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C- PROFESSIONAL SERVICES AGREEMENT
WITH FILML.A., INC. FOR
V FILM PERMIT LIAISON SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1 st day of July, 2024 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
FILML.A., INC., a California nonprofit corporation ("Film Liaison"), whose address is
Radford Studio Center, Bungalow 20, 4024 Radford Avenue, Studio City, CA 91604, 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 desires to engage Film Liaison to oversee, coordinate and manage the City's
commercial film permitting process required by Chapter 5.46 of the Newport Beach
Municipal Code ("NBMC") and activities allowed by permits granted under NBMC
Chapter 5.46 ("Project").
C. Film Liaison possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Film Liaison, has reviewed the
previous experience and evaluated the expertise of Film Liaison, and desires to
retain Film Liaison 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 Effective Date, and shall
terminate on June 30, 2025 ("Original Term"), unless terminated earlier as set forth
herein. Prior to the expiration of the Original Term, the term of this Agreement shall
automatically extend for an additional one (1) year, up to a maximum of two (2) additional
one (1) year terms (each a "Renewal Term"), unless the City provides Film Liaison with
written notice at least seven (7) days prior to the end of the Original Term, or any Renewal
Term, as applicable, that this Agreement will not extend or if Film Liaison provides the
City with written notice at least ninety (90) days prior to the end of the Original Term, or
any Renewal Term, as applicable, that this Agreement will not extend. In any event, the
term of the Agreement, including the Original Term and any Renewal Terms shall not
extend beyond June 30, 2027, without a written amendment to this Agreement.
2. SERVICES TO BE PERFORMED
Film Liaison shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference and pursuant
to NBMC Chapter 5.46 ("Services" or "Work"). City may elect to delete certain Services
within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Film Liaison shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Film Liaison to strictly adhere
to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and
timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Film Liaison shall not be responsible for
delays due to causes beyond Film Liaison'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 within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Film Liaison shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein 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 Film Liaison's control.
3.4 For all time periods not specifically set forth herein, Film Liaison shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. REMITTANCE OF CITY FEES
4.1 "City Fees" shall mean the fees established by the City relating to on -
location filming in the City, including, but not limited to, film permit issuance fees, film
production application fees and fees charged by City departments for services provided
for permittee's activities.
4.2 For film permits issued by the City through Film Liaison, Film Liaison, and
not the film permit applicant, is obligated to pay to the City all City Fees applicable to the
issuance of the permit and associated activities. City agrees Film Liaison is entitled to
collect, prior to issuance of a City film permit, all amounts due to Film Liaison from the
permit applicant; however, Film Liaison shall pay all City Fees to City when due regardless
of whether Film Liaison collects City Fees from the permit applicant. Film Liaison shall
maintain as part of its accounting system a separate account showing the amount of City
Fees collected by Film Liaison.
FilmL.A., Inc. Page 2
4.3 On or before the thirtieth (30th) calendar day of each month during the term
of this Agreement, Film Liaison shall pay to City the full amount of the City Fees owed to
the City with respect to on -location filming within City's jurisdiction in the previous calendar
month. If Film Liaison fails to pay the City Fees to City within ten (10) calendar days of
the date due under this Agreement, any such unpaid City Fees shall be delinquent and
accrue Interest at the rate of ten percent (10%) until paid. Film Liaison's failure to pay City
Fees to City when due is a material breach of this Agreement and an event of default.
4.4 Film Liaison shall maintain adequate records and accounts in compliance
with generally accepted accounting principles to support its payments to City of City Fees.
City may inspect and audit Film Liaison's records at any time upon reasonable written
notice from City's Project Administrator to Film Liaison's Project Manager. Film Liaison's
failure to maintain adequate documentation or willful failure to comply with the City's audit
or inspection requests shall be a material breach of this Agreement and an event of
default.
5. FILM LIAISON FEES
5.1 Film Liaison may charge permit applicants a fee for any service Film Liaison
provides in connection with this agreement. A list of the Film Liaison's current fee
schedule is attached hereto as Exhibit B and incorporated herein by reference. Film
Liaison shall receive no compensation from City for its Services and expenses performed
in connection with this Agreement. City has no contractual obligation to provide any
compensation whatsoever for Services provided pursuant to this Agreement including
any proceeding or service charge for the collection and transmission of City Fees.
