16498.00150\32127016.1
AMENDMENT NO. 2
TO THE PROFESSIONAL SEVICES AGREEMENT MS-78-DS-23
BETWEEN
THE CITY OF FONTANA
AND
MEAT AND POTATOES, INC.
1. Parties and Date.
This Amendment No. 2 to the Professional Services Agreement MS -78-DS-23 is made and entered into as of this 25th day of July, 2023, by and between the City of Fontana (“City”) and Meat and Potatoes, Inc. , a corporation with its principal place of business at 4400W. R iverside Drive, Suite 110 -788, Burbank, California 91505 ( “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Consultant. The City and Consultant have entered into an agreement entitled “Professional Services Agreement MS-78-DS-23” dated October 17, 2022 (“Agreement”) for the purpose of retaining the services of Consultant to provide Center Stage Theatre Re-Branding.
2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to add to the scope of services, and increase the not -to exceed compensation amount. The Parties have hereto entered into that Amendment No. 1 dated January 12, 2023.
2.3 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 3 of the Agreement.
3. Terms.
3.1 Amendment. Section 1 of the Agreement is hereby added to the Scope of Services of the Agreement attached hereto Exhibit “A.”
3.2 Amendment. Section 2 (b.) of the Agreement is hereby increased $70,600.00 attached here to Exhibit “A.” In no event shall the total amount paid for services rendered by Consultant under the Agreement exceed the sum of $170,500.00.
3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the
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parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2.
3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.
3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
16498.00150\32127016.1
SIGNATURE PAGE FOR AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT MS-78-DS-23
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 PURCHASING AND CONTRACT ADMINISTRATION POLICIES/PROCEDURES ___________________________________
Jessica Brown
Chief Financial Officer
Purchasing Office
Signature Page
MEAT AND POTATOES – CITY OF FONTANA
CENTER STAGE THEATRE RE-BRANDING PROJECT
CHANGE ORDER REQUEST
06.27.23 OVERVIEW:
Meat and Potatoes will hire photographers to create high quality imagery for the purpose of promoting the venue. These images are necessary for the success of booking the venue with top-tier talent, and for establishing a ‘best in class’ reputation for the venue. All imagery will be used in sales/promo decks to managers/artists/agents for booking, as well as PR, website and social media use. All decks will be updated after each photoshoot and re-circulated to necessary parties for promotion.
The photographers we will be hiring are experts in their field, and we are confident that the quality imagery they will capture/create, with our Art Direction, is necessary to ensure this new remodel/redesign is expressed in the best possible manner for the success of the venue.
Architectural photography:
A 2-day shoot will document the new design of the space without any people in the photographs. This will take place upon completion of construction and prior to opening to the public.
Details: The F&B operator will need to stock all bars for photo purposes. Merchandise will need to be in-stock and available for props in the lobby merchandise area. Some minor lane closure will need to happen for photographing the exterior of the building. M+P will coordinate the shoot with the city, photographer’s representative, and vendor/operator to assure the conditions and appearance of the venue is perfect for the photoshoot.
Concert/crowd/venue photography:
Upon the soft opening of the venue, M+P will have a photographer on-site to capture imagery of crowds in the space and an artist performing on stage. We suggest a more creative approach to crowd photography (long exposure for blurred faces, etc.) to create the energy and vibe of a ‘happening place.’
Concert photography for Sammy Hagar opening night:
The evening of Sammy Hagar’s performance for the opening night, M+P will have a photographer on- site to capture the event, live on stage and backstage (this excludes red carpet photography, that will most likely be a PR arrangement with immediate WireImage posting for media).
Budgets: Photoshoots for web content, sales/promo decks and social usage:
Architectural Photoshoot:
Art direction $5,500 including overnight expenses (2 day shoot) Architectural photographer shoot & expenses: $35k (2 day shoot - 22 final retouched images unlimited use. Photographer retains rights to shoot. Additional retouched images $800 per retouched image - we will not need more than the original 22.)
Concert/crowd/venue photography for soft opening show:
Live photoshoot art direction $1,800
Live photographer fees $4,500 (full buyout)
Concert photography for Sammy Hagar opening night:
Live photoshoot art direction $1,800
Live photographer fees $4,500 (full buyout)
Sales decks:
Signature Page
Design updates after each photoshoot is completed (2) $7,500 Additional: Live photo retouching, additional signage/mural/memorabilia sign design needs beyond original scope, etc.: $10,000
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Total $70,600
Meat and Potatoes will submit invoices in addition to our original contract for these photoshoots and expenses. M+P will only bill the city of Fontana the exact amounts for invoices we receive for photography and include original invoices with any change order billing. If any photoshoot requires an overage charge for any reason, M+P will inform the city of Fontana prior to billing.
IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed this Agreement as of the Effective Date.
Meat and Potatoes, Inc.