MEETING DATE: February 2, 2009
AGENDA ITEM: Award of Professional Services Agreement to
Gary Mandell to provide Producer services for the
2009 Culver City Music Festival.
ATTACHMENTS
Pages
1. 2008 Culver City Music Festival Program/Flyer 1-4
2. 2009 Agreements with Gary Mandell for Producer 5-17
Services
3. Timeline for Cultural Affairs Commission Participation 18-20
in Culver City Music Festival work program
ATTACHMENT 1
1234Contract No. 2009-001
Page 1
CULVER CITY REDEVELOPMENT AGENCY
& CITY OF CULVER CITY
STANDARD FORM CONTRACT
WITH: Gary Mandell
FOR: 2009 Culver City Music Festival - Producer Services
THIS AGREEMENT is made and entered into by and among THE CITY OF
CULVER CITY, a municipal corporation hereinafter referred to as “City”, THE
CULVER CITY REDEVELOPMENT AGENCY, a public body, corporate and
politic, existing under and pursuant to the laws of the State of California,
hereinafter referred to as "Agency," and GARY MANDELL (of Boulevard Music
Productions), hereinafter referred to as the Music Festival Producer ("Producer").
1. PRODUCER’S SERVICES. Producer agrees to perform during the term
of this Agreement, the tasks, obligations, and services set forth in the
"Scope of Service" attached to and incorporated into this Agreement as
Exhibit "A."
2. TERM OF AGREEMENT. The term of this Agreement shall be from the
effective date pursuant to Paragraph 27 of this Agreement and shall end
on the earlier of:
a. September 30, 2009;
b. Termination, pursuant to Section 22;
c. Exhaustion of approved compensation, pursuant to Exhibit B;
d. Or as otherwise modified, pursuant to Section 19.
3. PAYMENT FOR SERVICES. Agency shall pay for the services performed
by Producer pursuant to the terms of this Agreement, the compensation
set forth in the "Schedule of Compensation" attached to and incorporated
into this Agreement as Exhibit "B." The compensation shall be paid at the
time and manner set forth in said Exhibit "B."
4. TIME FOR PERFORMANCE. Producer shall not perform any work under
this Agreement until (a) Producer furnishes proof of insurance as required
under Paragraph 7 of this Agreement; and (b) Agency gives Producer a
written and signed Notice to Proceed. All services required by Producer
under this Agreement shall be completed on or before the end of the term
of the Agreement.
5. DESIGNATED REPRESENTATIVE(S). Gary Mandell shall be the
designated Producer, and shall be responsible for job performance, which
ATTACHMENT 2
5
Page 2
includes negotiating and contracting with musical artists, production
management and house management, as well as developing and
implementing the marketing plan for the 2009 Culver City Music Festival.
The Producer shall be responsible for coordinating with City Staff
throughout the concert season. Producer’s work shall not adversely
impact Agency planning or scheduling and staffing for the series. Should
the Producer conclude concerts after the agreed upon time, any resulting
overtime costs for City staff or other City contractors will be at the
Producer’s expense and deducted from any amount of compensation
owed to Producer under this Agreement. Overtime costs shall be
computed at an hourly rate, or fraction thereof, not to exceed $130.00 per
hour. Producer's professional services shall be actually performed by, or
shall be immediately supervised by, the Producer Representative.
6. HOLD HARMLESS. Producer shall be responsible for any and all injuries
to or death of any person, and for any and all damage to any and all real
or personal property including City’s, Agency's or others, caused by or
resulting from any acts, errors or omission of Producer, its employees or
its agents arising out of or connected with rendition of services hereunder.
Producer shall defend, hold harmless and indemnify City, Agency and
each of their officers and employees from any and all liability claims,
including costs, for damages to real or personal property, or personal
injury or death, resulting from Producer's, its employees or agent's acts,
errors or omissions arising out of or connected with rendition of services
hereunder.
