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HomeMy WebLinkAboutAG RPTS 2011 0720 RDA REGE8YABL113NED MARCH It Up C of Resolution No. 2011 -249 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK REGULAR MEETING AGENDA WEDNESDAY, JULY 20, 2011 7:00 P.M. Moorpark Community Center 799 Moorpark Avenue 1. CALL TO ORDER: 2. ROLL CALL: 3. PUBLIC COMMENT: 4. REORDERING OF, AND ADDITIONS TO, THE AGENDA: 5. CONSENT CALENDAR: (ROLL CALL VOTE REQUIRED) A. Consider Minutes of Regular Meeting of July 6, 2011. Staff Recommendation: Approve the minutes. All writings and documents provided to the majority of the Agency regarding all open- session agenda items are available for public inspection at the City Hall public counter located at 799 Moorpark Avenue during regular business hours. The agenda packet for all regular Redevelopment Agency meetings is also available on the City's website at www.ci.mooraark.ca.us. Any member of the public may address the Agencyduring the Public Comments portion of the Agenda, unless it is a Public Hearing or a Presentation/Action/ Discussion item. Speakers who wish to address the Agency concerning a Public Hearing or Presentations /Action/Discussion item must do so during the Public Hearing or Presentations /Action/ Discussion portion of the Agenda for that item. Speaker cards must be received bythe City Clerk for Public Comment prior to the beginning of the Public Comments portion of the meeting; for a Presentation/Action /Discussion item, prior to the Chair's call for speaker cards for each Presentation /Action/ Discussion agenda item; and for a Public Hearing item, prior to the opening of each Public Hearing, or beginning of public testimony for a continued hearing. A limitation of three minutes shall be imposed upon each Public Comment and Presentation /Action/Discussion item speaker. A limitation of three to five minutes shall be imposed upon each Public Hearing item speaker. Written Statement Cards maybe submitted in lieu of speaking orally for open Public Hearings and Presentation /Action/Discussion items. Any questions concerning any agenda item may be directed to the City Clerk's office at 517 -6223. Redevelopment Agency Agenda July 20, 2011 Page 2 5. CONSENT CALENDAR: (continued) B. Consider Agreement with Ken Raynor Sound Design, Inc. for General Management Services at the High Street Arts Center. Staff Recommendation: Authorize the Executive Director to approve the Agreement for General Manager services for a 12 -month period ending June 30, 2012, subject to final language approval by the Executive Director and Agency Counsel. (Staff: Hugh Riley) 6. CLOSED SESSION: A. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Subdivision (b) of Section 54956.9 of the Government Code: (Number of cases to be discussed - 4) B. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Initiation of litigation pursuant to Subdivision (c) of Section 54956.9 of the Government Code: (Number of cases to be discussed - 4) 7. ADJOURNMENT: In compliance with the Americans with Disabilities Act, if you need special assistance to review an agenda or participate in this meeting, including auxiliary aids or services, please contact the City Clerk's Division at (805) 517 -6223. Upon request, the agenda can be made available in appropriate alternative formats to persons with a disability. Any request for disability-related modification or accommodation should be made at least 48 hours prior to the scheduled meeting to assist the City staff in assuring reasonable arrangements can be made to provide accessibility to the meeting (28 CFR 35.102 - 35.104; ADA Title II). Redevelopment Agency Agenda July 20, 2011 Page 3 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss CITY OF MOORPARK ) AFFIDAVIT OF POSTING I, Maureen Benson, declare as follows: That I am the City Clerk of the City of Moorpark and that a notice for a Regular Meeting of the Redevelopment Agency of the City of Moorpark to be held Wednesday, July 20, 2011, at 7:00 p.m. in the Council Chambers of the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California, was posted on July 15, 2011, at a conspicuous place at the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California. I declare under penalty of perjury that the foregoing is true and correct. Executed on July 15, 2011. Maureen Benson, City Clerk CITY OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting ITEM 5.A. of _ 1'— Ro -Ao// ACTION: cc A—, VELOPMENT AGENCY OF THE CITY OF MOORPARK LVil July 6, 2011 A Regular Meeting of the Redevelopment Agency of the City of Moorpark was held on July 6, 2011, in the Community Center of said City located at 799 Moorpark Avenue, Moorpark, California. 1. CALL TO ORDER: Chair Parvin called the meeting to order at 7:23 p.m. 2. ROLL CALL: Present: Agency Members Mikos, Pollock, Van Dam, and Chair Parvin. Absent: Agency Member Millhouse. Staff Present: Steven Kueny, Executive Director; Hugh Riley, Assistant Executive Director; Deborah Traffenstedt, Deputy City Manager; Ron Ahlers, Agency Treasurer; David Moe, Redevelopment Manager; and Maureen Benson, Agency Secretary. 3. PUBLIC COMMENT: None. 4. REORDERING OF, AND ADDITIONS TO, THE AGENDA: None. 5. CONSENT CALENDAR: (ROLL CALL VOTE REQUIRED) MOTION: Agency Member Mikos moved and Agency Member Pollock seconded a motion to approve the Consent Calendar. The motion carried by roll call vote 4 -0, Agency Member Millhouse absent. A. Consider Minutes of Regular Meeting of June 15, 2011. Staff Recommendation: Approve the minutes. B. Consider Moorpark Chamber of Commerce Annual Activity Report. Staff Recommendation: Receive and file report. 