5.2 Film Liaison may annually adjust its fees, with such adjustment effective
upon the anniversary date of the Effective Date of this Agreement, by the change in the
U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index (CPI) for the
Los Angeles Metropolitan Area for the preceding period. The preceding period is
determined as the effective date of this contract or no earlier than 120-days preceding the
effective date of the most recent change in fees, whichever is later. Film Liaison shall
notice the Project Administrator in writing at least 30 calendar days prior to implementing
any fee changes with details on revised fee structure. If a fee adjustment exceeds an
increase of five percent (5%) over the fees in effect prior to such adjustment, the Film
Liaison must present justification for such increase and the City's Project Administrator
will determine if it is acceptable or not.
6. PROJECT MANAGER
6.1 Film Liaison shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Film Liaison has designated Paul Audley to be its
Project Manager. Film Liaison shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A 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.
6.2 Film Liaison, 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.
FilmL.A., Inc. Page 3
Film Liaison warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
6.3 If Film Liaison is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
7. ADMINISTRATION
This Agreement will be administered by the Finance - Revenue Division. City's
Revenue Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
8. CITY'S RESPONSIBILITIES
To assist Film Liaison in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Film Liaison, 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 Film Liaison's Work schedule.
9. STANDARD OF CARE
9.1 All of the Services shall be performed by Film Liaison or under Film Liaison's
supervision. Film Liaison 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
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Film Liaison certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
9.2 Film Liaison represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Film Liaison to practice its profession. Film Liaison shall maintain a
City of Newport Beach business license during the term of this Agreement.
9.3 Film Liaison shall not be responsible for delay, nor shall Film Liaison be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Film Liaison's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
FilmL.A., Inc. Page 4
10. HOLD HARMLESS
10.1 To the fullest extent permitted by law, Film Liaison shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers 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 breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Film Liaison's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Film Liaison, 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), and/or if it is subsequently
determined that an employee of Film Liaison is not an independent contractor.
10.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Film Liaison 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 attorneys' 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 Film Liaison.
11. INDEPENDENT CONTRACTOR
11.1 It is understood that City retains Film Liaison on an independent contractor
basis and Film Liaison is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Film Liaison, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Film Liaison or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Film Liaison or any
of Film Liaison's employees or agents, to be the agents or employees of City. Film Liaison
shall have the responsibility for and control over the means of performing the Work,
provided that Film Liaison is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Film Liaison as to the details
of the performance of the Work or to exercise a measure of control over Film Liaison shall
mean only that Film Liaison shall follow the desires of City with respect to the results of
the Services.
12. COOPERATION
Film Liaison 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 the Film Liaison on the Project.
FilmL.A., Inc. Page 5
13. CITY POLICY
Film Liaison 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.
14. PROGRESS
Film Liaison is responsible for keeping the Project Administrator 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.
15. INSURANCE
Without limiting Film Liaison's indemnification of City, and prior to commencement
of Work, Film Liaison shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
16. 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 Film Liaison, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Film Liaison is a partnership
or joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Film Liaison. 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.
17. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Film Liaison shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any 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. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. 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.
18. OWNERSHIP OF DOCUMENTS
18.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Film
FilmL.A., Inc. Page 6
Liaison, 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 Film Liaison
or any other party. Additionally, all material posted in cyberspace by Film Liaison, 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 Film Liaison or any
other party. Film Liaison shall, at Film Liaison's expense, provide such Documents,
including all logins and password information to City upon prior written request.
18.2 Documents, including drawings and specifications, prepared by Film
Liaison pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents for other
projects and any use of incomplete Documents without specific written authorization from
Film Liaison will be at City's sole risk and without liability to Film Liaison. Further, any
and all liability arising out of changes made to Film Liaison's deliverables under this
Agreement by City or persons other than Film Liaison is waived against Film Liaison, and
City assumes full responsibility for such changes unless City has given Film Liaison prior
notice and has received from Film Liaison written consent for such changes.
