunction with the appropriate Committees to develop opportunities for fundraising, and assist with implementation of related activities. Revised 1.30.05 DinwiddieEVENTS 1048 Irvine Avenue #439 Newport Beach, CA 92660 -4602 949.548.2411 Fax 949.548.2422 JanisDin@yahoo.com C. Marketing/Public Relations/Community Outreach 1. Master calendar. We will develop a system and maintain a calendar of all activities, events, meetings, and deadlines, as needed for the efficient execution of the myriad elements of this project. This calendar will be updated regularly and distributed as appropriate to the City and Committees. 2. Website. Coordinate development and ongoing maintenance of the Centennial website, in conjunction with the City and Committees. 3. Community outreach. As described above, we will work with the City and Committees to develop community awareness in the project and encourage fundraising efforts, through attendance at events, public activities, and other promotional opportunities. 4. Collateral materials. We will make recommendations to the City and the Committees regarding the appropriate collateral materials, solicit and acquire vendors, and oversee the production and distribution of collateral materials . related to the project. D. Event Management Committee liaison. We will assist the City and the Committees in decision making and communication related to the five main Centennial events as identified by the Centennial Committee. L Kick Off Beach Party and Fireworks Display ii. Rose Parade Float Entry iii. Family Celebration / Carnival iv. Dance and Event at the Pier v. Closing Parade 2. Event expertise. With the benefit of years of experience and thousands of events, we will provide professional input to the City and Committees related to the planning of these events and activities, and make recommendations as warranted. 3. Vendor contracts. We will coordinate the services and contracts with outside event vendors on behalf of the City and the Committees. 4. Timelines. We will manage the timelines as developed for each of the events and advise the City and Committees as needed to ensure efficient implementation of the approved plans and schedules. Revised 1.30.05 2 • ,� �Xhibi�' ,.�' SCOPE OF WORK FOR CENTENNIAL COORDINATOR POSITION • This position works collaboratively with the Steering Committee and City staff to assist in the overall coordination of the Centennial Celebration. The Coordinator will be responsible for linking and coordinating the work of the various committees to help achieve the goals of the Centennial activities, performing a variety of professional administrative work related to the functions of the Centennial, assisting in planning and coordinating of Centennial related activities and events, and participating in the development and implementation of goals, objectives, policies, procedures and priorities related to the Centennial. Responsibilities include: A. ADMINISTRATION Maintain a satellite office for their work on the Newport Beach Centennial celebration management that: a. Includes onsite storage capacity for current and ongoing Centennial business files as necessary. b. Includes all office equipment necessary for providing services required and conducting business on behalf of the Centennial (dedicated phone line, fax, computer, and internet connection). 2. Document Maintenance a. Properly maintain all necessary files and documentation (particularly financial matters) regarding the Centennial. b. All documentation becomes the property of the City upon termination of this agreement. 3. Reporting Responsibilities a. Reports directly to the Centennial Steering Committee. b. Attend and participate in monthly Steering Committee meetings as well as subcommittee meetings when necessary and appropriate. c. Attend events, activities, publicity events, City Council meetings, and public presentations when necessary and appropriate. d. Provide written monthly reports to the Centennial Steering Committee outlining activity, expenses, accomplishments and short term goals for the next month. 4. Correspondence a. Coordinates and ensures the fulfillment of specific administrative tasks dealing with correspondence, and public relations. b. Maintains regular and efficient communication with the Steering Committee and other volunteers where appropriate. 5. Community Meetings and Events Represents and promotes all projects at appropriate community events, forums, and conferences and helps to ensure relevant feedback. 0 • B. SPONSORSHIP /FUNDRAISING 1. Manage all donor recognition activities. 2. In coordination with the Fundraising Committee, identify all possible opportunities for fundraising whether through events, activities, merchandise, community campaigns, etc. 3. Assist in the implementation of fundraising activities. C. 1. Maintain a master calendar of activities, bookings, marketing, and public relations events. 2. Coordinate the development and ongoing maintenance of the Centennial web site. 3. Work with the Outreach Subcommittee on community outreach and audience acquisition efforts with the overall goal of building awareness of the Centennial activities and events, generating necessary revenue and encouraging participation. 4. Coordinate the production of collateral materials as necessary. D. EVENT MANAGEMENT 1. Facilitate decision making processes as appropriate, serving as liaison between Event committee and Steering Committee. 2. Coordinate all contracts for services. 3. Identifies and works to remove barriers for successful completion of the events 4. Provide professional advice and consultation to Events Committee when . appropriate. Manage timelines for project completion; responsible for communications with stakeholders. E 1/27/05 to • 0 Newport Beach Centennial -- 20• Estimated Expense Budget - Revised 1.30.05 y yeas I.Q 1 Administration $45,000 Meeting attendance, general administration, preparation of reports Attendance at events and activities; public presentations General interface with Committees and City staff Maintenance of office and equipment, document maintenance and storage Administrative tasks, correspondence, general communication Dedicated phone line` (including monthly charges *Charges for Long Distance or toll -free number additional Sponsorship / Fundraising $15,000 Manage and coordinate donor recognition activities Work with Committee to identify fundraising opportunities through events, merchandise, etc. Assist with implementing fundraising activities Marketing/ Public Relations/ Communit Outreach $25,000 Maintain master calendar of activities, bookings, marketing and public relations events Website development and maintenance (Est. 20+ hrs 0 $85 Community outreach and audience acquisition, building awareness Coordinate production of collateral marketing and PR materials Event Management $40,000 Provide professional advice and consultation to Committees regarding all events Coordinate all contracts for event vendor services Maintain project timelines; communicate with stakeholders Act as liaison between Committees TOTAL $125,000 NOTES: This budget is based on the assumption of a 22 -month contract (3 /05 - 1/07). This budget does not include any event-specific costs. Dinwiddie Events 1.30.05 02/24/2005 11:14 949 -548 -2422 DINWIDDIE EVENTS • Maria Dickerson Ematl;markadlekemn0wx.net PROFESSIONAL EXPERIENCE Event and Office Support: D)mdddle Events November 2083- Prevent Duties Include: Support owner of business in the office and on -site at events. Accounting management PAGE 03/05 �xh►bI D 6 Timberland Aliso Viejo, CA 92656 (949) 425 -1610 Meedng/Event Manager/Office Manager: E nployes-Event Solution Intematlonai June 2000 -3une 2003 Duties include. Meeting and Event Cbordnatton -- program design and development tram inception through contract interacting with clients and vendors to coordinate meetings and events; Onsite Event and Meeting Management- managed logistical elements of corporate programs as lead on Operations staff. Coordinated numerous medical meeting series requiring: venue search for meeting space and sleeping rooms; Contract exeation; food and beverage arrangements; transportation arrangements and audio visual arrangements. General clerical duties, ~accounting management as company grew. Full -time secretary: Employer -Viso Viejo Church of the Cron. August 1999 -June 2000 Duties include: assisting students, parents, and teachers with needs relating to school, maintenance of school's student database, tuition billing, and accounting for school, ordering and processing of supplies for school, and assisting principal as needed. Typing speed40wpm. Part-time secretary: Employer- UM*ran Church of the Cross. November 1998 - August 1999 Duties include: weekly processing of church newsletters and bulletins, input and maintenance of SdWMlnder data base for new elementary sdrool, Creating student Rtes. Typing speed -W wpm Owner: The Basket Tree, Aliso Vielp, CA January 1997- June 2002 Create and Publish