1 16498.00150\32126437.1
CITY OF FONTANA
PROFESSIONAL SERVICES AGREEMENT
MS-78-DS-23
This Agreement is made and entered into as of October 17, 2022 by and between the City of Fontana, a public agency organized and operating under the laws of the State of California with its principal place of business at 8353 Sierra Avenue, Fontana, California 92335 (“City”), and Meat and Potatoes, Inc., a Corporation with its principal place of business at 4400 W. Riverside Drive, Suite 110 -788, Burbank, California 91505 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Center Stage Theatre Re-Branding Project (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $97,500.00. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed.
Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it sha ll be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
2 16498.00150\32126437.1
the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment unde r the contract for inspection by City.
5. Time of Performance.
The term of this Agreement shall be from November 1, 2022 to May 31, 2023 , unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of th is Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”).
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non - performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non -performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
3 16498.00150\32126437.1
8. Standard of Care
Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
4 16498.00150\32126437.1
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4 ) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability pr ogram may utilize either deductibles or provide coverage excess of a self -insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At al l times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contempla ted under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
5 16498.00150\32126437.1
d. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer’s Liability $1,000,000 per accident or disease (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. e. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25 -S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
f. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior writte n notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroa ctive date is advanced DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
6 16498.00150\32126437.1
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages , except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
g. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be f rom a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
h. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue o f this Agreement.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
7 16498.00150\32126437.1
i. Subconsultant Insurance Requirements . Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consul tant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that te rm is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage L aws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws . It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1) . The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
8 16498.00150\32126437.1
b. If the services are being performed as part of an applicable “public works” or “maintenance” pro ject, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
15. Reserved.
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasona ble value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed duri ng such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the c harges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
9 16498.00150\32126437.1
b. Consultant may terminate its obligation to provid e further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
19. Organization
Consultant shall assign Todd Gallopo as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of Fontana
8353 Sierra Avenue
Fontana, California 92335
Attn: Phillip Burum
[email protected]
CONSULTANT:
Meat and Potatoes, Inc.
4400 W Riverside Dr, Ste 110-788
Burbank, California 91505
Attn: Todd Gallopo
[email protected]
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
10 16498.00150\32126437.1
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those ma tters covered hereunder. Each P arty acknowledges that no repre sentations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, admi nistrators and assigns of each P arty to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or othe r consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
11 16498.00150\32126437.1
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
CITY OF FONTANA
By:
Matthew C. Ballantyne
City Manager
MEAT AND POTATOES, INC.
By:
Attest:
By:
Germaine McClellan Key
City Clerk
By:
Phillip Burum
Deputy City Manager
Approved as to form:
Best Best & Krieger LLP
City Attorney
IN COMPLIANCE WITH CONTRACT INSURANCE REQUIREMENTS
By: ______________________________
Rakesha Thomas
Human Resources & Risk Management Director
IN COMPLIANCE WITH PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES
___________________________________
Jessica Brown
Chief Financial Officer
Purchasing Office
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
12 16498.00150\32126437.1
EXHIBIT A
Scope of Services
OVERVIEW:
Agent will provide creative direction, consulting and design services and work with the City to re-brand the Center Stage Theatre into a modern music venue. Agent will provide the following scope of services.
SCOPE:
Phase 1: Brand development
Agent will begin with a kick -off meeting to download all pertinent information and ideation from the Artist and City, as well as an on-site visit to review the venue, the surrounding town, and all new technology/lighting/sound upgrades that will be made to the venue. This is a key part of the r e-branding development phase that helps visualize possible brand directions and how our brand will connect with the community and artists alike. As Agent develops a venue name and design style, Agent will work alongside the interior designer/architect to establish consistency in design from brand through the interior and consumer experience.
NAMING
Agent will propose naming options that incorporate Artist, his brand essence, etc., in order to position the new venue brand as a relevant and modern entertainment venue with local roots.
BRAND/VENUE STORY
The written concept / brand story will give dimension to the new brand vibe / voice and how it will connect the community and artists.
CONSUMER EXPERIENCE
The intended consumer and artist experience will be outlined early in the re-brand development phase to be used as a guide for everything from brand design to interior design, etc. Developing these experience guidelines help shape the style and design moving forward.
Phase 2: Brand Design
After the venue name has been legally cleared and approved by the City of Fontana, Logo/Wordmark Design phase will begin.
LOGO DESIGN
Agent will provide 3-5 initial logo designs in black and white, with 3 rounds of changes to arrive at the final design. Then a color palette will be developed.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
13 16498.00150\32126437.1
LOGO STYLE GUIDE
Logo usage guidelines, color palette, supporting typeface styles, etc. will be included in a document that represents the “true north” moving forward to keep the visual look of the brand consistent. This guide is useful for the design of all collateral, website, merchandise, etc.