7. INSURANCE. Without limiting its obligations pursuant to Section 6 of this
Agreement, the Consultant shall procure and maintain, at Consultant’s
own cost and expense and for the duration of this Agreement, insurance
coverage as set forth in "Insurance Requirements" attached to and
incorporated into this Agreement as Exhibit "C.”
8. MUSIC FESTIVAL PRODUCER STATUS. City, Agency and Producer
agree that Producer, in performing the services herein specified, shall act
as the Music Festival Producer and shall have control of all work and the
manner in which it is performed.* Producer shall be free to contract for
similar service to be performed for other employers while under contract
with City and Agency. Producer is not an agent or employee of City or
Agency, and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits City or Agency provides for its employees.
Producer shall be responsible to pay and hold City and Agency harmless
from any and all payroll and other taxes and interest thereon and penalties
therefore which may become due as a result of services performed
hereunder.
9. NON-APPROPRIATION OF FUNDS. Payment due and payable to
Producer for current services is within the current budget and within an
6
Page 3
available, unexhausted and unencumbered appropriation of Agency. In
the event Agency has not appropriated sufficient funds for payment of
Producer services beyond the current fiscal year, this Agreement shall
cover only those costs incurred up to the conclusion of the current fiscal
year.
10. ASSIGNMENT. This Agreement is for the specific services with Producer
as set forth herein. Any attempt by Producer to assign the benefits or
burdens of this Agreement without written approval of City and Agency
shall be prohibited and shall be null and void; except that Producer may
assign payments due under this Agreement to a financial institution.
11. RECORDS AND INSPECTIONS. Producer shall maintain full and
accurate financial records with respect to all services and matters covered
under this Agreement. Agency shall have free access at all reasonable
times to such records, and the right to examine and audit the same and to
make transcripts therefrom, and to inspect all program data, documents,
proceedings and activities.
12. OWNERSHIP OF PRODUCER’S WORK PRODUCT. City and Agency
shall be the owner of any and all computations, plans, correspondence
and/or other pertinent data, information, documents and computer media,
including disks and other materials gathered or prepared by Producer in
performance of this Agreement, or at any earlier or later time when the
same may be requested by City or Agency. Such work product shall be
transmitted to City or Agency within ten (10) days after a written request
therefore. Producer may retain copies of such products. All written
documents that are intended for public review shall be provided to City
and Agency in a format suitable for posting on the Internet.
13. NOTICES. All notices given or required to be given pursuant to this
Agreement shall be in writing and may be given by personal delivery or by
mail. Notice sent by mail shall be addressed as follows:
To City &Agency: Culver City Redevelopment Agency
Attention: Sol Blumenfeld
9770 Culver Boulevard
Culver City, California 90232-0507
To Producer: Gary Mandell, Boulevard Music
Productions
4316 Sepulveda Blvd.
Culver City, CA 90230
14. TAXPAYER IDENTIFICATION NUMBER. Producer shall provide City and
Agency with a complete Request for Taxpayer Identification Number and
Certification, Form W-9, as issued by the Internal Revenue Service.
7
Page 4
15. PERMITS AND LICENSES. Producer, at its sole expense, shall obtain
and maintain during the term of this Agreement, all appropriate permits,
licenses, and certificates that may be required in connection with the
performance of services under this Agreement including, but not limited to,
a Culver City business tax certificate.
16. APPLICABLE LAWS, CODES AND REGULATIONS. Producer shall
perform all work in accordance with all applicable laws, codes and
regulations required by all authorities having jurisdiction over such work.
Producer agrees to comply with prevailing wage requirements as specified
in the California Labor Code, Sections 1770, et seq.
17. PURCHASES OF SUPPLIES AND MATERIALS WITHIN CULVER CITY.
For work performed, Producer agrees to seek bids for supplies and
materials from businesses located within the City of Culver City, with the
intent to make purchases from these businesses if such purchases can be
made at competitive prices.
18. RIGHT TO UTILIZE OTHERS. City and Agency reserves the right to
utilize others to perform work similar to the services provided hereunder.