basket patterns In magazine form which is marketed across the United States. Duties include typing, setting up format and copying five Issues a year. Duties also include accounting and advertising In relation to the business. Owner: The Basket Tree, Pthoerux, AZ September 1994 - November 1995 Manufactured and marketed handmade baskets through wholesale and retail means. Opened a storefront and operated a retan craft business which also offered basket weaving classes. Duties included amounting, advertising, inventory, and manufacturing. Paralegal: Deming a Hughey, Attorneys at taw, Kalamazoo, MI September 1980 - August 1981 Performed a wide variety of duties asslsdng a group of attorneys. Duties included Interviewing dtents, Overseeing secretaries, reviewing documents, filing documents at the court, and legal research, EDUCATION Graduate of Carmen Nigh School, Flint, Michigan (June, 1978) Received AAS. Degree in Paralegal Technology from Ferris State University, Rig Rapids, Michigan (May, 1980) SOFTWARE EXPERIENCE MS Windows, Microsoft Wad, Excel, Quickbooks Pro, SchoolMinder 0 0 02/24/2005 11:14 949- 548 -2422 DINWIDDIE EVENTS PAGE 04/05 Laura Ann Kokol 20702 El Toro Road, Unit 4 Lake Forest, California 92630 Home: (949) 455 -9544, Cell: (714) 325 -1256 laurakokol @sbcglobal.net EXECUTIVE ASSISTANT Over 16 years of experience in customer relations, operations and project coordination. Specialization is in facilitating department productivity, skill sets and leading and implementing change in a high paced environment. Professional Experience Dinwiddie Events ASSISTANT COORDINATOR January 2005 to Present Provide support to the Project Manager by maintaining task calendars and client databases. Coordinate mailings that pertain to events. Process and track ticket sales, compile bank deposits provide reports to clients. Attend events for set up, attendee check -in and tear down. Amen Clinics, Inc. March 2004 to December 2004 EXECUTIVE ASSISTANT Provide administrative support to the Medical Director, President and General Manager. Act as primary liaison with human resource consultants. Maintain personnel files, create files for new employees, perform orientations for new personnel. Act as main contact person for building management company regarding facilities, telephone vendor regarding phone system and malpractice insurance carrier, completing applications to add new professionals to policy. Coordinate travel arrangements for executive staff and perspective employees. Coordinate internal projects as assigned by executive staff. South Counties Pediatric Critical Care October 2001 to February 2004 DIRECTOR OF BUSINESS DEVELOPMENT Position encompasses both South Counties Pediatric Critical Care Group and Newport Children's Medical Group. Assist Chief Executive Officer (CEO) with the coordination of special projects directly related to either or both groups. Provide operational and administrative support for CEO in communicating business goals to all satellite locations and their personnel. Develop new processes and assist with their implementation and/or systems evaluation and modernization. Coordinate and provide any new training involved with the implementation of any new processes. Consult with IT personnel regarding network issues for all satellite locations. Representative and key contact person for IPA personnel, billing company, accounting companies, employee benefits group and clinical research coordinators. Review of billing and collection reports submitted to insurance providers. Evaluate new vendors and coordinate purchases of capital assets. Assist NCMG Office Managers and Supervisors with operational issues as needed. Hill Partnership Inc. September 2000 to September 2001 OFFICE MANAGER Manage the daily operations of an architectural firth and coordinate special projects. Acting liaison with IT Consultants, troubleshoot application problems and provide training for new software. Support 19 architects as well as 4 principal executives with scheduling of appointments, processing contracts and proposals, editing of technical specifications, and client correspondence. Assist Marketing with desktop publishing of proposal presentations and collateral on MS PowerPoint and Quark. Human Resource duties include attending quarterly Labor Law seminars, providing updates for Employee Handbook and orientation of new employees. 02/24/2005 11:14 Laura Ann Kokol Page Two 949 - 548 -2422 • AT &T Wireless Services WARRANTY EXCHANGE SUPERVISOR DINWIDDIE EVENTS • August 1995 to March 2000 PAGE 05/05. Manage the Warranty Exchange Call Center for this international telecommunications company. Communicate ATTWS goals to team members throughout the Regional Service Division to ensure they receive the proper tools, training, information and motivation to achieve those goals. Headed Employee Swap- A -Thon Project, supplying sales staff of 2000 with new cellular equipment, establishing the model for future processes. Supported External Affairs Department with public relations projects such as: • Safe School Project: donating 700 phones to schools throughout Los Angeles and Riverside Counties. • Call to Protect/United Way: donating 200 cellular phones to shelters for victims of domestic violence. • Reduced spending of out - sourced vendors from $25,000 to $3,000 per month. L.A. Cellular Telephone Company December 1993- August 1995 ASSISTANT BRANCH MANAGER, MAJOR ACCOUNTS OPERATIONS • Launched the Direct Fulfillment Project by implementing, presenting and providing training for eight locations. • Supervised Operations Department that supported sales staff by activating new customers with cellular service. • Ordering, receiving and tracking inventory transfers of cellular equipment from central distribution and other store locations. • Maintained store accounts receivables and banking. Edueation Bachelors of Science Degree, Business Management University of Phoenix, La Mirada, California PrgLilional Skills Excellent problem solving skills, systems evaluation, solution implementation, project coordination, word processing, spreadsheet, presentation, flowchart, desktop publishing/graphics and project software, excellent oral and written communications skills. 0 • 0 1 ATTACHMENT B NB106 NEWPORT BEACH 1906 -2006 City of Newport Beach Centennial Celebration Sailing Through a Century! In October of 2005 the City of Newport Beach will begin a year long celebration to commemorate the City's 100 year anniversary. Incorporated on September 1, 1906 Newport Beach has been making history ever since. Our Mission 40 Residents and Community Leaders have come together to plan activities and events that will celebrate our 100 years of history in the making. The Mission of the Centennial Celebration is: To unify our neighborhoods through a series of events and activities that will enhance community spirit, honor our rich heritage, promote pride in our future, and celebrate the many unique opportunities we have to offer. The 14- member City Centennial 2006 Committee was established on January 27, 2004 and includes Mayor Steven Bromberg, Mayor Pro Tem Don Webb and Council Member Leslie Daigle and various community leaders. "But the real key to a Happy Birthday Party ", according to City Centennial 2006 Chair Don Webb, "is everyone making an effort to come out into the streets, get involved and really bring enthusiasm and creativity to the whole process." 0 n u NBI NEWPORT BEACH 1906-2006 Sponsorship Opportunities There are many opportunities for residents and our business community to support the Centennial. The overall celebration as well as each event will have several underwriting opportunities. Sponsoring a Centennial event or activity will provide a unique opportunity to showcase your business to thousands of participants and show your pride in our community. Volunteers The community is invited to become a part of making this the celebration of a lifetime. From helping with the planning and organizing of the events, to submitting old photos or sharing ! memories to be used in the Commemorative book, to the hundreds of hands that will be needed to glue flowers and seeds onto our glorious Rose Parade Float, there is certainly something for everyone who wants to be involved. So join us as we celebrate the 100th anniversary of Newport Beach and our Sailing Through a Century.! 9 E City of Newport Beach Centennial Celebration Budget - ESTIMATED Revenues do not re0ect any projected City contribution Expenditures 0 DRAFT Revenue ATTACHMENT C Fiscal Year Expenses • is • Rose Parade Float- :— _ "!riF3r:'r' Float Entry $200,000 �^ °'• - Entrance Fee $4,000 Volunteer Transportation and Food $40,000 Merchandise: pins, t- shirts..) 