18.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
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 expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
Film Liaison shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Film Liaison's Documents provided under this Agreement.
21. RECORDS
Film Liaison shall keep records and invoices in connection with the Services to be
performed under this Agreement. Film Liaison 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 Film Liaison
under this Agreement. All such records and invoices shall be clearly identifiable. Film
Liaison shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Film Liaison 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 Film Liaison
under this Agreement.
FilmL.A., Inc. Page 7
22. WITHHOLDINGS
City may withhold payment to Film Liaison 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. Film Liaison shall not
discontinue Work as a result of such withholding. Film Liaison shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums. Film
Liaison 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.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Film Liaison which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Film Liaison,
the additional design, construction and/or restoration expense shall be borne by Film
Liaison. Nothing in this Section is intended to limit City's rights under the law or any other
sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
25. CONFLICTS OF INTEREST
25.1 Film Liaison or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Film Liaison
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Film Liaison shall
indemnify and hold harmless City for any and all claims for damages resulting from Film
Liaison's violation of this Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
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.
FilmL.A., Inc. Page 8
26.2 All notices, demands, requests or approvals from Film Liaison to City shall
be addressed to City at:
Attn: Revenue Manager
Finance - Revenue Division
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
26.3 All notices, demands, requests or approvals from City to Film Liaison shall
be addressed to Film Liaison at:
Attn: Paul Audley
FilmL.A., Inc.
Radford Studio Center, Bungalow 20
4024 Radford Avenue
Studio City, CA 91604
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Film Liaison shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement. Film Liaison's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Film Liaison in writing as unsettled at the time of its final request for payment.
Film Liaison and City expressly agree that in addition to any claims filing requirements
set forth in the Agreement, Film Liaison shall be required to file any claim Film Liaison
may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
28. TERMINATION
28.1 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, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Film Liaison. In the
event of termination under this Section, City shall pay Film Liaison for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Film Liaison has not been previously paid. On the effective date of termination, Film
FilmL.A., Inc. Page 9
Liaison 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. STANDARD PROVISIONS
29.1 Recitals. City and Film Liaison acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
29.2 Compliance with all Laws. Film Liaison 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 Film Liaison 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.
29.3 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.
29.4 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.
29.5 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.
29.6 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 the Agreement or any other rule of
construction which might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Film Liaison and City and approved as to form by the
City Attorney.
29.8 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.
29.9 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, State of California.
29.10 Equal Opportunity Employment. Film Liaison represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
FilmL.A., Inc. Page 10
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
FilmL.A., Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: "711 D 10
By:
a n C. Harp
Cit Attorney
ATTEST: �'
Date:
By: aP
aj. -�h�
Leilani I. Brown
City Clerk
PO
gCIF0RN
CITY OF NEWPORT BEACH,
a California municipal corporation
Dater
By:
n7s Gra e . Leung
Ci anager
�d
CONSULTANT: FILML.A., Inc., a
California nonprofit corporation
Date:
Signed in Counterpart
Bv.
Paul Audley
Chief Executive Officer
Date:
Signed in Counterpart
By:
Denise Gutches
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
FilmL.A., Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: "7 i I o /? K
�, nn
By:
A on C. Harp
City Attorney
v
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
ATTEST: CONSULTANT: FILML.A., Inc., a
Date: California nonprofit corporation
Date: $�y�
By: Byl l —
Leilani I. Brown F�a`ul Audley
City Clerk Chief Executive Officer
Date: �D61A"
By:�'GL��C-
Denise Gutches'
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
FilmL.A., Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
FilmL.A., Inc. Page A-1
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE OF SERVICES: GENERAL SCOPE
The Film Liaison shall:
1.1 Oversee, coordinate and manage the City's commercial film permitting
process in accordance with NBMC Chapter 5.46. Work with permit applicants
("Applicants"), film permittees ("Permittee") and City departmental
representatives to process and approve film permit applications
("Applications") and issue film permits ("Permit");
1.2 Coordinate the film permit process in a centralized manner and assure that
filming will be conducted at such times and in such a manner as to cause
minimum interference with neighborhood and merchant districts;
1.3 Utilize the Communique Online Permit System ("OPS") to establish and
implement the following:
1.3.1 An electronic workflow that will enable City department approvals to be
conducted electronically;
1.3.2 Electronic communications between the Film Liaison and City
departmental representatives; and
1.3.3 Prepare denial letters to film permit applicants who do not or cannot
meet the minimum film permit requirements. (Any and all denial letters
shall be approved by the City prior to distribution.)