19. MODIFICATION OF AGREEMENT. This Agreement may not be
modified, nor may any of the terms, provisions or conditions be modified
or waived or otherwise affected, except by a written amendment signed by
all parties hereto.
20. WAIVER. If at any time one party shall waive any term, provision or
condition of this Agreement, either before or after any breach thereof, then
no party shall thereafter be deemed to have consented to any future
failure of full performance hereunder.
21. COVENANTS AND CONDITIONS. Each term and each provision of this
Agreement to be performed by Producer shall be construed to be both a
covenant and a condition.
22. RIGHT TO TERMINATE. Agency or City may terminate this Agreement at
any time, with or without cause, in either or both of their sole discretion,
with ten-days’ (10-days’) written notice.
23. EFFECT OF TERMINATION. Upon termination as stated in Paragraph 22
of this Agreement, Agency shall be liable to Producer only for work
performed by Producer up to and including the date of termination of this
Agreement, unless the termination is for cause, in which event Producer
need be compensated only to the extent required by law. Producer shall
be entitled to payment for work satisfactorily completed to date, but in no
8
Page 5
event more than the fees set forth in Exhibit "B" attached hereto. Such
payment will be subject to Agency's receipt of a close-out billing.
24. GOVERNING LAW. The terms of this Agreement shall be interpreted
according to the laws of the State of California. If litigation arises out of
this agreement, then venue shall be in the Superior Court of Los Angeles
County.
25. LITIGATION FEES. If litigation arises out of this Agreement for the
performance thereof, then the court shall award costs and expenses,
including attorney's fees, to the prevailing party. In awarding attorney's
fees, the court shall not be bound by any court fee schedule but shall
award the full amount of costs, expenses and attorney's fees paid or
incurred in good faith.
26. INTEGRATED AGREEMENT, This Agreement represents the entire
Agreement between City, Agency and Producer for the Producer’s
Services hereinunder, and all preliminary negotiations and agreements are
deemed a part of this Agreement. No verbal agreement or implied
covenant shall be held to vary the provisions of this Agreement. This
Agreement shall bind and inure to the benefit of the parties to this
Agreement, and any subsequent successors and assigns.
27. EFFECTIVE DATE. The effective date of this Agreement is the date it is
signed on behalf of Agency, and shall remain in full force and effect until
amended or terminated; provided, that the indemnification and hold
harmless provisions shall service the termination.
GARY MANDELL
_______________ _______________
Gary Mandell Date
Producer
CULVER CITY REDEVELOPMENT AGENCY
By:___________________________ ________________
Jerry Fulwood Date
Executive Director
(Signatures continued on page 6)
9
Page 6
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
__________________________
Agency General Counsel
CITY OF CULVER CITY
By:____________________________ ________________
Jerry Fulwood Date
City Manager
APPROVED AS TO CONTENT: APPROVED AS TO FORM:
_____________________ ________________
Sol Blumenfeld Carol Schwab
Community Development Director City Attorney
APPROVED AS TO FINANCING: APPROVED AS TO BUSINESS
TAX CERTIFICATE:
_____________________
Jeff Muir Treasury Division
Chief Financial Officer
Acct. No.
