PROFESSIONAL SERVICES AGREEMENT CITY OF NEW ORLEANS AND NEW ORLEANS CONVENTION COMPANY, INC. THIS AGREEMENT (the ??Agreement??) is made and entered into this 2.1 day of - 2014, but shall be effective as of April 25, 2014 (the ?Effective Date?), by and between he City of New Orleans, represented by Mitchell J. Landrieu, Mayor (the ?City?), and New eans Convention Company, Inc., represented by Dottie Belletto, President (the ?Contractor?). on March 18, 2014, the City issued a Request for Proposals No. 7240? 01625 seeking quali?ed persons to provide certain professional services including event management consulting services (the WHEREAS, the Contractor submitted a proposal dated April 3, 2014, and the City has selected the Contractor to perform the professional services described in the and WHEREAS, the City and the Contractor, each having the necessary authority to do so desire to enter into this Agreement pursuant to the terms and conditions set forth herein. NOW THEREFORE, the City and the Contractor agree as follows: I. THE OBLIGATIONS. A. Services. The Contractor will, in accordance with the schedule approved by the City: The Contractor shall provide the City with event management consulting services to assist in the strategic planning and execution of various large and small-scale events throughout the City, as described in the Scope of Work attached hereto as Exhibit and made a part hereof. Tasks include: Strategic planning Marketing and promotion Major gift fundraising Conference management and logistics Database management Budget management Graphic design and Production design. . 00000000 The events require the following strategic planning involvement and deliverables: 1. Host strategy meetings with the Mayor?s Office and leadership teams regarding all aspects of event, including clearly de?ned roles, concept and budget 2. Advise in the strategic planning and execution of the event 3. Advise the City regarding and manage programming partners as necessary 4. Work with City Leadership to recruit, coordinate and manage keynote speakers, dignitaries, and other guests of honor 5. Provide international protocol advisement as necessary 6. Work with City Leadership to promote and market the event and provide fundraising services as necessary 7. Manage budget and procurement and maintain accounting of expenditures 8. Manage event logistics, set up, audio visual and/or sound needs, registration, and entertainment 9. Design and production of collateral materials 10. Coordinate ticket distribution with partners and assist in the capture of registration information through database management 11. Oversee day?-of?event activities in coordination with on?site staff including registration, programming, activities, and entertainment 12. Coordinate transportation and hotel accommodations as necessary 13. Assist in development of communications and public relations strategy and media outreach 14. Conduct extensive follow?up consulting services regarding success of event, provide ?nal event reports as necessary and strategic planning for future events 15. Other event management consulting services as needed 16. The Consultant shall develop event strategy, set recommendations regarding events and work with the City on event execution. l7. Perform all other services and obligations as set forth in any the following documents that are incorporated fully into this Agreement: the Addenda 1 dated March 19, 2014; the Contractor?s proposal dated April 3, 2014. 18. Submit complete and accurate invoices, maintain records, submit to audits and inspections, maintain insurance, and perform all other obligations of the Contractor as set forth in this Agreement; 19. correct any errors or omissions and any work deemed unsatisfactory or unacceptable by the City, at no additional compensation; 20. Monitor, supervise, and otherwise control and be solely responsible for all persons performing work on its behalf; 21. Cooperate with the City and any person performing work for the City. The City?s officers and employees are not authorized to request or instruct the Contractor to perform any Work beyond the scope or duration of this Agreement in the absence of an executed amendment to this Agreement. B. Standards. The Contractor, and any person performing work on its behalf, will perform all work under this Agreement in accordance with the same degree of care, skill, and diligence as would be ordinarily exercised by a competent practitioner of the same profession in providing similar services in major United States metropolitan areas under the same or similar circumstances. C. Compliance with Laws. The Contractor, and any person performing work on its behalf, will comply with all applicable federal, state, and local laws and ordinances. Professional Services Agreement Page 2 of E2 City of New Orleans and New Orleans Convention Company, Inc. Kl4?433 D. Schedule. 1. The Contractor will perform all work under this Agreement according to the Schedule attached hereto as Exhibit A and made a part hereof. 2. The City has the sole right to approve, reject, or require changes to all schedules relating to the performance of this Agreement, including, without limitation, any proposed progress schedule and any requests for modi?cations. 3. The Contractor acknowledges and agrees that time is of the essence in the performance of this Agreement. E. Invoices. 