1.4 Comply with the requirements of the California Public Records Act (Gov. Code
§ 6250, et seq.) and cooperate with City staff in responding to Public Record
Act requests.
1.5 Collect fees (including City fees), process refunds, and make monthly
payments of City fees to the City;
1.6 Take all reasonable steps to minimize the impact of filming activities on the
environment and City's residential and commercial neighborhoods; and
1.7 Operate in accordance with all applicable ordinances, regulations and laws.
2. EXPEDITED FILM PERMIT COORDINATION AND TROUBLE -SHOOTING
SERVICES
The Film Liaison shall:
2.1 Obtain input in developing Permit terms and conditions (including any general
terms, conditions and restrictions applicable to all permits), coordinate logistics
relating to filming activities and perform other functions needed to assist in
Permit evaluation, processing and approval by interfacing with City
departmental representatives;
2.2 Upon receipt of any required Permit and Application fees from Applicant and
any required City approvals (as coordinated through the OPS with impacted
City departments), release Permit to Permittee;
2.3 Coordinate and release Permit revisions and/or extensions subsequent to the
release of the original Permit, upon receipt of approval from impacted City
departments;
2.4 Ensure that the description of activities on the Applications provided to the City
are accurate and detailed;
2.5 Arrange pre -production walk-through, when appropriate, to assess and
mitigate impacts of proposed film activities;
2.6 Ensure that the Permittee complies with the conditions of the Permit, including,
but not limited to: noise levels, violations of beginning and end times of film
activity, traffic impacts, parking agreements, behavior of film crews and other
sections of the Filmmakers Professional Code of Conduct issued by the
California Film Commission and the Filmmakers Code of Professional
Responsibility enclosed in Attachment 1. To the extent a provision in NBMC
or a permit condition conflicts with a provision in the Filmmakers Professional
Code of Conduct, the provision in NBMC or the permit condition shall prevail.
The City Manager, the Film Liaison or their designee, shall have authority to
determine a Permittee's compliance with permit conditions or provisions in
NBMC. The City Manager, the Film Liaison or their designee, shall have the
authority to suspend or revoke a permit when they determine a permit
condition(s) or a provision(s) in NBMC;
2.7 Respond to complaints within 1 hour if film activity is still in progress; respond
to complaints within 24 hours if film activity is no longer in progress; provide
response services to complaints on a 365 days/year, 24 hours/day basis; and
2.8 If requested by City or film permit applicant, provide on -site monitoring services
at film locations during filming.
3. LIAISON SERVICES BETWEEN NEWPORT BEACH NEIGHBORHOODS AND
FILM PERMITTEE
The Film Liaison shall:
3.1 Provide impacted communities with notice of the permit activity. Such notice
may include: letters, posted notifications, phone calls and e-mails. At
minimum, the Film Liaison shall make such notices available on a hard copy
basis in a form approved in advance by City;
3.2 Ensure description of activity on notifications is accurate and detailed;
3.3 Coordinate with City to develop and implement community outreach programs
for residential and business districts on a proactive basis;
3.4 Coordinate with City and potential Applicants to mitigate parking and traffic
issues. Coordinate with Permittees and impacted neighborhoods such that no
one neighborhood is overburdened with frequent film activity;
3.5 Coordinate with local businesses to mitigate the effects on business operations
during film activities, however the Film Liaison shall not negotiate fair rates or
payments with local businesses;
3.6 Provide guidance and advice on the film permit process to the potential
Applicants; and
3.7 Be available by telephone during regular business hours and during filming
activity (at a minimum of 8 a.m. to 6 p.m. Monday through Friday, with the
exception of recognized federal holidays).