10Contract No. 2009-001
EXHIBIT A
CITY OF CULVER CITY &
CULVER CITY REDEVELOPMENT AGENCY
WITH: Gary Mandell
FOR: 2009 Culver City Music Festival – Producer Services
SCOPE OF SERVICE
The Producer shall be responsible for all artist management, production
management and house management as well as marketing for nine (9) Thursday
evening concerts, collectively called the 2009 Culver City Music Festival, which
will take place in The Courtyard at the Culver City City Hall located at 9770
Culver Blvd., Culver City, California, on the following performance dates and
times:
July 9, 2009, from 7:00pm – 9:15pm
July 16, 2009, from 7:00pm – 9:15pm
July 23, 2009 , from 7:00pm – 9:15pm
July 30, 2009, from 7:00pm – 9:15pm
August 6, 2009, from 7:00pm – 9:15pm
August 13, 2009, from 7:00pm – 9:15pm
August 20, 2009, from 7:00pm – 9:15pm
August 27, 2009, from 7:00pm – 9:15pm
September 3, 2009, from 7:00pm - 9:15pm
Producer’s services for the concert series will include the following:
1. ARTIST MANAGEMENT. Musical styles and genres shall be
reviewed with the Cultural Affairs staff and the Cultural Affairs
Commission’s Festivals and Events Subcommittee, prior to booking
musical artists. Producer shall be responsible for the final selection
of musical artists. Producer shall screen talent, negotiate with and
secure musical artists for the 2009 Concert Series by April 30,
2009. Subsequently, Producer will present the Culver City
Redevelopment Agency Administrator with the program of musical
artists, who, in turn, will forward the information to the Festivals and
Events Subcommittee. Producer shall negotiate and implement
contracts with musical artists as appropriate based on common
business practices and budget allocations. Producer shall manage
musical artists exclusively. Producer is responsible for maintaining
a clean and orderly hospitality area in the Patacchia Overflow
1
11Contract No. 2009-001
Room and adjoining kitchen. Producers, Artists and Production
Staff are not permitted in the Patacchia Room.
2. PRODUCTION MANAGEMENT. Producer is responsible for
production management including the supervision and oversight of
the technical direction of the audio vendor, installation of any
additional lighting equipment, and stage management of sound
checks, rehearsals and performances. Producer is responsible for
loading in his own equipment for the concerts. Producer is required
to alert staff at least forty-eight (48) hours in advance for deliveries
and special parking needs. Producer is responsible for selecting
pre-recorded music to be played before and after the
performances, as well as during the breaks. Producer understands
that City and Agency announcements and information may be
required.
3. HOUSE MANAGEMENT. Producer is responsible for house
management including the supervision and oversight of the
audience seating arrangements as well as policies and protection
of the Culver City City Hall Courtyard aisleways designated for the
2009 Culver City Music Festival, protection of City Hall courtyard art
and fountains and adherence to all polices regarding the use of City
Hall grounds. Producer will attend a meeting to review specific
policies and procedures regarding house management duties with
the City’s Staff prior to the first performance of the season.
Producer will provide a minimum of at least one (1) uniformed
security officer on ground level from one (1) hour before show time
until conclusion of each performance. Producer is responsible for
maintaining the agreed upon start and end time as well as for
maintaining a fifteen minute intermission so as not to incur overtime
costs for Agency staff or contractors.
4. MARKETING. Producer is responsible for developing and
implementing a marketing campaign for the 2009 Culver City Music
Festival which will include, but is not limited to press releases,
electronic promotion and print advertisements, flyers, and the event
program. Producer shall be responsible for graphic arts services to
implement the campaign. Producer shall meet with Agency staff to
review Agency media list and marketing requests prior to submitting
proposed plan. Producer shall present the proposed marketing
campaign to the Culver City Redevelopment Agency’s
Administrator for review and comment. Producer shall include
Festival sponsorship names and logos in all applicable materials. It
is agreed that Boulevard Music will be listed as a sponsor in the
official program and that Producer’s name and Boulevard Music will
be listed in all promotional material and advertising. Producer is
2
12Contract No. 2009-001
required to use the Cultural Affairs hotline phone number and the
City’s website address in promotional material and to respond to all
telephone messages received through the hotline and all emails
received through the City’s Festival email address in a timely
manner.
City will provide the following services:
1. City Staff or contracted designee will be responsible for the
setting up of the stage, lighting, seating, tables, Courtyard
aisleway, taping and signage for each performance.
Additionally, the City’s contracted maintenance company shall
be available at each concert providing janitorial maintenance
during and after the performance.
2 City Staff will be on site during each performance to manage any
emergency issues that may arise related to the event.
