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HomeMy WebLinkAbout05 - Amendment PSA for NBRBID Marketing, Public Relations and BID AdministrationNovember 7, 2016 Agenda Item No. 5 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Dave Kiff, City Manager - 949-644-3001, dkiff@newportbeachca.gov PREPARED BY: Mary Locey, BID Liaison/Management Analyst PHONE: 949-644-3031, mlocey@newportbeachca.gov TITLE: Amendment No. One to Professional Services Agreement with Newport Beach & Company for Newport Beach Restaurant Association Business Improvement District Marketing, Public Relations and BID Administration ABSTRACT: The Newport Beach Restaurant Association Business Improvement District's (NBRA BID) Advisory Board of Directors is requesting an amendment to' the professional services agreement with Newport Beach & Company to provide an additional year of marketing, public relations and administration services, to subcontract with Destination Consultancy Group LLC to develop its strategic business plan update, and to update the consultant's project manager. RECOMMENDATION: a) Determine that the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly; and b) Approve Amendment No. One to the Professional Services Agreement with Newport Beach & Company for Newport Beach Restaurant Association Business Improvement District Marketing and Public Relations and BID Administration, and authorize the Mayor and City Clerk to execute the agreement. FUNDING REQUIREMENTS: The LABRA BID is funded through assessments levied on stakeholder businesses and $40,000 in annual City support from the City Manager's Economic Development budget (01020202-841046). The LABRA BID's fiscal year (FY) 2017 budget includes sufficient funding for the currently contracted marketing, public relations and administration services, as well as an additional $7,500 for funding the strategic planning effort. 5-1 Amendment No. One to Professional Services Agreement with Newport Beach & Company for Newport Beach Restaurant Association Business Improvement District Marketing, Public Relations and BID Administration November 7, 2016 Page 2 The budget for FY 2018 will allocate the appropriate funding for the contracted marketing, public relations and BID administration services. The FY 2018 budget will be presented for the City Council's approval during the NBRA BID's annual renewal process in spring 2017. The total not -to -exceed amount of the amended agreement would be $187,500. This includes the $90,000 already budgeted for the NBRA BID's FY 17 marketing efforts, $7,500 for FY 17 strategic planning effort and $90,000 for its FY 18 marketing program. DISCUSSION: Newport Beach & Company (NB&Co.) has been providing marketing, public relations and administration services to the NBRA BID since December 2013. The services were contracted following a request for proposals process. Each fiscal year, City staff prepares a new agreement with NB&Co. to provide the ongoing services. The current agreement (C-8079-1) is for a not -to -exceed amount of $90,000, which expires on June 30, 2017 (Attachment A). On July 27, 2016 the NBRA BID's Advisory Board of Directors (Board) voted to recommend the City extend the term of this fiscal year's agreement with NB&Co. to provide for two complete years of service at the current contract's annual rate. Amending the existing agreement will allow the NBRA BID to maintain a consistent marketing program as they continue to improve stakeholder outreach and brand recognition. Additional Services In 2013, the NBRA BID Board worked with Destination Consultancy Group LLC (DCG) to prepare its 2013/2014-2015/2016 Strategic Business Plan. The NBRA BID Board worked hard over the past three years to complete the goals within the plan. The Board is now ready to begin working on its goals for the next three years. DCG submitted a proposal to develop and analyze a new stakeholder survey, facilitate a planning workshop, and prepare the NBRA BID's 2016/2017-2018/2019 Strategic Business Plan at a cost of $7,500. After reviewing the proposal, the NBRA BID Board recommended the City enter into an agreement with DCG. To expedite the contracting process, NB&Co. agreed to hire DCG as its subcontractor to perform the advisory services and develop the strategic plan. NBRA BID Board President Ronald Schwartz submitted a letter recommending the City Council's approval of an amendment to the agreement with NB&Co to extend the marketing and administration services for an additional year and to subcontract with DCG for its strategic planning efforts (Attachment B). 5-2 Amendment No. One to Professional Services Agreement with Newport Beach & Company for Newport Beach Restaurant Association Business Improvement District Marketing, Public Relations and BID Administration November 7, 2016 Page 3 Prosect Manager One additional housekeeping matter is to update the project manager identified in the agreement. The existing agreement lists Polly Peak as the NB&Co. project manager. Ms. Peak's role with the NBRA BID has recently changed to providing the NBRA BID with administrative support; the marketing services she previously provided have been reassigned to another NB&Co. staff member. Doug McClain is the vice president of marketing and communications for NB&Co. Since Mr. McClain oversees the services that NB&Co. provides the NBRA BID, he is listed as the project manager in the amendment. Thus, City staff is recommending the City Council approve Amendment No. One to Professional Services Agreement with Newport Beach & Company for Newport Beach Restaurant Association Business Improvement District Marketing and Public Relations and BID Administration (Attachment C), which extends the term of the agreement to June 30, 2018; increases the total compensation to a not -to -exceed amount of $187,500 (including the $7,500 for DCG's services); and changes the NB&Co. project manager to Doug McClain. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING - The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A - Professional Services Agreement (PSA) with NB&Co. Attachment B - Letter from NBRA BID President Attachment C - Amendment No. One to PSA 5-3 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT WITH NEWPORT BEACH & COMPANY FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING AND PUBLIC RELATIONS AND BID ADMINISTRATION THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 1st day of July, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT BEACH & COMPANY, a California corporation ("Consultant"), whose address is 1600 Newport Center Drive, Suite 120, Newport Beach, California 92660, 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 Consultant to provide the City with planning, development, implementation and delivery of a marketing and public relations plan and BID administration for the Newport Beach Restaurant Association Business Improvement District ("Project"). C. Consultant 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 Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant 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, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 5-4 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant 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 Consultant 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, Consultant shall not be responsible for delays due to causes beyond Consultant'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 Consultant 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 Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Ninety Thousand Dollars and 00/100 ($90,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. Newport Beach & Company Page 2 5-5 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant 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. Consultant has designated Polly Peak to be its Project Manager. Consultant 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. 5.2 Consultant, 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. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant 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. 6. ADMINISTRATION This Agreement will be administered by the City Manager's Office. City's Public Information 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. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, 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 Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant 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 Newport Beach & Company Page 3 5-6 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, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant 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 Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant 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 Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, 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). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant 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 Consultant. Newport Beach & Company Page 4 5-7 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, 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 Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant 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 Consultant on the Project. 12. CITY POLICY Consultant 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. 13. PROGRESS Consultant 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. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant 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. 15. 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 Newport Beach & Company Page 5 ME be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. 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. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant 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. 17. OWNERSHIP OF DOCUMENTS 17.1 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 Consultant, 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 Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, 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 Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant 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 Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. Newport Beach & Company Page 6 5-9 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. 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. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant 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 Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant 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 Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant 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. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant 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. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be Newport Beach & Company Page 7 5-10 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Tara Finnigan City Manager's Office City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Gary Sherwin Newport Beach & Company 1600 Newport Center Drive, Suite 120 Newport Beach, CA 92660 Newport Beach & Company Page 8 5-11 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant'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 Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 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. 27.2 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 Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant 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. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant 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 Consultant 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. Newport Beach & Company Page 9 5-12 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 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. 28.9 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. 28.10 Equal Opportunity Employment. Consultant 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, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 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. 28.12 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] Newport Beach & Company Page 10 5-13 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: z t 1 Aaron C. Harp City Attorney ATTEST: Date: `�"! I , By: { Leilani I. Brown City Clerk a H U PORN� 9 CITY OF NEWPORT BEACH, a California municipal corporation Dat :,V By: Dave Kiff City Manager CONSULTANT: Newport Beach & Company, a California corporation AN LM Uhlet Financial Utticer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Newport Beach & Company Page 11 5-14 SCOPE OF SERVICES Newport Beach & Company Page A-1 5-15 eort lr� a & COMPANY 1. Scope of Services: Goals, Provisions & Responsibilities 1.1 Consultant shall provide the NBRA BID Board with planning, development, implementation and delivery of the annual marketing plan. This comprehensive plan shall address the following components: 1.1.1 Brand Management; 1.1.2 Advertising; 1.1.3 Promotions; 1.1.4 Website and Social Media; 1.1.5 Public and Media Relations; 1.2 Consultant shall oversee and coordinate all marketing efforts including working closely with and monitoring the work product of vendors and other subcontractors and sub consultants; 1.3 Consultant shall effectively communicate with the NBRA BID Board and its stakeholders and the City and provide updates as requested; 1.4 Consultant shall provide a dedicated professional to attend all NBRA BID Board meetings; prepare reports, and other documents as requested; 1.5 Consultant shall involve the NBRA BID Board in the selection and hiring processes as they relate to any dedicated professionals specifically retained and assigned to the NBRA BID Board and the City for purposes of this Project; 1.6 City shall, upon request, provide Consultant with any documentation necessary to execute the services required in this Project. 2. Marketing 2.1 Consultant shall, under the direction of the NBRA BID Board, develop and implement a marketing plan and program that fulfills the goals of the NBRA BID as detailed in its adopted `Strategic Plan' and 'Annual Report;" 2.2 Consultant shall develop a plan that contains an implementation schedule, budget and measurable qualitative and quantitative goals, objectives and metrics; 2.3 Consultant shall prepare periodic reports to present to the NBRA BID Board and the City that detail the progress made in and achieving the established marketing goals and objectives; 2.4 Consultant shall fulfill tasks based on the direction of the NBRA BID Board that include, but are not limited to: NBRA BID Marketing, Communications, Public Relations and BID Administration Proposal FY 2016-2017 5-16 ort e� & COMPANY 2.4.1 Advertising 2.4.1.1 Consultant shall be responsible for the creation and development of the NBRA BID advertising campaign materials including graphic design, layout, content and photography; 2.4.1.2 Consultant shall select and manage all print and online placement in key media outlets to market Newport Beach restaurants and the dining destination in accordance with the NBRA BID budget; 2.4.2 Promotional Materials 2.4.2.1 Consultant shall design and print all requested collateral such as informational brochures, decals, promotional materials and stakeholder informational pieces in a manner providing a consistency in branding; 2.4.3 Website 2.4.3.1 Consultant shall oversee, update and maintain the NBRA website (DineNB.com); 2.4.3.2 Consultant shall ensure that the website is regularly updated with relevant content including information of interest to NBRA BID stakeholders and items of interest to the Orange County diners, area visitors and the local Newport Beach community; 2.4.3.3 Consultant shall ensure that all stakeholders are listed, and their information remains current on the NBRA BID website; 2.4.3.4 Consultant shall provide regular metrics reports to the NBRA BID Board noting the progress made and a forecast of what will be accomplished in the coming months. This reporting will be inclusive of website activity and campaign results. The metrics shall include number of website visitors, website page views, and email subscribers, as well as Google analytics when applicable; 2.4.4 Social Media 2.4.4.1 Consultant shall maintain and routinely update NBRA's Facebook, Twitter, Instagram and all other social media channels deemed relevant by the NBRA BID Board and desired to be engaged by the Board; 2.4.4.2 Consultant shall develop social media campaigns and promotions that increase visibility for Newport Beach restaurants, the local culinary community and dining experiences, as needed; 2.4.5 Communications 2.4.5.1 Consultant shall, write, edit and publish regular blog posts on the NBRA BID website on a weekly basis; NBRA BID Marketing, Communications, Public Relations and BID Administration Proposal FY 2016-2017 5-17 eort t: & COMPANY 2.4.5.2 Consultant shall write and distribute weekly e -newsletters to the consumer database of email subscribers; 2.4.5.3 Consultant shall write and distribute a quarterly e -newsletters to NBRA BID stakeholders providing information on promotional opportunities, industry insights and BID news; 2.4.6 Events 2.4.6.1 Consultant shall plan and produce the NBRA BID annual meeting including selecting and securing a meeting location, overseeing