1 Minutes of the Redevelopment Agency Moorpark California Page 2 July 6, 2011 6. CLOSED SESSION: None was held. 7. ADJOURNMENT: Chair Parvin adjourned the meeting at 7:24 p.m. Janice S. Parvin, Chair ATTEST: Maureen Benson, Agency Secretary E CITY OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting ot— ._..Z�2_O Ao l ACTION: ITEM 5.13. MOORPARK REDEVELOPMENT AGENCY AGENDA REPORT TO: Honorable Agency Board of Directors FROM: Hugh R. Riley, Assistant Executive Director DATE: June 24, 2011 (Agency Meeting of 07/20/11) SUBJECT: Consider Agreement with Ken Rayzor Sound Design, Inc., for General Management Services at the High Street Arts Center BACKGROUND The Redevelopment Agency of the City of Moorpark acquired the High Street Arts Center ( "HSAC ") on August 1, 2005, in an effort to preserve a venue for live performances in the downtown. On April 26, 2006 the Agency Board approved the retention of an independent contractor to manage the HSAC and produce a theater season. The agreement had a one -year term that expired on June 30, 2007. On June 20, 2007, the Agency Board approved a second agreement for theater management services that expired on June 30, 2008. The Agency conducted an 18- and 22 -month review of the performance of the HSAC and on June 18, 2008, authorized staff to execute a third agreement with the incumbent contractor, which expired on June 30, 2009. On June 17, 2009, the Agency Board approved a fourth agreement for theater management services that expired on June 30, 2010. An agreement with Ken Rayzor Sound Design, Inc. for theater management services was approved on July 21, 2010, which expired on June 30, 2011. DISCUSSION The HSAC has been operating with the theater manager model for five years. Based on Ken Rayzor Sound Design, Inc.'s performance over the past year, staff is recommending entering into an additional 12 -month agreement for general management services beginning July 1, 2011, and extending through June 30, 2012. The monthly compensation to the consultant will be $5,000.00. Attached is a draft Agreement for Professional Services between the Agency and Mr. Rayzor. The agreement remains in substantially the same form as the previous agreement. 3 Honorable Agency Board of Directors July 20, 2011 Page 2 FISCAL IMPACT Staff has included sufficient funds for the recommended agreement in the approved Fiscal year 2011/2012 Agency Budget. STAFF RECOMMENDATION Authorize the Executive Director to approve the Agreement for General Manager services for a 12 -month period ending June 30, 2012, subject to final language approval by the Executive Director and Agency Counsel. Attachment: Draft Agreement for Professional Services n AGREEMENT BETWEEN REDEVELOPMENT AGENCY OF CITY OF MOORPARK AND KEN RAYZOR SOUND DESIGN, INC., FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of , 2011, between the Redevelopment Agency of the City of Moorpark, a municipal corporation, hereinafter referred to as "AGENCY ", and Ken Rayzor Sound Design, Inc., a California corporation, hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, AGENCY has a need for certain general management services; and WHEREAS, AGENCY desires to contract for such services with a private consultant; and WHEREAS, AGENCY wishes to retain CONSULTANT for the performance of said services. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: AGENCY does hereby appoint CONSULTANT in a contractual capacity to perform the services in accordance with the terms and conditions hereinafter set forth and with the authorities and responsibility ordinarily granted to this type of consultant work. I. COMPENSATION AND SERVICES The fees in full compensation to CONSULTANT for the services rendered, and an initial list of assignments for which services shall be provided, shall be as set forth in Exhibit "A ", Administrative and Management Services for the High Street Arts Center located at 45 High Street hereafter referred to as "HSAC ". CONSULTANT shall submit payment requests on a monthly basis as provided in Section H. II. TERMINATION This Agreement will terminate on June 30, 2012, unless terminated earlier with or without cause by either party at any time with no less than (10) days written notice to CONSULTANT by AGENCY and no less than thirty (30) days written notice to AGENCY by CONSULTANT. In the event of an early termination, CONSULTANT shall be compensated for such services up to the date of termination. Such compensation for work in progress shall be limited to actual services performed. 