Exhibit A approved:
______________________ ____________________
Gary Mandell Date
Producer
__________________________ ____________________
Sol Blumenfeld Date
Community Development Director
3
13Contract No. 2009-001
EXHIBIT B
CULVER CITY REDEVELOPMENT AGENCY
& CITY OF CULVER CITY
AGREEMENT WITH: Gary Mandell
FOR: 2009 Culver City Music Festival – Producer Services
SCHEDULE OF COMPENSATION
(Fixed Cost Basis)
1. AMOUNT OF COMPENSATION.
Agency shall pay Producer a lump sum amount of Sixty Thousand Dollars
($60,000) (“Compensation”) as full consideration for Producer’s performance and
furnishment of work, services, and/or materials necessary to complete
Producer’s services described in Exhibit A, including (1) Fifty Thousand Dollars
($50,000) for producer fee, artist fees and hospitality costs, sound and production
costs, house management and security costs; and (2) Ten Thousand Dollars
($10,000) for marketing costs which shall include graphic arts services, press
releases, electronic promotion and print advertisements, flyers, and the event
program.
The above amount shall include all out-of-pocket expenses incurred by Producer
in the performance of such services.
2. BILLING. On or before the effective date of this Agreement, Producer shall
submit an invoice to the Agency at the following address:
Culver City Redevelopment Agency
Attn: Sol Blumenfeld
9770 Culver Boulevard.
Culver City, California 90232-050
3. METHOD OF PAYMENT.
Agency shall pay Producer the Compensation, as follows: Twenty Thousand Dollars
($20,000.00) no later than twenty-one (21) days after this Agreement has been
signed by all parties. Provided services have been satisfactorily performed, as
reasonably determined by Redevelopment Agency’s Assistant Executive Director,
Agency shall pay an additional Twenty Thousand Dollars ($20,000.00) no later than
July 9, 2009 and the final balance of Twenty Thousand Dollars ($20,000.00) no later
than September 3, 2009.
1
14Contract No. 2009-001
Exhibit B approved:
___________________________ _______________________
Gary Mandell Date
Producer
__________________________ _______________________
Sol Blumenfeld Date
Community Development Director
2
15Contract No. 2009-001
EXHIBIT C
CULVER CITY REDEVELOPMENT AGENCY
& CITY OF CULVER CITY
STANDARD FORM CONTRACT
WITH: Gary Mandell
FOR: 2009 Culver City Music Festival - Producer Services
INSURANCE REQUIREMENTS
A. Policy Requirements.
Consultant shall submit duly executed certificates of insurance for the
following:
1. An occurrence based Comprehensive General Liability ("CGL")
policy, at least as broad as ISO Form CG 0001, in the minimum amount of
One Million Dollars ($1,000,000) each occurrence, with not less than Two
Million Dollars ($2,000,000) in annual aggregate coverage.
The CGL Policy shall have the following requirements:
a. The policy shall provide coverage for personal injury, bodily
injury, death, accident and property damage and advertising
injury, as those terms are understood in the context of a CGL
policy. The coverage shall not be excess or contributing with
respect to City's self-insurance or any pooled risk
arrangements;
b. The policy shall include coverage for liability undertaken by
contract covering, to the maximum extent permitted by law.
Consultant's obligation to indemnify the Indemnitees as
required under Paragraph 6 of this agreement;
c. The Policy shall not exclude coverage for Completed
Operations Hazards or Athletic or Sports Participants; and
d. The City of Culver City, members of its City Council, its
boards and commissions, officers, agents, and
employees will be named as an additional insured in an
endorsement to the policy, which shall be provided to the
City and approved by the City Attorney.
EXHIBIT C
Page 1 of 2
16Contract No. 2009-001
2. Automobile Liability in the amount of $500,000/$500,000.
3. RESERVED.
4. Workers' Compensation limits as required by the Labor Code of the
State of California with Employers' Liability limits of One Million Dollars
($1,000,000.00) per accident, if the Agreement will have Consultant
employees working within the City limits.
B. Waiver by City.
City may waive one or more of the coverages listed in Section A,
above. This waiver must be express and in writing, and will only be made
upon a showing by the Consultant that its operations in and with respect to
City are not such as to impose liability within the scope of that particular
coverage.