4. ADVISEMENT AND REPORTING SERVICES TO CITY AND PUBLIC ON THE
PERMIT PROCESS, FILM PRODUCTION ISSUES AND DATA
The Film Liaison shall:
4.1 Make recommendations that reflect the needs of the community, the City and
production companies to City departments with respect to the handling and
processing of individual permit applications and the development of permit
terms and conditions;
4.2 If requested by the City, attend meetings with stakeholders to mediate
disputes, determine impacts of filming and other permit related activities on
specific neighborhoods, participate in Home Owner Association ("HOX) and
other group meetings, answer questions of stakeholders, and/or discuss the
economic impact of filming activities;
4.3 When requested, provide reports to City with type and location of complaints
related to film activity;
4.4 Maintain detailed and accurate records related to all services provided,
including but not limited to, Film Permittee name, fees, lists of locations,
notices provided, issues encountered and resolution of those issues; and
4.5 Coordinate with other jurisdictions or agencies, i.e. Orange County Sheriff,
neighboring cities, State parks.
5. CONSULTING SERVICES TOWARD THE CREATION OF OPPORTUNITIES
AND PROGRAMS FOR ENHANCING AND IMPROVING THE REPUTATION OF
THE CITY IN THE FILM INDUSTRY
The Film Liaison shall:
5.1 If requested by the City, participate in meetings with California Film
Commission and/or the Orange County Film Commission;
5.2 Ensure that the Filmmakers' Code of Professional Responsibility (enclosed as
Attachment 1 to Exhibit A) is adhered to by production companies when filming
in Newport Beach or sensitive or frequently filmed areas;
5.3 Provide location scouting assistance to the film industry; and
5.4 Maintain an internet-based location library, such as LocoScout, with Newport
Beach public properties and a list of Newport Beach private location libraries.
_ Private properties shall only be listed with the written permission of the property
owner.
6. DELIVERABLES AND REPORTING REQUIREMENTS
6.1 Provide filming data, data analysis, records, reports, background information
and applicable performance measures as requested by City in accordance
with the following frequencies:
6.1.1 Financial reporting — submitted along with payment remittance to the
City;
6.1.2 Summary of permit volume and fees collected — submitted along with
payment remittance to the City;
6.1.3 Summary of notification volume regarding the notification of filming
projects, as requested by City;
6.1.4 Summary of complaints received from the public regarding filming
projects, as requested by City; and
6.1.5 All other metrics — quarterly.
6.2 All reports shall be in a format approved by the City. Upon notice, City may
alter the frequency, format or nature of reports. City may also direct Film
Liaison to provide City with ad hoc reports on issues of interest to the City
relating to contract;
6.3 The Film Liaison shall ensure that all financial data, including record keeping
of assets and liabilities and accounting for services provided by contract to the
City, be maintained by the Film Liaison separately from all other corporate
activities. Record keeping details must also separately account for the
different types of services provided under this Agreement. A review of this
data and accounting shall be conducted by the City periodically;
6.4 The Film Liaison shall submit to the City each year a copy of its annual
operating budget estimate addressing revenues and expenditures for services
provided to the City no later than thirty (30) days upon the Film Liaison's Board
approval; and
6.5 The Film Liaison shall submit a certified annual audited financial statement to
the City no later than thirty (30) days upon the Film Liaison's Board approval.
FILMMAKERS' CODE OF
PROFESSIONAL RESPONSIBILITY
TO OUR COMPANIES: Filming on location generally means utilizing property that is someone else's house, store, etc., or a public
street, sidewalk or other facility. Production company personnel are guests in such places, and are obligated to conduct themselves as
such, and treat the public and the location with courtesy. It should not be expected that everyone in the surrounding environment will
alter their lives to accommodate the needs of film production. If we do not all work toward improving our relationship with the local
communities in which we work, more production will leave Southern California, resulting in fewer jobs for all.