1. The Contractor will submit invoices for work performed under this Agreement to the City no later than t.en (10) calendar days following the end of the period or event covered by the invoice. Untimely invoices may result in delayed payment for which the City is not liable. 2. All invoices must be signed by an authorized representative of the Contractor under penalty of perjury attesting to the validity and accuracy of the invoice. 3. The City may require changes to the form of the invoice and may require additional supporting documentation to be submitted with invoices. F. Records and Reporting. 1. The Contractor will maintain all books, documents, papers, accounting records, invoices, materials records, payrolls, work papers, personnel records, and other evidence pertaining to the performance of services under this Agreement, including, without limitation, of costs incurred through the later of: three (3) years from the completion of this Agreement (including any renewal or extension periods); or from the resolution of any dispute relating to the Agreement. lf this Agreement is terminated for any reason, the Contractor will deliver to the City all plans and records of work compiled through the date of termination. 2. The Contractor is solely responsible for the relevance and accuracy of all items and details included in any reports relating to the work performed under this Agreement, regardless of any review by the City. G. Audit and Inspection. 1. The Contractor will submit to any City audit, inspection, and review and, at the City?s request, will make available all documents relating or pertaining to this Agreement maintained by or under the control of the Contractor, its employees, agents, assigns, successors and subcontractors, during normal business hours at the Contractor?s office or place of business in Louisiana. If no such location is available, the Contractor will make the documents available at a time and location that is convenient for the City. 2. The Contractor will abide by all provisions of City Code 2-1120, including but not limited to City Code which requires the Contractor to provide the Office of Inspector General with documents and information as requested. Failure to comply with such requests shall constitute a material breach of the Agreement. The Contractor agrees that it is subject to the jurisdiction of the Orleans Parish Civil District Court for purposes of challenging a subpoena. Professional Services Agreement Page 3 of 12 City of New Orieans and New Orleans Convention Company, Inc. K14-433 H. Indemnity. 1. To the fullest extent permitted by law, the Contractor will indemnify, defend, and hold harmless the City, its agents, employees, officials, insurers, self-insurance funds, and assigns (collectively, the ?Indemnified Parties?) from and against any and all claims, demands, suits, and judgments of sums of money accruing against the Indemni?ed Parties: for loss of life or injury or damage to persons or property arising from or relating to any act or omission or the operation of the Contractor, its agents, subcontractors, or employees while engaged in or in connection with the discharge or performance of any work under this Agreement; and for any and all claims and/or liens for labor, services, or materials furnished to the Contractor in connection with the performance of work under this Agreement. 2. The Contractofs indemnity does not extend to any loss arising from the gross negligence or willful misconduct of any of the Indemni?ed Parties, provided that neither the Contractor nor any of its agents, subcontractors, or employees contributed to such gross negligence or willful misconduct. 3. The Contractor has an immediate and independent obligation to, at the City?s option: defend the City from or reimburse the City for its costs incurred in the defense of any claim that actually or potentially falls within this indemnity, even if: the allegations are or may be groundless, false, or fraudulent; or the Contractor is ultimately absolved from liability. 4. Notwithstanding any provision to the contrary, the Contractor shall bear the expenses including, but not limited to, the City?s reasonable attorney fees and expenses, incurred by the City in enforcing this indemnity II. REPRESENTATIONS AND WARRANTIES. A. The Contractor represents and warrants to the City that: 1. The Contractor, through its duly authorized representative, has the full power and authority to enter into and execute this Agreement; 2. The Contractor has the requisite expertise, quali?cations, staff, materials, equipment, licenses, permits, consents, registrations, and certi?cations in place and available for the performance of all work required under this Agreement; 3. The Contractor is bonded, if required by law, and fully and adequately insured for any injury or loss to its employees and any other person resulting from the actions or omissions of the Contractor, its employees, or its subcontractors in the performance of this Agreement; 4. The Contractor is not under any obligation to any other person that is inconsistent or in conflict with this Agreement or that could prevent, limit, or impair the Contractor?s performance of this Agreement; 5. The Contractor has no knowledge of any facts that could prevent, limit, or impair the performance of this Agreement, except as otherwise disclosed to the City and incorporated into this Agreement; 6. The Contractor is not in breach of any federal, state, or local statute or regulation applicable to the Contractor or its operations; Professionai Services Agreement Page 4 of 12 City of New Orleans and New Orleans Convention Company, Inc. KE4-433 