C. Additional Insurance Requirements.
1. All insurance listed in Paragraph A shall be issued by companies licensed
to do business in the State of California, with a claims paying ability rating of
"BBB" or better by S&P (and the equivalent by any other Rating Agency) and a
rating of A:VII or better in the current Best's Insurance Reports;
2. Consultant shall provide City with at least thirty (30) days prior written
notice of any modification, reduction or cancellation of any of the Policies
required in Paragraph A, or a minimum of ten (10) days notice for
cancellation due to non-payment.
3. City may increase the scope or dollar amount of coverage required
under any of the policies described above, or may require different or
additional coverages, upon prior written notice Consultant.
EXHIBIT C
Page 2 of 2
17Culver City Music Festival
Timeline for Cultural Affairs Commission Participation
2009
Jan-Feb Redevelopment Agency Board considers Gary Mandell as 2009 Producer
CAC Festivals and Events Subcommittee recommend musical styles
Mar-Apr Producer completes programming
Courtesy review of programming by CAC Festivals and Events
Subcommittee and Agency’s Economic Development Subcommittee
May CAC Festivals and Events Subcommittee reviews Producer RFP draft for
2010 concert series
June Cultural Affairs Commission reviews RFP draft and forwards
recommendations to full Agency Board
Agency Board reviews recommendation and approves RFP
Cultural Affairs Commission suggests potential producers
Staff sends out RFP
Jul-Aug 2009 concert series
2010 potential applicants encouraged to attend
CAC Festivals and Events Subcommittee reviews policies for Festival
Sept 2010 applications due
Staff prepares summary of applicants
CAC Festivals and Events Subcommittee reviews summary and suggests
finalists and questions
Oct Designated finalists interviewed by staff panel
CAC Festivals and Events Subcommittee reviews staff recommendation
Nov Cultural Affairs Commission considers finalists and proposed candidate
and forwards recommendation to Economic Development Subcommittee
Cultural Affairs Commission considers recommendations for policies and
forwards recommendation to Economic Development Subcommittee
Economic Development Subcommittee considers recommendations and
meets proposed candidate(s)
Dec Agency Board reviews final recommendations and approves Producer
and policies
ATTACHMENT 3
18Culver City Music Festival
Timeline for Cultural Affairs Commission Participation
2010
Jan CAC Festivals and Events Subcommittee recommends musical styles
Mar Producer completes programming
Courtesy review of programming by CAC Festivals and Events
Subcommittee and Agency’s Economic Development Subcommittee
May CAC Festivals and Events Subcommittee reviews Producer RFP draft for
2011 concert series
June Cultural Affairs Commission reviews RFP draft and forwards
recommendations to full Agency Board
Agency Board reviews recommendation and approves RFP
Cultural Affairs Commission suggests potential producers
Staff sends out RFP
Jul-Aug 2010 concert series
2011 potential applicants encouraged to attend
CAC Festivals and Events Subcommittee reviews policy changes for
Town Plaza
Sept 2011 applications due
Staff prepares summary of applicants
CAC Festivals and Events Subcommittee reviews summary and suggests
finalists and questions
Oct Designated finalists interviewed by staff panel
CAC Festivals and Events Subcommittee reviews staff recommendation
Nov Cultural Affairs Commission considers finalists and proposed candidate
and forwards recommendation to Economic Development Subcommittee
Cultural Affairs Commission considers recommendations for policies and
forwards recommendation to Economic Development Subcommittee
Economic Development Subcommittee considers recommendations and
meets proposed candidate(s)
Dec Agency Board reviews final recommendations and approves Producer
and policies
19
Culver City Music Festival
Timeline for Cultural Affairs Commission Participation
2011
Jan CAC Festivals and Events Subcommittee recommends musical styles
Mar Producer completes programming
Courtesy review of programming by CAC Festivals and Events
Subcommittee and Agency’s Economic Development Subcommittee
Jul-Aug 2011 concert series
20