5 Ill. GENERAL CONDITIONS A. AGENCY shall not be called upon to assume any liability for the direct payment of any salary, wage, or other compensation to any person employed by CONSULTANT performing services hereunder for AGENCY. B. CONSULTANT is and shall at all times remain as to AGENCY a wholly independent contractor. Neither AGENCY nor any of its officers, employees, servants, or agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's officers, employees, or agents, except as herein set forth. C. At the time of termination of this Agreement, all Agency files including but not limited to original documents, designs, drawings, reports, logos, compact disks, computer files, notes, or other related materials, whether prepared by CONSULTANT or his subcontractor(s), or obtained in the course of providing the services to be performed pursuant to this Agreement shall be given to AGENCY upon twenty -four (24) hours notice. D. CONSULTANT shall hold harmless and indemnify AGENCY and its officers, employees, servants, and agents from any claim, demand, damage, liability, loss, cost, or expense, for any damage whatsoever, including but not limited to death or injury to any person and injury to any property, resulting from misconduct, negligent acts, of CONSULTANT or any of its officers, employees, or agents in the performance of this Agreement, except such damage as is caused by the negligence of AGENCY or any of its officers, employees, servants, agents, or others not under the control of CONSULTANT. AGENCY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by AGENCY, or the deposit with AGENCY, of any insurance policy or certificate required pursuant to this agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense. E. In the event CONSULTANT hires employees other than officers, then CONSULTANT shall provide workers' compensation insurance as required by the California Labor Code. If any class of employees engaged by CONSULTANT in work under this agreement is protected by the workers' compensation law, CONSULTANT shall provide adequate insurance for the protection of such employees to the satisfaction of the AGENCY. F. CONSULTANT shall provide the AGENCY with a Certificate of Insurance showing proof of automobile liability and property damage insurance coverage for limit amounts of $300,000 per accident and $100,000 each Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 2 A: person. Said Insurance Certificate shall name the AGENCY as "Additional Insured ". CONSULTANT shall not be required to provide any other insurance coverage to the AGENCY. G. CONSULTANT shall not assign this Agreement or any of the rights, duties, or obligations hereunder. It is understood and acknowledged by the parties that CONSULTANT is uniquely qualified to perform the services provided for in this Agreement. H. Payment to CONSULTANT shall be made by AGENCY within thirty (30) days of receipt of invoice (submitted at the end of every month), except for those which are contested or questioned and returned by AGENCY, with written explanation within thirty (30) days of receipt of invoice. CONSULTANT shall provide to AGENCY a written response to any invoice contested or questioned and further, upon request of AGENCY, provide AGENCY with any and all documents related to any invoice. CONSULTANT shall submit the monthly invoice no later than the Monday before the third Wednesday of the month. I. Any notice to be given pursuant to this Agreement shall be in writing and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for who intended as follows: To: Redevelopment Agency of the City of Moorpark Attn: Executive Director 799 Moorpark Avenue Moorpark, CA 93021 To: Ken Rayzor Sound Design, Inc. Attn: Ken Rayzor 4224 Laurel Glen Drive Moorpark, CA 93021 Either party may, from time to time, by written notice to the other, designate a different address, which shall be substituted for the one above specified. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or upon deposit in the United States mail. Nothing contained in this Agreement shall be deemed, construed, or represented by AGENCY or CONSULTANT or by any third person to create the relationship of principal or agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature between AGENCY and CONSULTANT. Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 3 VA J. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereto and all prior written agreements or understandings, oral or written, are hereby merged herein. This Agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed and acknowledged by both of the parties hereto. K. Should interpretation of this Agreement, or any portion thereof be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that a party prepared the Agreement or caused it to be prepared. L. No waiver of any provision of this Agreement shall be deemed, or shall constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. M. In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this agreement or as a result of any alleged breach of any provision of this agreement, the prevailing party shall be entitled to recover its costs and expenses, including attorneys' fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. N. Cases involving a dispute between AGENCY and CONSULTANT may be decided by an arbitrator if both sides agree in writing to arbitration and on the arbitrator selected, with costs proportional to the judgment of the arbitrator. O. This Agreement is made, entered into, executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action to herein, shall be filed in the applicable court in Ventura County, California. P. The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. Q. CONSULTANT agrees that he has no interest, nor shall he acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder. CONSULTANT further agrees that he has not contracted with nor is performing any services directly or indirectly, with the developer(s) and /or property owner(s) and /or firm(s) and /or partnerships and /or public agencies owning