7. Any rate of compensation established for the performance of services under this Agreement are no higher than those charged to the Contractor?s most favored customer for the same or substantially similar services; 8. The Contractor has read and fully understands this Agreement and is executing this Agreement willingly and voluntarily; and 9. All of the representations and warranties in this Article and elsewhere in this Agreement are true and correct as of the date of this Agreement by the Contractor and the execution of this Agreement by the Contractor?s representative constitutes a sworn statement, under penalty of perjury, by the Contractor as to the truth of the foregoing representations and warranties. B. Convicted Felon Statement. The Contractor complies with City Code 2-8(c) and no principal, member, or officer of the Contractor has, within the preceding five years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsi?cation or destruction of public records. C. Non-Solicitation Statement. The Contractor has not employed or retained any company or person, other than a bona tide employee working solely for it, to solicit or secure this Agreement. The Contractor has not paid or agreed to pay any person, other than a bona fide employee working for it, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from this Agreement. D. The Contractor acknowledges that the City is relying on these representations and warranties and Contractor?s expertise, skill, and knowledge and that the Contractor?s obligations and liabilities will not be diminished by reason of any approval by the City. THE OBLIGATIONS. A. Administration. The City will: 1. Administer this Agreement through the Mayor?s Oftice; 2. Provide the Contractor any information or documents necessary for the Contractor?s performance of any work required under this Agreement; and 3. Provide reasonable access to Department personnel to discuss the required services during normal working hours, as requested by the Contractor. B. Payment. The City will make payments to the Contractor at the rate of compensation established in this Agreement based upon the Contractor?s certi?ed invoices, except: 1. The City?s obligation to pay is contingent upon the Contractor?s: submission of a complete and accurate invoice; satisfactory performance of the services and conditions required by this Agreement; 2. The City, in its discretion, may withhold payment of any disputed amounts, and no interest shall accrue on any amount withheld pending the resolution of the dispute; 3. The City may set off any amounts due to the Contractor against any amounts deemed by the City to be owed to the City by the Contractor pursuant this Agreement; and 4. All compensation owed to the Contractor under this Agreement is contingent upon the appropriation and allocation of funds for work under this Agreement by the City. Professional Services Agreement Page 5 of 12 City of New Orleans and New Orleans Convention Company, Inc. K14-433 5. The City is not obligated under any circumstances to pay for any work performed or costs incurred by the Contractor that: exceed the maximum aggregate amount payable established by this Agreement; are beyond the scope or duration of this Agreement; arise from or relate to the any change order within the scope of the Agreement; are for services performed on days on which services were suspended, due to circumstances beyond the control of the City, and no work has taken place; arise from or relate to the correction of errors or omissions of the Contractor or its subcontractors; or the City is not expressly obligated to pay under this Agreement. 6. If this Agreement is terminated for any reason, the City will pay the Contractor only for the work requested by the City and satisfactorily performed by the Contractor through the date of termination, except as otherwise provided in this Agreement. IV. COMPENSATION. A. Rate of Compensation. 1. The compensation due to the Contractor relative to this Agreement is set forth on Exhibit A. 2. This Agreement does not guarantee any amount of work or compensation except as speci?cally authorized by the City in accordance with the terms and conditions. of this Agreement. 3. The stated compensation is inclusive, and includes no additional amounts for, the Contractor?s costs, including without limitation all expenses relating to overhead, administration, subcontractors, employees, bid preparation, bond.s, scheduling, invoicing, insurance, record retention, reporting, inspections, audits, the correction of errors and omissions, or minor changes within the scope of this Agreement. The City will not consider or be obligated. to pay or reimburse the Contractor any other charges or fees and the Contractor will not be entitled to any additional compensation or reimbursement, except otherwise specifically provided in the Agreement 4. The Contractor will immediately notify the City in writing of any reduction to the rate of compensation for its most favored customer and the rate of compensation established by this Agreement automatically will adjust to the reduced rate effective as of the effective date of the reduction for the most favored customer. B. Maximum Amount. The maximum aggregate amount payable by the City under this Agreement is TWO HUNDRED FORTY-SEVEN THOUSAND THREE HUNDRED AND FIVE DOLLARS AND NO CENTS V. DURATION AND TERMINATION. A. Initial Term. The initial term of this Agreement is one (1) year from the Effective Date. B. Extension. The City may extend the