59,000 518,000 Sponsor Events 520,000 Individual Donations S100,000 w Corporate Sponsors 5155,000 r. TOTAL $273,000 $273,000 1 ;000 69,000 Opening Picnic Venue $10,000 Entertainment $50,000 Merchandise 5,000 $7,500 Sound System, Staging $3,500 printing: tickets, programs $1,000 Decorations $10,000 Volunteers: food, shirts 54,000 Rentals: tables, Chairs... $20,000 signage 5500 Ticket Sales $15,000 Corporate Sponsors $81,500 - TOTAL $104,000 $104,000 i «20;000 84,000. • is • • • • • 41- Expenditures Revenue Rs_cal Year E I ensas �� '—, .. ' - ' 2004 -05 I 200 -- 2006.07 ISchool District Outreach Committee Educational Outreach 20,000 JIMN ISpring Carnival restrooms $5,000 signage $2,000 Scavenger Hunt $3.000 Entertainment $20.000 Volunteers: food. shirts $7.000 Merchandise $10.000 $15.000 Sound System, Staging $5,000 Decorations $1.000 Rentals tables, chairs etc $2,000 Tents. Booths rentals $3,000 If Ticket Sales $20,000 Corporate Sponsors $23,000 TOTAL $58,000 $58,000 lClosing Beach Party Fireworks $50,000 Entertainment at beaches $40.000 Decorations $4,000 Slgnage 52,000 Sound System and Staging $5,000 Merchandise $20,000 $40,000 Venue Rental $9,000 Food in Pavillion $5,000 Entertainment at Pavillion $3,000 Lighting $2,000 Tents $5,000 Rental equipment $5.000 Corporate Sponsors 107,000 Ticktet sale $3.000 TOTAL $150,000 $150,000 '501000 100,0.00 • • • • E Pi Expenditures Revenue 2064-05)W.1 ,2 IMerchandise Pins $3.200 M.000 T-shirts $10.000 $40,000 TOTAL $13,200 $54,000 lHeritage Committee Commemorative Flag Pole - $10,000 Historical Markers - 8 $10.000 Photograph restoration $5,000 Historic Displays - 5 $5.000 110-040 }d; 520,000 Fundraising, Donations $19'000 TOTAL $30,000 $19,000 IMarketing ftwwww Street Banners - 100 $21.000 Posters $4.000 collateral materials $50,000 Ads $10,000 Sponsorship Packets $5,000 Logo Stickers, decals $1.000 $2,000 1450001 Banner sponsors $21.000 TOTAL $91,000 $23,000 SJU00 �11' Joao 20,000 jAdministration Contract staff 125,000 Postage. supplies, 2,000 Web Site Maintenance 2,000 Sponsor Recognition 10.000 IV 174.900 Event Additional Insurance $15,000 TOTAL 154,000 33j5OO IFINAL TOTAL $873,200 $681,000 9lW.530,'900 Commemorative Book Previously funded $114,337 $301,000 • Q& of Newport Beach • NO. BA- BUDGET AMENDMENT 0 2004 -05 AMOUNT: $175,700.00 . EFFECT ON BUDGETARY FUND BALANCE Increase Revenue Estimates X Increase Expenditure Appropriatior AND Transfer Budget Appropriations SOURCE: from existing budget appropriations X from additional estimated revenues X from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: n Increase in Budgetary Fund Balance {jLg� —►I Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance To increase revenue estimates and expenditure appropriations for funding Centennial related events and activities. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account FY 2004 -05 010 3605 FY 2005 -06 010 3605 Description General Fund - Fund Balance General Fund - Fund Balance ,REVENUE ESTIMATES (3601) Fund /Division Account Description FY 2005 -06 129 5901 Centennial - Private Contributions EXPENDITURE APPROPRIATIONS (3603) Description FY 2004 -05 Division 0129 Account 8250 FY 2005 -06 Division 0129 Account. 8250 Division Account Division Account Signed: ancial Approval: Ad •Signed: -� Administrative Appova Signed: Council - Centennial Special Department Expense Council - Centennial Special Department Expense Services Director City Manager Amount Debit Credit $175,700.00 $528,900.00 $178,900.00 $175,700.00 $350,000.00 � r Date DaTe City Council Approval: City Clerk Date "RECEI D AFTER AGENDA PRINTED" 05 Re: Agenda item #16 Professional Service Agreement for Coordination Services for the 2006 Centennial Celebration Attached is background information and reference information for Janice Dinwiddie of Dinwiddie Events as was submitted in response to the Request for Proposal for Coordination Services for the Centennial. El P Janis E. Dinwiddie has spent 25 years in special events management and fund - raising, including marketing, public relations, promotion, community relations, advertising, and graphic design. She has produced more than 4,000 events for tens of thousands of guests. M 2001, she formed Dmwiddie Events, an event management and consulting firm. Her breadth of experience as an event planner, along with a lengthy association with business, civic, and philanthropic leaders, offers clients a unique combination of skills and expertise. For 18 years, she held senior positions at two of Los Angeles' major museums. As Director of Sales and Special Projects at the Autry Museum of Western Heritage (1992- 2000), Janis directed an annual $1.3 million special events effort, including the $700,000 fund- raising gala. She helped to launch the Masters of the American West Fine Art Exhibition and Sale and the Autry Museum Golf Classic, and produced numerous live and silent auctions, corporate and charity functions, concerts with major recording artists, film shoots, and more than 175 other revenue - generating events each year. As Director- of Special Events at the Los Angeles County Museum of Art (1982 -92), Janis had responsibility for more than 200 events annually, including dinners for heads of state and royalty; a fund - raising dinner filmed as a scene in Robert Altman's movie The Player, a series of inaugural events for three major building openings, and numerous feature fibre premieres. Previously, Janis spent six years as Conference Coordinator at the University of California, San Diego Extension, where she managed the nationally prestigious Securities Regulation Institute. This annual conference featured 50 speakers, including the Chairman of the SEC, and attracted 700 attendees including other high - ranking government officials, the New York and American Stock Exchanges, and attorneys from throughout the U.S. She has been active in numerous organizations, including the LA5 Rotary Club, Town Hall Los Angeles, the Newport Beach Chamber of Commerce, the National Association of Women Business Owners (NA WBO), Executive Women International (EWI), the Volunteer Center Orange County, the International Special Events Society (ISES), and the 552 Club of Hoag Hospital in Newport Beach. She has served on the NAWBO -OC Board of Directors and the Hollywood - Wilshire YMCA Board of Managers, has held leadership positions in Meeting Professionals International (MPI), and has been a Program Advisor for the UCSD Meeting Management Certificate Program. In 2001, she served as Chairman of the inaugural Mayors Golf Classic, benefiting the Volunteer Center Orange County, and Co -chair of the Remarkable Women awards luncheon for NAWBO -OC. Janis is listed in the 2002 -2003 edition of Who's Who, a co- recipient of a LaLA Award (Special Events Industry), and received screen credit in the film The Player. She was named Volunteer of the Year by the Hollywood - Wilshire YMCA and Meeting Planner of the Year by the San Diego Chapter of Meeting Professionals International. Janis was featured in an article in the November 2003 issue of the Robb Report as one of five event planners who "... have risen to the top of their highly competitive profession." 048 :! ;ne n:': .: ]:: F1.CC::Ci: S :Y. -A.. 22080.480. *T S= .?ScL.LA 1 OF ❑ ❑❑ Y %inxvidCFi 0 0 PARTIAL LIST OF EVENT CLIENTS Corporate Non - Profit /Civic /Government ARCO Adopt -A- School AT &T Arizona State University Alumni Association Arrowhead Water ' Boy Scouts of America Arts & Entertainment Channel California Highway Patrol Automobile Club of California State University, Fullerton Southern California Children International Bank of America City of Hope Bowne of Los Angeles Downtown Women's Center The Broadway Department Stores Inner -City Arts CBS-TV Japanese American National Museum Chevron Junior Achievement First Interstate Bank KCET Ford Motor Company City of Los Angeles Gillette Office of the Mayor HBO Department of Recreation and Parks Harley - Davidson Los Angeles Police Department Heublein Los Angeles Fire Department IBM County of Los Angeles Knoll International Museum of Contemporary Art Los Angeles Times / Times Museum of Television and Radio Mirror National Association of Women Major League Baseball Business Owners, Orange County C. F. Martin & Co. / The Martin Newport Beach Public Library Foundation Guitar Co. Newseum / The Freedom Forum Metromedia Corporation Orange Coast College Minolta Orange County Reads One Book Philip Morris Rotary Club of Los Angeles Pierre Fabre Cosmetics Society of Motion Picture and Television Ralph Lauren Engineers Security Pacific Bank State Senator Adam Schiff Sysco Foods T.J. Martell Foundation Turner Network Television U.S. Olympic Organizing Committee The Walt Disney Company United Teachers Los Angeles Walt Disney Imagineering Volunteer Center Orange County Warner Bros. YMCA Wells Fargo Young President's Organization 1042 !nine 4,enu- s439 4 NevPDxt Brach• CS 32660 -4507 @T cc ?.54-8.7:.: - OF 3- ?.5:2.2.]3 4 - ic.