property and /or processing an entitlement application for property in the City of Moorpark or its Area of Interest, and further agrees that he shall provide no service or enter into any agreement with any developer(s) and /or property Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 4 �' owner(s) and /or firms(s) and /or partnership(s) and /or public agency(ies) owning property and /or processing an entitlement application for property in the City of Moorpark or its Area of Interest, prior to completion of the term of this Agreement. With the exception of Section I. of this Agreement, neither CONSULTANT nor any member of his immediate family shall have any economic interest, or acquire or receive any economic interest, directly or indirectly in any manner or degree arising out of the performance of this Agreement, including, but not limited to, economic interests in any performance or production at the theater during the term of this Agreement. CONSULTANT further agrees he shall provide no service or enter into any agreement with any individual or entity that has an agreement to provide services, materials, or equipment to AGENCY or City of Moorpark or that rents the HSAC from the AGENCY or is involved in any manner with a performance or production at the HSAC without the prior written consent of the Executive Director. CONSULTANT also agrees he will not accept a gift from any person or entity doing business with the AGENCY, City of Moorpark, or involved in any manner with a performance or production at the HSAC. For purposes of this Agreement, a gift is defined as provided for in Government Code Section 87300 es seq. and Title 2, Division 6, California Code of Regulations, Section 18730 et and amendments or supplementary thereto. R. CONSULTANT agrees that he shall not provide a reference or response to personnel and work experience related inquiries pertaining to any current or prior employees or volunteers of AGENCY or City of Moorpark and shall refer all such matters to the City's Human Resources office. S. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. T. CONSULTANT shall provide monthly progress reports to the AGENCY detailing the CONSULTANT'S activities. U. The Agency Executive Director or designee is the Executive Producer of the HSAC. The Executive Producer or designee shall approve all performances at the HSAC and accompanying staffing, materials, and advertising, as detailed in the production budget, prior to any work commencing for the production. The Executive Producer shall also have the authority to lease the HSAC to other individuals or entities for a single production or theater season. Exhibition of adult type motion pictures that Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 5 9 are rated NC -17, "X ", "XX ", or "XXX" or higher as such ratings are now or hereafter in effect, or similarly rated under any other rating system is not allowed. Motion pictures that are not rated may be allowed after preview by the CONSULTANT and AGENCY's representative for confirmation the motion picture does not fall within the ratings referenced above. IV. RESPONSIBLE INDIVIDUAL The individual directly responsible for CONSULTANT'S overall performance of the Agreement provisions herein above set forth shall be Ken Rayzor. The individual directly responsible for the AGENCY shall be the Executive Director or his /her designee. V. EFFECTIVE DATE AND IMPLEMENTATION DATE The effective date of the Agreement shall be REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Steven Kueny Executive Director Date ATTEST: Maureen Benson Agency Secretary Ken Rayzor Sound Design, Inc., Professional Services Agreement _, 2011. CONSULTANT Ken Rayzor Ken Rayzor Sound Design, Inc. Date Page 6 EXHIBIT A ADMINISTRATIVE AND MANAGEMENT SERVICES A. Services The following services "SERVICES" are to be performed by the CONSULTANT for management of the HSAC: 1. Assume management responsibility for services and activities of the HSAC including promotion and institutional development within Ventura County and adjacent regions; develop, produce, schedule, and oversee all programming. 2. Manage and participate in the development and implementation of goals, objectives, policies, and priorities for programs, recommend and administer AGENCY approved policies and procedures including action plan approved on July 1, 2009. 3. Identify opportunities for improving service delivery methods and procedures; identify resource needs; review with appropriate AGENCY staff; implement improvements. 4. Develop, direct, coordinate, and review a business plan for the HSAC programs and activities. 5. Submit all invoices to the AGENCY for approval and payment in accordance with the payment schedule, which may be amended at any time, provided to CONSULTANT by the AGENCY; CONSULTANT does not have the authority to spend AGENCY funds without prior approval by Executive Director or Executive Director's designee. 6. Responsible for financial and operational auditing all productions and HSAC events and providing written reports to the Executive Director or Executive Director's designee detailing expense and revenue of the HSAC. 7. Represent the HSAC to commissions, the community, service groups, and a variety of outside organizations and agencies. 