SIGNAGE PACKAGE
Agent will create the on-property signage package for the venue, including a new marquee sign and wayfinding signage package. We will also assess the external lighting on the venue to consult on aesthetics and if additional accent signage would be necessary for the venue. If so, we will design accordingly. M+P will work with the client’s preferred signage vendor for collaboration on signage materials, installation options, concerns & locations. M+P will travel to location for a walkthrough of the property and plot signage locations. If necessary, technical plans and permits will need to be handled by signage vendor. Note: M+P will need any area renderings and/or plan drawings developed by the architectural firm.
Phase 3: Brand Finalization
Agent will complete the branding package by designing materials to set the venue and the booking/sales/promotion team up for success. These materials include, but are not limited to the following:
BRAND GUIDE
A multi-page document will be developed that includes brand story, consumer experience, artist experience, brand pillars, final logo, color palette, additional brand design elements, supporting typefaces, etc.
COLLATERAL
Agent will design supporting collateral for the venue: Business cards, letterhead, email signature.
ARTIST BOOKING DECK
Agent will develop a several page deck to be used as a tool for soliciting artists/talent/management/agents. This will outline, in general terms, the venue specifications, technology, F&B, and artist experience.
SALES DECK
Agent will develop a several page deck to be used as a tool for soliciting private and corporate events. Different from the artist deck, this will outline, in more detailed terms, the venue specifications, technology, F&B and consumer experience.
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0
14 16498.00150\32126437.1
VENUE CALENDAR/AD TEMPLATE
Agent will develop an ad template in several sizes/dimensions for print publications and social media (Facebook & Instagram). In future, these files can be easily updated by the theatre’s inhouse designer to maintain the brand look and feel.
Ongoing obligations:
CONSULTING/PROJECT MANAGEMENT
Agent will work directly with the interior designer/architect to develop a balanced re-design of the environment to achieve the desired consumer experience.
Additionally, Agent will work with all vendors involved in the new venue.
SCOPE HEREIN INCLUDES:
- Creative Direction & Design
- Project management
- Strategic input / Consulting
- 3 rounds of revision per concept, per phase
- Printing/production consultation
- Manufacturing of signage
- Printing of band guide, collateral or sales decks
-
SCOPE HEREIN DOES NOT INCLUDE:
- Stock imagery
- Photoshoots of completed space or of imagery needed for decks. - Travel costs
- Cost or management of legal clearances
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0 10/4/2022
Leavitt Insurance Services of Los Angeles, Inc.
License #0769447
21820 Burbank Blvd, Suite 300
Woodland Hills CA 91367
CL Central
(818)593-7001 (866)886-7468
Meat and Potatoes Inc
10061 Riverside Dr
# 788
Toluca Lake CA 91602-2560
Travelers Casualty Insurance Co of America19046
Travelers Property Casualty Co of America25674
22/23 Master
A
X
X
X
6800S015355 2/25/2022 2/25/2023
1,000,000
300,000
5,000
1,000,000
2,000,000
2,000,000
DEENC Non-Renewal
A
6800S015355 2/25/2022 2/25/2023
B UB1S047431 5/13/2022 5/13/2023
1,000,000
1,000,000
1,000,000
*INSURANCE VERIFICATION**
City of Fontana
8353 Sierra Avenue
Fontana, CA 92335
PJ zcGilmer/PJGILM
The ACORD name and logo are registered marks of ACORD
CERTIFICATE HOLDER
© 1988-2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014/01)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
LOCJECT
PRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:
OCCURCLAIMS-MADE
COMMERCIAL GENERAL LIABILITY
PREMISES (Ea occurrence) $
DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$RETENTIONDED
CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $UMBRELLA LIAB
EXCESS LIAB
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR
LTR TYPE OF INSURANCE POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY) LIMITS
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED?