-.isair. =q a ho,.cCm er : : :raE;nw: _he :'eas.;om ❑ 00 0 0 F1 MAJOR EVENTS PRODUCED BY JANIS DINWIDDIE Newport Beach Public Library's Distinguished Speakers Lecture Series (2002 -2005) Orange Coast College Annual Small Business Conference & Expo (2003 -2005) Imagine Awards Galas benefiting Inner -City Arts (2002 -2003) Autry Museum Annual Galas (1992 -1999) Gene Autry's 90th Birthday Gala (1997) Charity and Celebrity Golf Tournaments (1993 -2004) Dinner filmed as a scene in the feature film, The Player (1991) • Created concept and developed event as a museum fund- raiser • Coordinated black -tie event for 400 guests as a film shoot with film director Robert Altman LACMA Silver Anniversary Gala (1990) • Black -tie gala for 600 guests; equivalent of 10 different simultaneous events Opening of LACMA's Anderson Building (1986) • 16 events in 12 days • Developed and produced variety of events for many diverse groups, including major benefactors and donors, museum members, local artists, press, volunteers and students Events for royalty, heads -of- state, religious leadership (1982 -92) • Dinner for the President of Mexico, hosted by Governor Pete Wilson • Dinners for the King and Queen of Spain and Duke and Duchess of Kent • Luncheon for the Duke and Duchess of York • Reception for the Dalai Lama Securities Regulation Institute (1979 -81) • Annual national three -day conference for 700 attendees, with 50 speakers including Chairmen of Securities and Exchange Commission and New York Stock Exchange • Coordinated and produced three - volume, 900 -page handouts for all attendees Concert performances by headline entertainers • Joni Mitchell, Liza Minnelli, Michael Finestein, Tony Bennett • Clint Black, Glen Campbell, Emmylou Harris, Dwight Yoakam • Mstislav Rostropovich • Audiences of up to 4,000 .94E A,,en-_:S39•Pvcpaa. oea ch. Ck926604602•T 549.9E9.2,";4 F 949.546.2'22# E jenisdimCyaheo.com El El Alan F. Horn President Chief Operating Officer To Whom it May Concern: WARNER BROS. 4000 Warner Boulevard Burbank, California 91522 (818) 954.1445 Fa (818) 954 -1952 I am writing this on behalf of Janis Dinwiddie, to recommend her as an experienced and very knowledgeable special event planner. As a member of the Autry Board of Trustees, I have known Janis in her capacity as Director of Sales and Special Projects for over 10 years. During that time, I have attended a number of major events at the museum, including the annual fund - raising Gala, the nationally recognized Masters Art Show and Sale, and other dinners for which Janis had direct responsibility. In 1998, as Chairman of the Autry Gala Committee, I worked closely with Janis for several months prior to the dinner. This high profile event for 900 guests, honored Clint Eastwood and brought in revenue to the museum of more than $500,000 — making it one of the most successful galas in the Autry's history. Janis produced this exceedingly complex event with skill and expertise. Janis is personable, professional, diplomatic, and exhibits grace under pressure. It is my pleasure to recommend Janis Dinwiddie as a highly competent and proficient event planner. S c rely, y� Alan F. Horn &IWFU I A Mme Warner Encerzainmenr Company 9 Charles D. Miller Retired Chairman and Chief Fxecutive Officer To Whom It May Concern: AVERY DENNISON Miller Corporate Carrier 150 North Orange Grove Boulevard Pasadena, California 91103 -3596 Phone 626 304 -2158 Fax 626 792 -2678 www.averycWmism.com i am very pleased to recommend Janis Dinwiddie and her company, Dinwiddie Events, for any major black -tie fundraising, marketing or promotional event, or whatever type of program needs a talented and experienced organizer to ensure its success. I have known Janis Dinwiddie for about 10 years. She was highly successful in the projects at the Autry Museum of Western Heritage, where I worked with her, particularly on the Annual Gala that I chaired. At the time, it was the most successful gala ever held at the Autry. Janis planned the entire fundraising effort, and worked with me to identify the potential table purchasers and contributors. We sold out the house. Most important, however, was her ability to follow up on all elements of a successful dinner project. She was involved in everything from hiring the band to planning the silent auction, arranging the tables, and making sure that some of the high - profile individuals felt they received special attention. Janis is very well organized, and I can assure you that any project she undertakes will be carefully coordinated and handled in a timely and professional manner. Sincerely, N ti 9 wl" Charles D. Miller CDM:mb u E (We Autrg U c7ocke ufr To Whom It May Concern: I have known Janis Dinwiddie since 1992 when she joined the staff of the Autry Museum of Western Heritage in the capacity of Director of Sales and Special Projects. During that time Janis launched several of our major events including the Autry Museum Golf Classic and the Masters of the American West Fine Art Exhibition and Sale. In addition, she produced and directly supervised over 175 revenue - generating events annually, including.live and silent auctions, corporate and charity functions and major concerts. Janis also directed.the annual Autry Museum fundraising gala, including Gene's 90`h Birthday with over 1,250 guests in attendance. She coordinated several receptions for gala patrons at my home, as well as a dinner that was organized for Major League Baseball owners. In each and every case she did an outstanding job. Each year Janis and I worked closely together in handling the very sensitive duty of seating arrangements for the gala guests. She was also responsible for arranging the pre -gala party at my home and her attention to details was excellent. She is hardworking, dedicated, and professional. Janis definitely knows her business, and she would be an asset to any hiring organization. Sincerely, 4383 (�eltfex avenue g5tu (We Cliff, ( aOh forma 91a-At 818. 752.7770 a nx 818.752.7779 3RPI PROFESSIONAL SERVICES AGREEMENT WITH DINWIDDIE EVENTS FOR CENTENNIAL COORDINATION ah, I THIS AGREEMENT is made and entered into as of this day of NfQ rC.VY 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and DINWIDDIE EVENTS a corporation whose address is 1048 Irvine Ave, #439, Newport Beach, California, 92660 ( "Consultant "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to conduct a series of events and activities in commemoration of its Centennial anniversary. C. City has established the City Centennial 2006 Committee ( "Centennial Committee ") to guide City staff in the Centennial event planning, and to ensure that the Centennial events and celebrations are created and supported by the community. D. The Centennial Committee is responsible for making recommendations to the City Council on the allocation of Centennial budget funds, as well as recommending the type of materials to be produced and events to be held in conjunction with the Centennial celebrations. E. City desires to engage Consultant to serve as Project Manager for the Centennial. F. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of Consultant for purposes of Project, shall be Janis Dinwidddle. H. City has solicited and received a proposal from Consultant (Exhibit A), has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 31 st day of January, 2007, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit B and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. r� 3. TIME OF PERFORMANCE 0 Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, email, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Estimated Expense Budget attached hereto as Exhibit C and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and sub- consultant fees, shall not exceed one hundred twenty-five thousand dollars and no /100 ($125,000) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall be paid a deposit in the amount of $18,762 (15% of total compensation) upon execution of this agreement. Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work, and a description of any reimbursable expenditures. City shall pay Consultant a monthly fee of $4,823 no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of sub - consultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 2 0 • B. Approved reproduction charges. C. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City and designated Centennial Committee representative at all reasonable times during the Agreement term. Consultant has designated JANIS DINWIDDIE to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit D or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Project Administrator Marie Knight, Recreation & Senior Services Director who shall have the authority to act for the City under this Agreement and to implement those recommendations of the Centennial Committee that apply to the scope of this Agreement. The Project Administrator or her authorized representative shall represent City and Centennial Committee in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1 Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 7.2 Provide copies of Centennial Committee recommendations pertaining to the services to be rendered pursuant to this agreement 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in 9 0 a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, Boards, Commissions, and Committees, officers, agents and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the S 0 9 means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and the Centennial Committee and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. 