term this Agreement for no more than five (5) one (1) year periods pursuant to validly executed amendments, provided that; any extension of this Agreement is subject to and contingent upon the encumbrance of funds; the City determines that the extension facilitates the continuity of services provided under this Agreement. Professional Services Agreement Page 6 of 12 City of New Orleans and New Orleans Convention Company, Inc. K14-433 C. Termination for Convenience. The City may terminate this Agreement at any time during the term of the Agreement by giving the Contractor written notice of the termination at least thirty (30) calendar days before the intended date of termination. D. Termination for Non-Appropriation. This Agreement will terminate immediately in the event of non-appropriation of funds sufficient to maintain this Agreement Without the requirement of notice and the City will not be liable for any amounts beyond the funds appropriated and encumbered for this Agreement. E. Termination for Cause. The City may terminate this Agreement immediately for cause by sending written notice to the Contractor. ?Cause? includes Without limitation any failure to perform any obligation or abide by any condition of this Agreement or the failure of any representation or warranty in this Agreement, including without limitation any failure to comply with the requirements of the City?s Disadvantaged Business Enterprise program and any failure to comply with any provision of City Code 2-1120 or requests of the Office of Inspector General. if a termination for cause is subsequently challenged in a court of law and the challenging party prevails, the termination will be deemed to be a termination for convenience effective thirty (30) days from the date of the original written notice of termination for cause was sent to the challenging party; no further notice will be required. F. Suspension. The City may suspend this Agreement at any time and for any reason by giving two (2) business day?s written notice to the Contractor. The Contractor will resume work upon ?ve (5) business day?s written notice from the City. VI. NON -DISCRIMINATION. A. Equal Employment Opportunity. In all hiring or employment made possible by, or resulting from this Agreement, the Contractor (1) will not be discriminate against any employee or applicant for employment because of race, color, religion, gender, age, physical or mental disability, national origin, sexual orientation, creed, culture, or ancestry, and (2) where applicable, will take affirmative action to ensure that the Contractor?s employees are treated during employment without regard to their race, color, religion, gender, age, physical or mental disability, national origin, sexual orientation, creed, culture, or ancestry. This requirement shall apply to, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. All solicitations or advertisements for employees shall state that all qualified applicants will receive consideration for employment without regard to- race, color, religion, gender, age, physical or mental disability, national origin, sexual orientation, creed, culture, or ancestry. B. Non-Discrimination. In the performance of this Agreement, the Contractor will not discriminate on the basis, whether in fact or perception, of a person's race, color, creed, religion, national origin, ancestry, age, sex (gender), sexual orientation, gender identity, domestic partner status, marital status, physical or mental disability, or AIDS- or HIV-status against (1) any employee of the City working with the Contractor in any of Contractor?s operations within Orleans Parish or (2) any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by the Contractor. The Contractor agrees to comply with and abide by all applicable federal, state and local laws relating to non?discri1nination, including, without limitation, Title VI of the Civil Rights Act of 1964, Section of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990. Professionai Services Agreement Page 7 of 12 City of New Orleans and New Orleans Convention Company, Inc. KE4-433 C. Incorporation into Subcontracts. The Contractor will incorporate the terms and conditions of this Article into all subcontracts, by reference or otherwise, and will require all subcontractors to comply with those provisions. 1). The City may terminate this Agreement for cause if the Contractor fails to comply with any obligation in this Article, which failure is a material breach of this Agreement. VII. INDEPENDENT CONTRACTOR. A. Independent Contractor Status. The Contractor is an independent contractor and shall not be deemed an employee, servant, agent, partner, or joint venture of the City and will not hold itself or any of its employees, subcontractors or agents to be an employee, partner, or agent of the City. B. Exclusion of Worker?s Compensation Coverage. The City will not be liable to the Contractor, as an independent contractor as defined in La. R.S. for any bene?ts or coverage as provided by the Workmen?s Compensation Law of the State of Louisiana. Under the provisions of La. R.S. 2321034, any person employed by the Contractor will not be considered an employee of the City for the purpose of Worker?s Compensation coverage. C. Exclusion of Unemployment Compensation Coverage. The Contractor, as an independent contractor, is being hired by the City under this Agreement for hire and de?ned in La. RS. 23: l472(E) and neither the Contractor nor anyone employed by it will be considered an employee