TO THE PUBLIC: If your find this production company is not adhering to the Filmmaker's Code of Professional Responsibility, please
call FilmL.A. at (213) 977-8600. If calling after normal business hours, you will still be able to report your concerns to a FilmL.A. staff
member.
1 11
The Filmmaker's Code of Professional Responsibility will be attached Noise levels should be kept as low as possible. Generators should be
to every permit, and must be shown to any member of the public who placed as far as practical from residential buildings. Do not let
asks. engines run unnecessarily.
Production companies arriving on location in or near a residential
neighborhood should enter the area no earlier than the time stipulated
on the permit, and park one by one, turning engines off as soon as
possible. Cast and crew must observe designated parking areas.
When production passes that identify employees are issued, every
crew member must wear the pass while at the location.
Moving or towing vehicles is prohibited without the express permission
of the municipal jurisdiction or the vehicle owner.
Production vehicles may not block driveways without the express
permission of the municipal jurisdiction or the driveway owner.
Meals must be confined to the area designated in the location
agreement or permit. Individuals must eat within the designated meal
area. All trash must be disposed of properly upon completion of the
meal.
Removing, trimming and or cutting of vegetation or trees is prohibited
unless approved by the owner, or in the case of parkway trees, the
local municipality and the property owner.
All catering, crafts service, construction, strike and personal trash must
be removed from the location.
All signs erected or removed for filming purposes will be removed or
replaced upon completion of the use of the location, unless stipulated
otherwise by the location agreement or the permit.
10
12
All members of the production company should wear clothing that
conforms to good taste and common sense. Shoes and shirts must be
worn at all times.
13
Crew members must not display signs, posters or pictures that do not
reflect common sense and good taste.
14
Cast and crew are to remain on or near the area that has been
permitted. Do not trespass onto a neighboring resident's or
merchant's property.
15
Cast and crew must not bring guests or pets to the location, unless
expressly authorized in advance by the production company.
16
Designated smoking areas must be observed, and cigarettes must
always be extinguished in butt cans.
17
Cast and crew must refrain from using lewd or offensive language
within earshot of the general public.
18
Cast and crew vehicles parked on public streets must adhere to all
legal requirements unless authorized by the film permit.
19
Parking is prohibited on both sides of public streets unless specifically
authorized by the film permit.
20
The company must comply with the provisions of the permit at all
times.
When departing the location, all signs posted to direct the company to
the location must be removed.
EXHIBIT B
SCHEDULE OF BILLING RATES
FilmL.A., Inc. Page B-1
L
Effective July 1, 2024
PRIMARY FEE SCHEDULE*
FEE DESCRIPTION
PERMIT APPLICATION FEE
PERMIT RIDER FEE
MONITOR FEES
MONITOR FEES OVERTIME
MONITOR FEES DOUBLETIME
STILL APPLICATION FEE
STILL RIDER FEE
STUDENT PERMIT FEE COMPLEX
STUDENT PERMIT FEE SIMPLE
NOTIFICATION FEE
RATE
$931.00 Permit
$148.75 Permit
$44.50 Hour
$66.50 Hour
$87.00 Hour
$104.00 Permit
$31.00 Permit
$134.00 Permit
$52.00 Permit
$232.00 Base Radius
*FiImLA fees not listed on this primary fee schedule will have their maximum rates
raised consistent with the increase in the rates as above.
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Film Liaison's indemnification of City,
and prior to commencement of Work, Film Liaison shall obtain, provide and
maintain at its own expense during the term of this Contract, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Film Liaison agrees to provide insurance in accordance with
requirements set forth here. If Film Liaison uses existing coverage to comply
and that coverage does not meet these requirements, Film Liaison agrees to
amend, supplement or endorse the existing coverage.
2. 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.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Film Liaison shall maintain
Workers' Compensation Insurance providing statutory benefits and
Employer's Liability Insurance with limits of at least one million dollars
($1,000,000) each employee for bodily injury by accident and each
employee for bodily injury by disease in accordance with the laws of the
State of California. U.S. Longshoremen's and Harbor Workers' Act
(USL&H) shall be required for employees performing services covered
by said Act.