14.1 Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City's at all times during the term of this Agreement. 14.2 Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements, Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employers Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employers Liability Insurance in accordance with the laws of the State of California for all of the subcontractors employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Covera e. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than four hundred thousand ($400,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). 14.5 Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following speck language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, Including any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. 11 0 0 iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. 14.6 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultants performance under this Agreement. 14.7 Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venture or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership orjoint- venture. 16. SUBCONTRACTING City and Consultant agree that sub - consultants may be used to complete the work outlined in the Scope of Services. The sub - consultants authorized by City to perform work on this Project are identified In Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF WORK PRODUCT Each and every report, draft, map, record, plan, revision, work of authorship, design, artwork, graphic, logotype, document and other writing, either tangible or digital format, produced or caused to be produced by the Consultant in the course of implementing this Agreement, shall become the exclusive property of the City, and City shall have the sole right to use such 0 • material at its discretion without further compensation to Consultant or any other party. The provisions of this paragraph shall apply whether or not such Work Product is eligible for patent, copyright, trademark, trade secret, assertion of moral rights, or other legal protection. Consultant shall, at Consultant's expense, provide such documents to City upon prior written request. 19. CONFIDENTIALITY All documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 20. INTELLECTUAL PROPERTY INDEMNITY 20.1. Consultant warrants that all Work Product and other work prepared in the course of implementing this Agreement is original with Consultant and is not known by Consultant to be the work or intellectual property of any third party. in addition, Consultant represents and warrants that the use of such Work Product shall not, to the Consultant's knowledge, violate or infringe the rights of any person or third party, including any subcontractors or independent contractors Consultant may retain in the course of implementing this Agreement 20.2 Consultant shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards, Commissions and Committees harmless from any proceedings brought against City for any violation of legally protected rights of any third parties with respect to the Work Product produced in the course of implementing this Agreement, including but not limited to U.S. Patents, trademarks and copyrights issued as of the effective date of this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 23. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during N 0 0 the time period, from the date of withholding of any amounts found to have been improperly withheld. FLIT #0 041 zt&Wilkl a e]1ilt *'3IelZ In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and /or restoration expense shall be bome by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or Its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement; and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Consultant and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Marie Knight, Director Recreation & Senior Services Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 -644 -3157 Fax: 949- 644 -3155 All nofices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Janis Dinwiddie Dinwiddie Events 1048 Irvine Ave, #439 Newport Beach, CA 92660.4602 Phone: 949 - 548 -2411 Fax: 949 -548 -2422 A 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 10 • i 34. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: In City Attorney City of Newport Beach ATTEST: CITY OF A Munich City of Newport CONSULTANT: LaVonne Harkless, Oinwidd nwiddie Cit y Clerk ie Events Attachments: Exhibit A - Consultant Proposal Exhibit B - Scope of Services Exhibit C - Estimated Expense Budget Exhibit D - Consultant Additional Project Personnel List 11 ICU' 8Tnir:e:,verse= 39 ivew ort Beach, CA 92660 -4 -'602 9 49.5?8?S11 Fax 949.5= 8.2-122 janisDin@vahoo.com Newport Beach Centennial Proposal to Provide Coordination Services A. Administration 1. Office space. Dinwiddie Events will be the primary location for management of the Centennial. The office is equipped with standard office equipment (computers, fax, internet connection, copier) and we will install a dedicated phone line for the Centermial. 2. Document maintenance. We will store and maintain all files and documentation related to the Centennial during the contract period. All files and other materials will be returned to the City upon completion of the project or as requested by the City. 3. Reporting. Janis Dinwiddie will be the primary contact and will attend City and Centennial Committee meetings, other events, activities, and public presentations, as needed. Other Dinwiddie Events staff will provide support and administrative services. We will prepare appropriate and timely reports, timelines and budgets, as requested by the City and the Centennial Committee. 4. Correspondence and conuminication. We will execute appropriate administrative tasks and prepare correspondence and other documents as needed. We will be available to communicate regularly with the City and all Committees as needed, via phone, fax, email, and in person, as appropriate. 5. Community meetings and events. Dinwiddie Events will represent the City and the Committees at appropriate community events and programs; soliciting input, making public presentations, and helping to develop community awareness in the Centennial activities, as appropriate. B. Sponsorship / Fundraising Donor recognition. We will manage the activities developed for recognition of donors at all levels. 2. f=undraising activities. We will work in conjunction with the appropriate Committees to develop opportunities for fundraising, and assist with implementation of related activities. Revised 130.05 Newport Beach, C.4 92660-- '-66 "s 949.54_8.2411 Fax 949.548 -9 22 JanisDin @vahoo.com C. Marketin&Public Relations /Community Outreach Master calendar. We will develop a system and maintain a calendar of all activities, events, meetings, and deadlines, as needed for the efficient execution of the myriad elements of this project. This calendar will be updated regularly and distributed as appropriate to the City and Committees. 2. Website. Coordinate development and ongoing maintenance of the Centennial website, in conjunction with the City and Committees. 3. Conununihj ouhench. As described above, the will work with the City and Conuivttees to develop community awareness in the project and encourage fundraising efforts, through attendance at events, public activities, and other promotional opportunities. 4. Collateral materials. We will make recommendations to the City and the Committees regarding the appropriate collateral materials, solicit and acquire vendors, and oversee the production and distribution of collateral materials related to the project. D. Event Management 1. Committee liaison. We will assist the City and the Committees in decision making and communication related to the five main Centennial events as identified by the Centennial Committee. i. Kick Off Beach Party and Fireworks Display ii. Rose Parade Float Entry iii. Family Celebration / Carnival iv. Dance and Event at the Pier v. Closing Parade 2. Event expertise. With the benefit of years of experience and thousands of events, we will provide professional input to the City and Committees related to the planning of these events and activities, and make recommendations as warranted. Vendor contracts. We will coordinate the services and contracts with outside event vendors on behalf of the City and the Committees. 