of the City for the purpose of unemployment compensation coverage, which coverage same being hereby expressly waived and excluded by the parties, because: the Contractor has been and will be free from any control or direction by the City over the performance of the services covered by this Agreement; 03) the services to b-e performed by the Contractor are outside the normal course and scope of the City?s usual business; and the Contractor has been independently engaged in performing the services required under this Agreement prior to the date of this Agreement. D. Waiver of Benefits. The Contractor, as an independent contractor, will not receive from the City any sick and annual leave bene?ts, medical insurance, life insurance, paid vacations, paid holidays, sick leave, pension, or Social Security for any services rendered to the City under this Agreement. NOTICE. Except for any routine communication, any notice, demand, communication, or request required or permitted under this Agreement will be given in writing and delivered in person or by certi?ed mail, return receipt requested as follows: 1. To the City: Mayor?s Office City of New Orleans 1300 Perdido St. Suite 21304 New Orleans, LA 70112 City Attorney City of New Orleans 1300 Perdido Street, Suite SE03 Professional Services Agreement Page 8 of 12 City of New Orleans and New Orleans Convention Company, Inc. Kl-4-433 New Orleans, LA 70112 2. To the Contractor: Dottie Belletto NOCCI 501 Basin St. New Orleans, LA 70112 Notices are effective when received, except any notice that is not received due to the intended recipient?s refusal or avoidance of delivery is deemed received as of the date of the first attempted delivery. Each party is responsible for notifying the other in writing that references this Agreement of any changes in its address(es) set forth above. IX. ADDITIONAL PROVISIONS. A. Limitations of the Citv?s Obligations. The City has no obligations not explicitly set forth in this Agreement or any incorporated documents or expressly imposed by law. B. Order of Documents. In the event of any conflict between the provisions of this Agreement any incorporated documents, the terms and conditions of the documents will apply in this order: Exhibit the Agreement. C. Ownership Interest Disclosure. The Contractor will provide a sworn affidavit listing all natural or artificial persons with an ownership interest in the Contractor and stating that no other person holds an ownership interest in the Contractor via a counter letter. For the purposes of this provision, an ?ownership interest? shall not be deemed to include ownership of stock in a publicly traded corporation or ownership of an interest in a mutual fund or trust that holds an interest in a publicly traded corporation. If the Contractor fails to submit the required affidavits, the City may, after thirty (30) days? written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payments until such the required affidavits are submitted. D. Subcontractor Reporting. The Contractor will provide a list of all natural or arti?cial persons who are retained by the Contractor at the time of the execution and who are expected to perform work as subcontractors in connection with the Contractor?s work for the City. For any subcontractor proposed to be retained by the Contractor to perform work on the Agreement with the City, the Contractor must provide notice to the City within 30 days of retaining that subcontractor. If the Contractor fails to submit the required lists and notices, the City may, after 30 days? written notice to the Contractor, take any action it deems necessary, including, without limitation, causing the suspension of any payments, until the required lists and notices are submitted. E. Prohibition of Financial Interest in Agreement. No elected official or employee of the City shall have a ?nancial interest, direct or indirect, in this Agreement. For purposes of this provision, a ?nancial interest held by the spouse, child, or parent of any elected official or employee of the City shall be deemed to be a ?nancial interest of such elected official or employee of the City. Any willful violation of this provision, with the expressed or implied knowledge of Contractor, shall render this Agreement voidable by the City and shall entitle the City to recover, in addition to any other rights and remedies available to the City, all monies paid by the City to Contractor pursuant to this Agreement without regard to Contractor?s otherwise satisfactory performance of the Agreement. Professional Services Agreement Page 9 of 12 City of New Orleans and New Orleans Convention Company, inc. 104-433 F. Prohibition on Political Activity. None of the funds, materials, property, or services provided directly or indirectly under the terms of this Agreement shall be used in the performance of this Agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. G. Conflicting Employment. To ensure that the Contractor?s efforts do not conflict with the City?s interests, and in recognition of the Contractor?s obligations to the City, the Contractor will decline any offer of other employment if its performance of this Agreement is likely to be adversely affected by the acceptance of the other employment. The Contractor will notify the City in writing of its intention to accept the other employment and will disclose all possible effects of the other employment on the Contractor?s performance of this Agreement. The City will make the ?nal determination whether the Contractor may accept the other employment. H. Non-Exclusivitv. This Agreement is non-exclusive and the Contractor may provide services to other clients, subject to the City?s approval of any potential conflicts with the performance of this Agreement and the City may engage the services of others for the provision of some or all of the work to be performed under this Agreement. 