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS
NON-OWNED
AUTOS AUTOS
AUTOS
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSD
ADDL
WVD
SUBR
N / A
$
$
(Ea accident)
(Per accident)
OTHER:
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
INSURED
PHONE
(A/C, No, Ext):
PRODUCER
ADDRESS:
E-MAIL
FAX
(A/C, No):
CONTACT
NAME:
NAIC #
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
INSURER(S) AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INS025 (201401)
DocuSign Envelope ID: 17147379-1384-4907-919E-602A321FC5C0 Certificate Of Completion
Envelope Id: 1714737913844907919E602A321FC5C0
Status: Completed
Subject: Meat and Potatoes Agreement MS-78-DS-23
Source Envelope:
Document Pages: 15
Signatures: 8
Envelope Originator:
Certificate Pages: 6
Initials: 1
Purchasing Office
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
8353 Sierra Avenue
Fontana, CA 92335
[email protected]
IP Address: 192.146.186.96
Record Tracking
Status: Original
10/18/2022 | 03:17 PM
Holder: Purchasing Office
[email protected]
Location: DocuSign
Signer Events
Signature
Timestamp
Todd Gallopo
[email protected]
CEO / Creative Director
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 76.81.142.142
Sent: 10/18/2022 | 03:32 PM
Viewed: 10/19/2022 | 08:34 AM
Signed: 10/19/2022 | 08:38 AM
Electronic Record and Signature Disclosure:
Accepted: 10/19/2022 | 08:34 AM
ID: 7aacd5f8-d024-4c74-abd1-fb7792fbf768
Phillip Burum
[email protected]
Deputy City Manager
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 10/19/2022 | 08:38 AM
Viewed: 10/24/2022 | 01:41 PM
Signed: 10/24/2022 | 01:41 PM
Electronic Record and Signature Disclosure:
Accepted: 10/24/2022 | 01:41 PM
ID: 7c2f25a1-0117-4db0-855a-bfdc76752ba9
Myletta Tillman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 10/24/2022 | 01:41 PM
Viewed: 10/27/2022 | 12:20 PM
Signed: 10/27/2022 | 12:20 PM
Electronic Record and Signature Disclosure:
Accepted: 10/27/2022 | 12:20 PM
ID: 001b1b5b-c7a3-478c-805e-0a4f43e69a6f
Rakesha Thomas
[email protected]
Director, Human Resources & Risk Mgmt.
City of Fontana
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 10/27/2022 | 12:20 PM
Viewed: 10/31/2022 | 10:51 AM
Signed: 10/31/2022 | 10:52 AM
Electronic Record and Signature Disclosure:
Accepted: 10/31/2022 | 10:51 AM
ID: 3dcafa01-b407-4f9d-a9c7-957a9cac4913
Signer Events
Signature
Timestamp
Ruben Duran
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.243.208.110
Signed using mobile
Sent: 10/31/2022 | 10:52 AM
Viewed: 11/5/2022 | 12:59 PM
Signed: 11/5/2022 | 12:59 PM
Electronic Record and Signature Disclosure:
Accepted: 11/5/2022 | 12:59 PM
ID: 2ee77106-4005-4c0c-a88d-d3f3f23a86d3
Sid Lambert
[email protected]
Purchasing Office
Interwest Consulting Group
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 11/5/2022 | 12:59 PM
Viewed: 11/7/2022 | 10:07 AM
Signed: 11/7/2022 | 10:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jessica Brown
[email protected]
Chief Financial Officer
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 11/7/2022 | 10:07 AM
Viewed: 11/9/2022 | 09:18 AM
Signed: 11/9/2022 | 09:20 AM
Electronic Record and Signature Disclosure:
Accepted: 11/9/2022 | 09:18 AM
ID: 324ec932-6a58-44c9-afaa-02421bb4a372
Matthew C. Ballantyne
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.146.186.96
Sent: 11/9/2022 | 09:20 AM
Viewed: 11/9/2022 | 11:10 AM
Signed: 11/9/2022 | 11:10 AM
Electronic Record and Signature Disclosure:
Accepted: 11/9/2022 | 11:10 AM
ID: 135e1fb9-dbe5-4485-ba3a-f2bdb79a9df4
Germaine McClellan Key
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.201.246.59
Signed using mobile
Sent: 11/9/2022 | 11:10 AM
Viewed: 11/9/2022 | 11:13 AM
Signed: 11/9/2022 | 11:13 AM
Electronic Record and Signature Disclosure:
Accepted: 11/9/2022 | 11:13 AM
ID: c4eed897-0cbe-402c-ab1c-cd93407137f1
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Kathy Kasinger
[email protected]
Records Coordinator
Security Level: Email, Account Authentication
(None)
Sent: 11/9/2022 | 11:13 AM
Electronic Record and Signature Disclosure:
Accepted: 10/4/2022 | 03:01 PM
ID: bd1d899f-2bb4-4fa4-ad6d-f86d187a1e66
Cybele Collins
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 11/9/2022 | 11:13 AM
Viewed: 11/9/2022 | 12:03 PM
Electronic Record and Signature Disclosure:
Accepted: 10/6/2022 | 03:42 PM
ID: 159ce607-d251-456e-8dc5-fa36549d5de1
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
10/18/2022 | 03:32 PM
Certified Delivered
Security Checked
11/9/2022 | 11:13 AM
Signing Complete
Security Checked
11/9/2022 | 11:13 AM
Completed
Security Checked
11/9/2022 | 11:13 AM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Fontana (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
Electronic Record and Signature Disclosure created on: 2/2/2017 | 06:54 AM Parties agreed to: Todd Gallopo, Phillip Burum, Myletta Tillman, Rakesha Thomas, Ruben Duran, Jessica Brown, Matthew C. Ballantyne, Germaine McClellan Key, Kathy Kasinger, Cybele Collins How to contact City of Fontana:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise City of Fontana of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Fontana
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Fontana
To inform us that you no longer want to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to [email protected] and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and
• Until or unless I notify City of Fontana as descri bed above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Fontana during the course of my relationship with you.