4. Timelines. We will manage the timelines as developed for each of the events and advise the City and Committees as needed to ensure efficient implementation of the approved plans and schedules. Revised 1.30.05 CENTENNIAL COORDINATOR POSITION This position works collaboratively with the Steering Committee and City staff to assist in the overall coordination of the Centennial Celebration. The Coordinator wilt be responsible for linking and coordinating the work of the various committees to help achieve the goals of the Centennial activities, performing a variety of professional administrative work related to the functions of the Centennial, assisting in planning and coordinating of Centennial related activities and events, and participating in the development and implementation of goals, objectives, policies, procedures and priorities related to the Centennial. Responsibilities include: A. ADMINISTRATION Maintain a satellite office for their work on the Newport Beach Centennial celebration management that: a. Includes onsite storage capacity for current and ongoing Centennial business files as necessary. b. Includes all office equipment necessary for providing services required and conducting business on behalf of the Centennial (dedicated phone line, fax, computer, and internet connection). 2. Document Maintenance a. Properly maintain all necessary files and documentation (particularly financial matters) regarding the Centennial. b. All documentation becomes the property of the City upon termination of this agreement. 3. Reporting Responsibilities a. Reports directly to the Centennial Steering Committee. b. Attend and participate in monthly Steering Committee meetings as well as subcommittee meetings when necessary and appropriate. c. Attend events, activities, publicity events, City Council meetings, and public presentations when necessary and appropriate. d. Provide written monthly reports to the Centennial Steering Committee outlining activity, expenses, accomplishments and short term goals for the next month. 4. Correspondence a. Coordinates and ensures the fulfillment of specific administrative tasks dealing with correspondence, and public relations. b. Maintains regular and efficient communication with the Steering Committee and other volunteers where appropriate. 5. Community Meetings and Events Represents and promotes all projects at appropriate community events, forums, and conferences and helps to ensure relevant feedback. 0 0 B. SPONSORSHVFUNOPAiS €NG 1. Manage all donor recognition activities. 2. In coordination with the Fundraising Committee, identify all possible opportunities for fundraising whether through events, activities, merchandise, community campaigns, etc. 3. Assist in the implementation of fundraising activities. C. MARKETING/PUBLIC RELATIONS/COMMUNITY OUTREACH 1. Maintain a master calendar of activities, bookings, marketing, and public relations events. 2. Coordinate the development and ongoing maintenance of the Centennial web site. 3. Work with the Outreach Subcommittee on community outreach and audience acquisition efforts with the overall goal of building awareness of the Centennial activities and events, generating necessary revenue and encouraging participation. 4. Coordinate the production of collateral materials as necessary. D. EVENT MANAGEMENT 1. Facilitate decision making processes as appropriate, serving as liaison between Event committee and Steering Committee. 2. Coordinate all contracts for services. 3. Identifies and works to remove barriers for successful completion of the events 4. Provide professional advice and consultation to Events Committee when appropriate. Manage timelines for project completion; responsible for communications with stakeholders. 1/27/05 Dinividdie Events 130.05 Administration $45,000 Meeting attendance, general administration, preparation of reports Attendance at events and activities; public presentations General interface with Committees and City staff Maintenance of office and equipment, document maintenance and storage Administrative tasks, correspondence, general communication Dedicated phone line (including monthly charges) (`Char es For Long Distance or toll-free number additional) Sponsorship / Fundraising $15,000 Manage and coordinate donor recognition activities Work with Committee to identify fundraising opportunities through events, merchandise, etc. Assist with Implementing fundraising activities Marketing IPublic Relations / Community Outreach $25,000 Maintain master calendar of activities, bookings, marketing and public relations events Website development and maintenance (Est. 20+ hrs. @ $85) Community outreach and audience acquisition, building awareness Coordinate production of collateral marketing and PR materials Event Management $40,000 Provide professional advice and consultation to Committees regarding all events Coordinate all contracts for event vendor services Maintain project timelines; communicate with stakeholders Act as liaison between Committees TOTAL $125,000 NOTES: This budget Is based on the assurpbon of a 22-month contract (3105 - 1107). This budget does not include any event-specific costs. Dinividdie Events 130.05 Maria Dickerson EmAlt: mausaidtckersoiro=.net PROFESSIONAL EXPERIENCE Event and Office Support: Dinwiddie Events November 2003 - 13'resent Duties Include: Support owner of business in the office and orrstte at events. Accounting management 6 Tinberand Aliso Viejo, CA 92656 (959) 425 -1610 MeetnglEvent Manager /Office Manager: Employer -Event Solution International June 2000 -3une 2003 Duties Include: Meeting and Event Coordination -- program design and development from inception through contract interacting with clients and vendors to Coordinate meetings and events; Dn -site Event and Meeting Management- managed logistical elements of corporate programs as lead on Operations staff. Coordinated numerous medical meeting series rEOWring: venue rearm for meeting space and sleeping morns cenb'act execution; food and beverage arrangements; transportation arrangements and audio visual arrangements. General clerical duties, off ce /aaonnting management as company grew. Full-time secretary: Employer -Aliso Viejo Ctwrdi of the Crom August 1999 -tune 2000 Duties include: assisting students, parents, and teachers with needs relating to school, maintenance Of Wheol's student database, tuition billing, and accounting fo school, ordering and processing of supplies far school, and assisting principal as needed. Typing speed-40wpm. Part-time secretary: Employer - Lutheran Church of the Goss. November 1998- AUgUSt 1999 Duties Include: weekly processing of church newsletters and bulletins, input and maintenance of SdxdMIrcW data base for new elementary school, creating student files. Typing speed40 wpm Owner: The Basket Tree, Afiso Viejo, CA January 1997- June 2002 Create and publish basket patterns in magazine farm whtdh is marketed across the United States. Duties include typing, setting up format and copying five Issues a year. Duties also include accburitirg and advertising In relation to the bushes. Owner: The Basket Tree, Pho:nlx, Ara September 1994 - November 1996 Manufactured and marketed handmade baslr^m through wholesale and retail means. Opened a storefront and operated a retail craft business which also offered basket weaving dasses, Duties Included accounting, advertising, inventory, and manufacturing. Paralegal: Deming & Hughey, Attorneys at law, Kalamazoo, MI September 1960 - August 1981 Perforated a wide variety of duties assisting a group of attorneys. Duties included Interviewing clients, overseeing secretaries, reviewing documents, filing documents at the court, and legal research. EDUCJITIOri Graduate of Carmen High School, Flint, Michigan (June, 1978) Received A.A.S. Degree in Paralegal Technology from Ferris State University, Big Rapids, Michigan (May, 1980) SOFTWARE EXPERIENCE MS Windows, Microsoft Word, Excel, Qukkbooks Pm, SchnGMinder 20702 El Tor:: Read. Unit 4 Lake Forst, California' 92630 Home: (949) 455 -9544, Cell: (714) 325 -1256 laurakokol @sbcelobal.net EXECUTIVE ASSISTANT Over 16 years of experience in customer relations, operations and project coordination. Specialization is in facilitating department productivity, skill sets and leading and implementing change in a high paced environment. Professional Experience Dinwiddie Events January 2005 to Present ASSISTANT COORDINATOR Provide support to the Project Manager by maintaining task calendars and client databases. Coordinate mailings that pertain to events. Process and track ticket sales, compile bank deposits provide reports to clients. Attend events for set up, attendee check -in and tear down. Amen Clinics, Inc. March 2004 to December 2004 EXECUTIVE ASSISTANT Provide administrative support to the Medical Director, President and General Manager. Act as primary liaison with human resource consultants. Maintain personnel files, create files for new employees, perform orientations for new personnel. AM as main contact person for building management company regarding facilities, telephone vendor regarding phone system and malpractice insurance carrier, completing applications to add new professionals to policy. Coordinate hovel arrangements for executive staff and perspective