8. Oversee, promote and coordinate specific activities within the HSAC; prepare program events and HSAC marketing material including media releases, flyers, posters, postcards, schedules of events, pamphlets, and brochures. Anything produced, created, or volunteered in conjunction or under this Agreement shall become the sole property of the AGENCY. 9. Arrange /develop no less than four (4) plays or musicals to produce or co- produce a theater season and other productions. Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 7 11 10. Arrange /develop, at limited out of pocket cost to the AGENCY, an ongoing theater program for Moorpark youth. 11. Make HSAC available for theatrical, movie, and business rental uses. 12. Develop and recommend an actor development program. 13. Continue to provide lobby space and support for Moorpark Foundation for the Arts to provide beer and wine sales at the HSAC. 14. Develop, at limited out of pocket cost to the AGENCY, one (1) film festival /series consisting of no less than three movies. 15. Maintain an inventory of all the HSAC's equipment and property owned by the AGENCY and submit an updated report on a quarterly basis. 16. Submit production budgets to the AGENCY for approval thirty (30) days prior to AGENCY's execution of any royalty /performance agreement. 17. Obtain proposals from independent contractors to provide desired services, including technical services such as sound, lighting, and stage management at the HSAC and provide a recommendation to the Executive Director or Executive Director's designee for a vendor to provide the desired service. Executive Director or Executive Director's designee shall enter into all contracts between the AGENCY and vendors. The Consultant will be responsible for oversight, monitoring work and providing access to the HSAC for all vendors. CONSULTANT does not have the authority to enter into a contract on behalf of the AGENCY. 18. Participate in the development and administration of the HSAC's annual budget; participate in the forecast of funds needed for staffing, equipment, materials, and supplies; implement adjustments. 19. Recruit and supervise volunteers to assist with HSAC functions. All volunteers will be processed as volunteers to the City of Moorpark and final approval /selection of all proposed volunteers shall be determined by the Executive Director or Executive Director's designee. 20. Work with various community groups and assist with coordination of the HSAC's participation in community celebrations and festivals in Moorpark. 21. Work with one or more outside theater company(ies) to determine the feasibility and financial advantage of additional theater co- productions, separate from the season required to be developed under this Agreement. 22. Be responsible for opening the HSAC; providing onsite management during HSAC use; and securing the HSAC at all times. Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 8 12 23. Advise the Executive Director or Executive Director's designee of needed building and equipment repair and replacement. 24. Submit proposed language of the HSAC's marquee to the Executive Director or Executive Director's designee for approval. 25. Be responsible for answering all phone calls at the HSAC /Box Office either personally or through approved staff or volunteers and the returning of phone messages within one (1) business day. 26. Attend regular meetings with the Executive Director or Executive Director's designee. 27. Develop and implement a program to sell advertising space in HSAC program publication. 28. Maintain regular business hours at the HSAC as mutually agreed upon. 29. Assemble and maintain such records as are customarily maintained by a theater /facility management company. Such records shall at all times be the property of the AGENCY and shall be open for AGENCY inspection. 30. CONSULTANT shall have access to no more than $1,500 in petty cash at one time. CONSULTANT shall submit receipts to AGENCY for reimbursement of the petty cash fund. Any single expenditure in excess of $250 shall require prior approval from Executive Director or Executive Director's designee. When possible, CONSULTANT will use his credit card and request reimbursement. B. Monthly Status Reports CONSULTANT shall provide the AGENCY a written Monthly Status Report detailing all HSAC activities no later than the third Wednesday of each month. C. Compensation AGENCY shall pay CONSULTANT $5,000 for SERVICES performed each calendar month from July 1, 2011, through June 30, 2012, unless terminated as provided for in Section II of this Agreement. D. Performance Targets AGENCY shall periodically monitor the progress of work performed by the CONSULTANT. Said monitoring shall be the responsibility of the Executive Director or Executive Director's designee. Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 9 13 E. General Provisions 1. Nature of Services: It is understood that CONSULTANT'S services are being provided to AGENCY using the best knowledge, experience, and expertise of the CONSULTANT to efficiently manage the HSAC. However, CONSULTANT shall not be responsible for the accuracy, performance, or actions of the AGENCY, or other consultants, contractors, utilities, other public agencies or any other person(s). 2. Cell Phone: CONSULTANT, at his sole expense, shall maintain a cell phone with voice mail and paging capabilities and with a phone number within the 805 area code. Ken Rayzor Sound Design, Inc., Professional Services Agreement Page 10 14