1. Assignment. This Agreement and any part of the Contractor?s interest in it are not assignable or transferable without the City?s prior written consent. J. Terms Binding. The terms and conditions of this Agreement are binding on any heirs, successors, transferees, and assigns. K. Jurisdiction. The Contractor consents and yields to the jurisdiction of the State Civil Courts of the Parish of Orleans and formally waives any pleas or exceptions of jurisdiction on account of the residence of the Contractor. L. Choice of Law. This Agreement will be construed and enforced in accordance with the laws of the State of Louisiana without regard to its conflict of laws provisions. M. Construction of Agreement. Neither party will be deemed to have drafted this Agreement. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties. No term of this Agreement shall be construed or resolved in favor of or against the City or the Contractor on the basis of which party drafted the uncertain or ambiguous language. The headings and captions of this Agreement are provided for convenience only and are not intended to have effect in the construction or interpretation of this Agreement. Where appropriate, the singular includes the plural and neutral words and words of any gender shall include the neutral and other gender. N. Severabili_t_y_. Should a court of competent jurisdiction find any provision of this Agreement to be unenforceable as written, the unenforceable provision should be reformed, if possible, so that it is enforceable to the maximum extent permitted by law or, if reformation is not possible, the unenforceable provision shall be fully severable and the remaining provisions of the Agreement remain in full force and effect and shall be construed and enforced as if the unenforceable provision was never a part the Agreement. 0. Survival of Certain Provisions. All representations and warranties and all obligations concerning record retention, inspections, audits, ownership, indemni?cation, payment, remedies, jurisdiction, and choice of law shall survive the expiration, suspension, or termination of this Agreement and continue in full force and effect. Professional Services Agreement Page 10 of 12 City of New Orleans and New Orleans Convention Company, Inc. MO484ii~73; Kl4?433 P. No Third Party Bene?ciaries. This Agreement is entered into for the exclusive benefit of the parties and the parties expressly disclaim any intent to bene?t anyone not a party to this Agreement. Q. Amendment. No amendment of or modi?cation to this Agreement shall be valid u.nless and until executed in writing by the duly authorized representatives of both parties to this Agreement. R. Non-?Waiver. The failure of either party to insist upon strict compliance with any provision of this Agreement, to enforce any right or to seek any remedy upon discovery of any default or breach of the other party at such time as the initial discovery of the existence of such noncompliance, right, default or breach shall not affect or constitute a waiver of either party?s right to insist upon such compliance, exercise such right or seek such remedy with respect to that default or breach or any prior contemporaneous or subsequent default or breach. S. Remedies Cumulative. No remedy set forth in this Agreernent or otherwise conferred upon or reserved to any party shall be considered exclusive of any other remedy available to a party. Rather, each remedy shall be deemed distinct, separate and cumulative and each may be exercised from time to time as often as the occasion may arise or as may be deemed expedient. T. Entire Agreement. This Agreement, including all incorporated documents, constitutes the final and complete agreement and understanding between the parties. All prior and contemporaneous agreements and understandings, whether oral or written, are superseded by this Agreement and are Without effect to vary or alter any terms or conditions of this Agreement. IN WITNESS WHEREOF, the City and the Contractor, through their duly authorized representatives, execute this Agreement. J. LANDRIEU, MAYOR I it FORM AND APPROVED: .. . Printed Nam eta NEW ORLEANS CONVENTION ENC. DOTTIE BELLETTO, BY: Professional Services Agreement Page Ii of 12 City of New Orleans and New Orleans Convention Company, Inc. K14-433 SCHEDULE - EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT CITY OF NEW ORLEANS AND NEW ORLEANS CONVENTION COMPANY, INC. The schedule of events to be managed is as follows: JAZZ FEST (APRIL 25-? MAY 4, 2014) 9 City of New Orleans sponsorship area Price: $33,855.00 INAUGURATION (MAY 5. 2014) 6 Interfaith service at St. Louis Cathedral 6 Swearing in at Saenger Theater Price: $108,450.00 ESSENCE FESTIVAL (JULY 4-6 2014) 6 Kick-off event at Gallier Hall 9 Reception at Martine Gallery 6 Sponsor recognition events Price: $75,000.00 NOLA FOR LIFE EXPO OCTOBER 2014) Event management and staffing a Rental of booths, dividers, audio/visual equipment, tables, chairs, stage and related ?xtures and equipment 9 Catering Price: $30,000.00 Professional Services Agreement Page 12 of 12 City of New Orleans and New Orleans Convention Company, inc.