employees. Coordinate internal projects as assigned by executive staff. South Counties Pediatric Critical Care October 2001 to February 2004 DIRECTOR OF BUSINESS DEVELOPMENT Position encompasses both South Counties Pediatric Critical Care Group and Newport Children's Medical Group. Assist Chief Executive Officer (CEO) with the coordination of special projects directly related to either or both groups. Provide operational and administrative support for CEO in communicating business goals to all satellite locations and their personnel. Develop new processes and assist with their implementation and/or systems evaluation and modernization. Coordinate and provide any new training involved with the implementation of any new processes. Consult with IT personnel regarding network issues for all satellite locations. Representative and key contact person for IPA personnel, billing company, accounting companies, employee benefits group and clinical research coordinators. Review of billing and collection reports submitted to insurance providers. Evaluate new vendors and coordinate purchases of capital assets. Assist KCMG Office Managers and Supervisors with operational issues as needed. Hill Partnership Inc. September 2000 to September 2001 OFFICE MANAGER Manage the daily operations of an architectural firm and coordinate special projects. Acting liaison with IT Consultants, troubleshoot application problems and provide training for new software. Support 19 architects as well as 4 principal executives with scheduling of appointments, processing contracts and proposals, editing of technical specifications, and client correspondence. Assist Marketing with desktop publishing of proposal presentations and collateral on NIS PowerPoint and Quark. Human Resource duties include attending quarterly Labor Law seminars, providing updates for Employee Handbook and orientation of new employees. -ge TWO AT&T Wireless Services W ARRAI TX EXCRANGE SUPERVISOR • August 1495 to March 2000 Manage the Warranty Exchange Call Center for this international telecommunications company. Communicate ATTWS goals to team members throughout the Regional Service Division to ensure they receive the proper tools, training, information and motivation to achieve those goals. Headed Employee Swap- A -Thon Project, supplying sales staff of 2000 with new cellular equipment, establishing the model for future processes. Supported External Affairs Department with public relations projects such as: e Safe School Project: donating 700 phones to schools throughout Los Angeles and Riverside Counties. o Call to Protect/United Way. donating 200 cellular phones to shelters for victims of domestic violence. o Reduced spending of out- sourced vendors from 525,000 to $3,000 per month. L.A. Cellular Telephone Company December 1993 - August 1995 ASSISTANT BRANCH MANAGER, MAJOR ACCOUNTS OPERATIONS • Launched the Direct Fulfillment Project by implementing, presenting and providing training for eight locations. • Supervised Operations Department that supported sales staff by activating new customers with cellular service. • Ordering, receiving and tracking inventory transfers of cellular equipment from central distribution and other store locations. • Maintained store accounts receivables and banking. Education aachelors of Science Degree, Business Management University of phoenix, La Mirada, California RMfessional Skill$ Excellent problem solving skills, systems evaluation, solution implementation, project coordination, word processing, spreadsheet, presentation, flowchart, desktop publishing/graphics and project software, excellent oral and written communications skills. 03d0912005 14:44 8005494 PACIFIC GROUP E PAGE 02!03 1EMAC 600 City Parkway West, Sulfa 410 Orange )712 Tel (714) 998.0251 Fax (714} 712 -7373 82 CA License 0434876 GENERAL AGENCY LEMACGA.COM CERTIFICATE OF INSURANCE # 1770 A Marche, zoos Evidencing Placement of Coverage Insured: Dlnwiddis Events Agent: Pacific Group Agencies, Inc. 1048 Irvine Avenuag#439 25876 The Old Road, #11 Newport Beach, CA 92660 -4602 Santa Clarita, CA 91381 -1713 certificate Is effective: 12:01 AM 0310710.5 to 12:01 AM 06107/05 unless cancelled or replaced by the Policy. Policy is effective: 12:01 AM 03107/05 to 12:01 AM 03107100. LEMAC a ASSOCIATES. INC. certifies that, per your request, the following insurance has been effected with the insurance company shown below_ Please note all terms end conditions and notify us immediately if there are any discrepancies. Terms and conditions bound may not be as specified on the application. Polley warding is subject in all respects to the terns, conditions and limitations of the policy in current use by the insurer unless otherwise specified. This Certificate is subject to alt the terms and conditions of the policy being Issued. This Certificate shall be automatically terminated and voided by delivery of the policy to the Insured's Agent or representative. Company Evanston Insurance Co. Assigned Policy # E0824006 Coverage: COVERAGE, DEDUCTIBLE, PREMIUM BASIS Per Evanston insurance Company authorization which fol ows. Terms: PLEASE MAKE SPECIAL NOTE OF "TO BIND COVERAGE' AND "SUBJECT TO" SECTIONS Requirements Coverage is subject to receipt of the following Items by 03(22105 after binding: ' Sample Contracts for Services provided by the applicant to Its clients INSURANCE Al ED Premium $ 2,600.00 Broker Fee 250.00 State Tax 75.00 DA RISK MAN—AM Stamp Fee 5.63 Total $ 2,830.85 NO FLAT CANCELLATIONS PAYMENTTERMS: Entire net premium is due In 15 days. We are not requiring a deposit from you because you have a Producer's Agreement In force with LEMAC guaranteeing the payment of all premiums. Any extension of credit to the Insured is solely at your own risk We suggest you collect a deposit. WE EXPECT YOU TO COLLECT FROM THE INSURED A DEPOSIT EQUAL TO THE MINIMUM EARNED PREMIUM PRIOR TO BINDING. YOUR REQUEST TO BIND THIS QUOTE WILL ALSO BE AN ACKNOWLEDGEMENT THAT YOU HAVE COLLECTED THIS DEPOSIT, UNLESS YOU ADVISE US TO THE CONTRARY. Flnenced premiums are still due in accordance with the above terms, unless other arrangements have been made with LEMAC prior to binding. William Vecchio Dated at: Orange CA, 03(08105. Direct # 7141712-0312 bvecchio®lemacassociates.com 03/08/2005 14:44 9005450 PACT-FTC CROUP PACE 03/03 • Date: March 8, 2005 FROM: Wiliam Vecchio LEMAC & ASSOCIATES INC Orange, CA RE: Coverage Binder for DINWIDDIE EVENTS Message: This is to confirm that EVANSTON INSURANCE COMPANY is binding coverage as described below subject to receipt and review of The following additional information by Marf2212005: Sample Contracts for services provided by the applicant to its clients. Named Insured: DINWIDDIE EVENTS 2041 Westminster Avenue Costa Mesa, CA 92627 Policy Form: MG 843 - 2122/99 - Service and Technical Professional Liability Insurance Policy (Cialrns Made) Policy No.: E0824006 Policy Period: March 7. 2005 to March 7, 2006 Limits: $1,000,000 1 $1.000,000 Deductible; $2,500 Annual Premium: $2,500.00 (does not include applicable stale taxes, fees or surcharges) Retroactive Date or Prior Acts Exclusion date If applicable: Policy inception Professional Sarvicas If applicable: Event Planning Services Endorsemants: 1. EIC 4115-01 25a/a Minimum Earned Premium Endorsement 2. ZZ- 44003.02 Certified Ads of Terrorism Exclusion 3. ZZ- 49001.03 Calfomla Service of Suit 4. EIC 4423 Additional Exclusions - Event Services Please forward the the attached Policyholder Disclosure Notice of Terrorism Insurance Coverage to the insured. issuing cadtilcafes of insurance: Please note that any Certificate of Insurance issued for the captioned policy should include the policy period Nmft(s) ofUabllfty and deduclible(s). if coverage is claims mado it should be so stated. 02/24/2005 11:14 545- 542 -2422 St Century InsAnce 215t.com 1- 800 -211 -SAVE DINWIDDIE EVENTS FAGS 02/05 dx INSUREDSS COPY. 121004- 315 -038 -1 AUTOMOBILE POLICY DECLARATION PAGE ?Z-.GI A.M. PACIRC TIME I AP 3249695 N= 03/10/06 I.. AMENDED DECLARATION EFFECTIVE DATE 12/04/04 REASON FOR AMENDMENT - EXCLUDE DRIVER NAMED INSmIEn AND ADDRESS -- LOSS PAYEE ANDJOR ADDITIONAL INSURED AUDMSISEE REVERSE) VEH 3 FLETCHER JONES MTR CAR 3300 JAMBOREE RD JANIS E DINdIDDIE • -�•` HE9POR. BEACH CA 92660 2041 WESTMINSTER AVE \... COSTA gESA CA MESA 92627 (! Ifly ��iCE �P � ,P �.�'" When aNSChed to Iha P Ia0 aF AY10 PINIC Y.1 heio decla e i tl 1 I 1997 1997 1994 "RD CARAVAN MBNZ C230 ACCORD LX 2B413P44R4VR15S131 HDBHA23EBVF473473 11H000563SIZA181850 P ATDVmmi W ATUM CD W mo 92627 92627 92627 6000 {II 12000 .