Film Liaison shall submit to City, along with the certificate of insurance,
a Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Film Liaison shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liability Insurance. Film Liaison shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Film
FilmL.A., Inc. Page C-1
Liaison arising out of or in connection with Work to be performed under
this Contract, 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 accident.
D. Professional Liability (Errors & Omissions) Insurance. Film Liaison shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount
of two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) in the aggregate. Any policy inception date, continuity
date, or retroactive date must be before the Effective Date of this
Agreement and Film Liaison agrees to maintain continuous coverage
through a period no less than three years after completion of the
Services required by this Agreement.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the
City, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the Film
Liaison's primary and excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed
to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents,
volunteers and employees, or shall specifically allow Film Liaison or
others providing insurance evidence in compliance with these
requirements to waive their right of recovery prior to a loss. Film Liaison
hereby waives its own right of recovery against City, and shall require
similar written express waivers and insurance clauses from each of its
subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, but not including professional
liability, shall provide or be endorsed to provide that City, its City Council,
boards and commissions, officers, agents, volunteers and employees
shall be included as additional insureds under such policies.
C. Primary and Non -Contributory. Film Liaison's insurance coverage shall
be primary insurance and/or the primary source of recovery with respect
FilmL.A., Inc. Page C-2
to the City, its City Council, boards and commissions, officers, agents,
volunteers and employees. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to
the following:
A. Evidence of Insurance. Film Liaison shall provide certificates of
insurance to City as evidence of the insurance coverage required herein,
along with a waiver of subrogation endorsement for workers'
compensation and other endorsements as specified herein for each
coverage. All of the executed documents referenced in this Contract
must be returned to City within ten (10) regular City business days after
the date on the "Notification of Award". Insurance certificates and
endorsements must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall
be kept on file with City at all times during the term of this Contract. The
certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf. At
least fifteen (15) days prior to the expiration of any such policy, evidence
of insurance showing that such insurance coverage has been renewed
or extended shall be filed with the City. If such coverage is cancelled or
reduced, Film Liaison shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any
time during the term of the Contract to change the amounts and types
of insurance required by giving Film Liaison ninety (90) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Film Liaison, City and Film Liaison may
renegotiate Film Liaison's compensation.
C. Right to Review Subcontracts. Film Liaison agrees that upon request,
all agreements with subcontractors or others with whom Film Liaison
enters into contracts with on behalf of City will be submitted to City for
review. Failure of City to request copies of such agreements will not
impose any liability on City, or its employees. Film Liaison shall require
and verify that all subcontractors maintain insurance meeting all the
FilmL.A., Inc. Page C-3
requirements stated herein, and Film Liaison shall ensure that City is an
additional insured on insurance required from subcontractors. For CGL
coverage, subcontractors shall provide coverage with a format at least as
broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Film Liaison acknowledges and
agrees that any actual or alleged failure on the part of City to inform Film
Liaison of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the Film
Liaison maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Film Liaison. Any available proceeds in excess of
specified minimum limits of insurance and coverage shall be available
to the City.
F. Self -Insured Retentions. Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.
G. City Remedies for Non -Compliance. If Film Liaison or any subconsultant
fails to provide and maintain insurance as required herein, then City
shall have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Film Liaison's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Film Liaison or reimbursed by Film Liaison upon demand.
H. Timely Notice of Claims. Film Liaison shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Film Liaison's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
FilmL.A., Inc. Page C-4
I. Film Liaison's Insurance. Film Liaison 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.
FilmL.A., Inc. Page C-5
Name
Account Number
Address
Status.
a.<mnn —wdo
Account Number
Risk Type
Do Not Call
Aa—r udaunadm
Inwred
Address i
Address 2
City
State
Zip
C—Iry
Canvas o"o—m-
Contract Muni-
FV00001240
Professional Servlces.Agm—ent
FdmLA, Inc
Radford Studio Center. Bungalow 20,
4024 Radford Avenue
Studio City
CA
91604
USA
Film- A, Inc
FV00001240
Radford Studio Center, Bungalow 20„ 4024 Radford Avenue. Studio City CA. USA 91604
Cumently In Compliance.
Address Updatod