�1 6000 r 2 3 4 3 JANIS DINWIDDIE 40 0 ¢DO 2 HARLES L STEENROD 40 0 COO 4 ILLIAM STEENROD O1 0 MIFF COVERAGE IS PROVIDED WHERE A PREMIUM ANO A LIMIT OF LIABI VTY ARE SHOWI< FOR THE COVERAGE A. 80411y Nlery •.oal,art n.s, nO t nmm R t zoolood Each Pe,Pon $300,080 Each ACCIdWA A2 66 313 D. PrIlIps,%, Dame $ 50,000 E39bACCIdtM 60 C. IAMlical p4manu S 2 000 Eace Pagan 29 93 0. UMnmted M t S 00, 000 Each Parza 11300, 900 Each Aectdt[d 23 1 D qe_M fE TO YOUR HICLE acruAL CA1H E. COMPREHENSIVE VAWS tI0{ 0 0 30 OEbUCRBLE C SIO S Dad, d i Ded. Drd. Vic 94 01. UNINSURED MOTORIST. PO DIED NAIVE DIED NAIVE MOD MAX 5 7 J. ADDITIONAL EQUIPMENT S TOTAL S 1,,006 TOTALS 1.000 TOTAL TOTAL RROT Mwa M AUTOMATICALLY INCLUDED YIITH COMPRENEN" DR S INCL S 1,000 INCL S 1, 000 1NCL tHrL COLLISION. ADDn10NALCevf 'ID OPTWRAL 0ADDT. ADO'L a. {5b e e leMl. ItAOmd DIC xNCL INC H. RENTAL REIM8URSEMENT 025 por dal 0756 Maxlwual 21 �Ji'� - TCE- 9(DRIVER EXCLUSION)l21/04 Sae Below I2 /gyp /04 PRESIDENT GATE EX I Flwludsd DrIvars - STATEMENT OF ACCOUNT FOR POLICY 3249695 - EXITHINIAS STEENROD ADDITIONAL PREMIUM .00 PRIOR BALANCE ................ 0 .DO OUTSTANDING BALANCE .......... 0 .00 DUE DATE -. -DUE AM BILLED ON {p 16 0ai{H{ Per Nataear Cara cell I- Ma-ef3 -1150, .. visit Met.esm TA mace policy chwkol. F00 NIur prnl,o, wW .Aral Rglwr Le l e. -t IneMrwynn COR1beMV 0301 O{yensmbAtth AVanoa Woodland HIDS, CaRIOMla 91367 FEE..2c C5 UMON) LE 40 : NSURANCE SVCS 6618 66i 9585 PACE 1/2 �n CER IF &T F LIAE31LI 9 INSUR NC10 DATE 02/M/%YI 0 PRODUCER (818) 881 -8900 FAX (818) B81 -8922 Wheatman Insurance Services LLC License #006866 6345 Balboa Blvd., Suite 2SS Encino, CA 91316 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ALTER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC 0 INBMRso Dinwiddle Events 1048 Irvine Avenue, 0439 Newport Beach, CA 92660 -4602 INBURERA Great Divide Insurance Co. 25224 INBURms, State Compensation Ins. Fund 10030 INSURER C: 08/12/2004 INSURER 0: EACHOCCURRENCE INSURFA E: D ETORENI'EO THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN, ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. :U6 D AeOVe otsmaRD POLICIES e6 CARCELLED BEFORE THE e ANYOPTH TYPe OF INUNUINCE POUCYNUMBLTI IMLIL/FFECFNLIMITS Attn: Mario Knight, Dir., Recreation BUT FAIL MAI 0 CD EHAL P NGOBLIGA710NORUAMIUTY 7AX um GENERAL LIABILITY COMMERCIALOENERALLABILITY MADE Q OCCUR GC267873 08/12/2004 08/12/2005 EACHOCCURRENCE 7 1 000 00 D ETORENI'EO S TOO OOCLAIMS MED EXP IAAY me P .."I S S 00( PERSONALSAOVINJURY S 1,000 000 GENERALA00REGATE 1 21000 QQ OEM AGGREGATE LMT APPLIED PER T POLICY F1 PRDT LOC PRODUCTS• COMPIOP A00 S 1,000,00 AUTOMOBILE LIABILITY ANKAUTO ALL OWMDAUTOB SCHEDULEDAUTOS INREDAUTOS NDH -01VNE0 AUTOD COMBINED SINOLE LIMIT MR PCPid�m) S BODILY INJURY (PMPlewro 3 BODILYINJURY (Per&WdAM) S PROPERTYQAMAOE IF" ACNdPM) 3 GARAGE LHIDMJYY ANYAUTO AUTO ONLY• EAACCIDEW S OTHER TNAN EAACC AUTO ONLY: ADO 3 S GXCBMSrUMBRDWIUADIUW OCCUR 0 CLAIMS WOE DEOUCTBLE RETENTION e EACH OCCURRENCE S A010E0ATE e 3 _ 1 B WORXERSCOMPENBATmNAND EMPLOYERS' LABILITY OFFICERRINEMNER EXCLUDED? CUTNE II o. d.a UMN S�ECML PR AfISIOHD bmw 173560704 03/01/2004 03/01/2005 we Ai CTH• 9L EACH ACCIDENT 3 11000,00 E.L. OIePA88 - EA EMPLOYEE E 1,000,000 E.L. DISEASE • POLICY LIMB I S 1,0001000 OTHER e i�l cate rho dar�snA dlit ona{ SnssusadA�ut o as NrespeecctPRO-V40 s rility arising out of the Named nsured$ operations or services provided to the Certificate holder, it's elected or, appointed officers, fficials, employees, agents or volunteers. Except 10 Days Notice of Cancellation for Non- Paymant of Premium. ACORD 25 (2007700) FAX: (949)644 -3155 OACORD CORPORATION 1999 :U6 D AeOVe otsmaRD POLICIES e6 CARCELLED BEFORE THE e ANYOPTH RVIRATION DATETHEREDF, THE IMBUING INSURER WILL ENDEAVOR TO NAIL City of Newport Beach, at al 30• DAVE WRITTEN NOTICE TO THE CZR7Fi4TO HOLDER NAMED TO THE LEFT, Attn: Mario Knight, Dir., Recreation BUT FAIL MAI 0 CD EHAL P NGOBLIGA710NORUAMIUTY 3300 Newport Blvd. aP RWDUP T ITe 00. REP ENTATNE6, ANTN ePA A Newport Beach, CA 92658 -8915 ACORD 25 (2007700) FAX: (949)644 -3155 OACORD CORPORATION 1999 03/.10! 2905 17:09 949- 542 -?422 POLICY NUMBER: GC267873 D= NW?DDIE EVEIL.FS PAGE 01 • COMMERCLAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ rr CAREFMLY. ADDITIONAL INSURED --- OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE City of Newport Beach, It's elected or appointed officers, officials, employees, agents or volunteers 33M Newport Blvd. Newport Reach, CA 92658-8915 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 20 10 1185 Copyright, Insurance Services Office, Inc., 1984 ital Projects and � i( _ s Administration Canaan Encumbtancc.". I Vold-100 Project Title: Newport Beach Centennial - Coordination Consultant Project Manager: Marie Knight Date: CIP Page Vendor Name: Dimviddie Events Vendor Number: 0277 Vendor Address: 1048 Intine Ave., 9439 Newport Beach, CA 92660 -4602 Phone. (949) 6443157 Description of Services: Consultant for services - lattice Dimviddie to serve as Project Manager j for the Centennial per terms of the "Professional Services Agreement ` witb Dinviddic Events for Centennial Coordination." �% 1 'Additional Comment's: ($33,249 encumbered in FY04 /05 .15% deposit of $18,762 & 3 coos. Consultant fee at $4,829 per mo.) Fund Division Pro ect Number & Title Amount- Available Balance Amount: 0129 0129 8075 - Consultant fees, remaining 12 mos. Q $4,829 8075 - Reimbursable expenses $57,94B.00 Subtotal $33,803.00 $0.00 Total: $91,751.00 Dept TOTAL $91,761.00 I Administrative Setvices Department Authorization: Date: Date: Fund Division ]Project Number & Title Amount: I Available Balance Subtotal $0.00 Dept TOTAL $91,761.00 I Administrative Setvices Department Authorization: Date: Date: 0 PROFESSIONAL SERVICES AGREEMENT WITH DINWIDDIE EVENTS FOR CENTENNIAL COORDINATION ••i_k. i THIS AGREEMENT is made and entered into as of this day of 1Li'•&u 2005, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and DINWIDDIE EVEN.T.S a corporation whose address is 7048 Irvine Ave, 4439, Newport Beach, Calitomia, 92660 ( "Consultant "), and is made with reference to, the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the pgwer to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to conduct a series of events and activities in commemoration of its Centennial anniversary. C. City_has established the City Centennial 2006 Committee ( "Centennial Committee ") to guide City staff in the Centennial event planning, and to ensure that the Centennial events and celebrations are created and supported by the community. D. The Centennial Committee is responsible for making recommendations to the City Council on the allocet'ion of Centennial budget funds, as weft as recommending the type of materials to be produced and events to be held in conjunction with the Centennial celebrations-. E. City desires to engage Consultant to serve as Project Manager for the Centennial. F. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. G. The principal member of Consultant for purposes of Project, shall be Janis Dinwidddie. H. City has solicited and received a proposal from Consultant (Exhibit A), has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows-. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 39 st day of January, 2007, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit B and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. a LIME OF PERFORMANCE .Time is of the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this i Agreement by City. , Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 32 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, email, fax, hand - delivery or mail. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Estimated Expense Budget attached hereto as Exhibit C and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and sub - consultant fees, shall not exceed One hundred twenty-five thousand dollars and no /100 ($125,000) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. ----- 4.1-- Consuitantshall-be- paid -a- depositin-the amounYof $18 62- (78 %oftotal compdh ti n upon execution of this agreement. Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work, and a description of any reimbursable expenditures. City shall pay Consultant a monthly fee of $4,829 no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of sub - consultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. 2 0 0 ERABILITY tf any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matteis relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF A Munic' City Attorney r, ` ia Mayor Ci yy of Newport Beach ff ° I" City of Newport ATTEST: \ �7 _ y CONSULTANT: Attachments: Exhibit A - Consultant Proposal Exhibit B - Scope of Services Exhibit C - Estimated Expense Budget Exhibit D - Consultant Additional Project Personnel List 11 o Gr� r, Ce-7-te El -- 20KC16 Expcns�-, Bu�- f - _.._J' ,.05, Dinwiddie Events I.30.05 jAdrninisiratfon $45,000 JfAeetimg attendance; -general admlnistmtion, preparation of reports lAttendance at everflS and activities; public presen'tabons lGeneral interface with Committees and City staff Maintenance of OMICe-and LP ,qLjlpMQoLd=msol-cnaiWe,n2nC nd_storage--- Administrative tasks, correspondence, general communication Dedicated phone line' (including monthly charges) (Tharoes for Lono Disdamp nrinll-free momhor mric0finnnil Dinwiddie Events I.30.05