preparing and distributing invitations to NBRA BID stakeholders and guests and developing the program; 2.4.6.2 Consultant shall produce, direct, provide support and coordinate activities, marketing, advertising, promotion and media relations as needed for Newport Beach Restaurant Week. 3. Media Relatio 3.1 Consultant shall develop a Public Relations (PR) plan that complements the NBRA's BID marketing program; 3.2 Consultant shall include in the plan specific objectives and tactics for an effective public and media relations campaign; 3.3 Consultant shall identify qualitative and quantitative methods for measuring the success or failure of the public and media relations campaign; 3.4 Consultant shall provide regular reports on PR metrics to the NBRA BID Board noting the progress made and a forecast of what will be accomplished in the coming months. This reporting will be inclusive of impressions, ad value and media visits. 4. Research and Measurement 4.1 Consultant shall conduct or utilize existing research, as appropriate, to ensure that the marketing plan and strategy are effective and producing quantifiable results; 4.2 Examples include, but are not limited to, stakeholder surveys, customer satisfaction surveys, website and social media analytics, and hospitality industry research, etc; 4.3 Consultant shall prepare reports and present findings to the NBRA BID Board and adjust the marketing program if necessary based on research results. 5. Community Relations NBRA BID Marketing, Communications, Public Relations and BID Administration Proposal FY 2016-2017 5-18 Tw art & COMPANY 5.1 Consultant shall maintain existing NBRA BID memberships in a variety of professional restaurant, tourism and community associations and, based on the NBRA BID Board's direction, develop new partnership opportunities that will enhance the reach and promotion of dining in Newport Beach; 5.2 Consultant shall oversee the NBRA BID's participation in local events and activities that support the goals and mission of the NBRA BID; 5.3 Consultant shall serve as the NBRA BID representative while attending local community events to distribute Dine Newport Beach marketing materials and promote the Newport Beach dining experience. BID Administration 6.1 Consultant shall serve as the liaison to the City as it relates to the activities of the BID and act as the primary contact between the BID and the City; 6.2 Consultant will ensure that Board and stakeholder meetings are noticed and executed according to the Ralph M. Brown Act and any other applicable laws or City policies. This includes preparing agendas and meeting minutes, as well as maintaining BID records; 6.3 Consultant shall assist the BID in the preparation of the annual report and budget for review and approval by the BID Board and City Council as required by State law, including providing information for staff reports and public notices; 6.4 Consultant shall facilitate and provide follow-up for all Board, stakeholder and subcommittee meetings; 6.5 Consultant shall maintain a current database of BID stakeholders with contact and billing information. 6.6 Consultant will assist in the preparation of all BID communication materials including, but not limited to the annual report, stakeholder mailings, emails and surveys. 7. Reporting and Deliverables 7.1 Consultant shall provide regular reports to the NBRA BID Board noting the progress and a forecast of what will be accomplished in the month(s) ahead. This update shall, at a minimum be delivered in a presentation; however the NBRA BID Board reserves the right to request a full written report; 7.2 Upon Agreement execution and upon each term renewal, Consultant shall provide the NBRA BID Board with an annual calendar of the Marketing Plan containing specific dates/deadlines including advertising campaigns and advertising buys; 7.3 Upon Agreement execution and upon each term renewal, Consultant shall confirm the NBRA strategic goals and develop a tailored Marketing Plan with key performance metrics and goals for website, social metrics and public relations. NBRA BID Marketing, Communications, Public Relations and BID Administration Proposal FY 2016-2017 5-19 SCHEDULE OF BILLING RATES Newport Beach & Company Page B-1 5-20 e®Yt & COMPANY SCHEDULE OF BILLING RATES Consultant shall provide the NBRA BID with Marketing, Communications, Public Relations, BID Administration during the Agreement term and shall receive compensation in an amount not to exceed $90,000. An estimated budget break down is provided in the table below. Consultant Fees include service and support from the following positions: • President & CEO • SVP & Chief Marketing Officer • Senior Director, Marketing & Strategic Planning • Senior Director, Online Marketing & New Media • Senior Director, Media Relations & Brand Management • Marketing Director • Brand Management Director • Business Development Manager • Digital Marketing Specialist • Media Relations & Communications Specialist • Digital Marketing & Video Coordinator • Marketing & Analytics Coordinator • Marketing Coordinator BID Marketing, Communications & Public Relations $48,000 BID Administration $18,000 Operating Expenses & Insurance $12,000 Agency Fee $12,000 TOTAL CONSULTANT FEES $90,000 NBRA BID Marketing, Communications, Public Relations and BID Administration Proposal FY 2016-2017 5-21 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant 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. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary 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 one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 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. Consultant 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 Consultant arising out of or in connection with Work to be performed under this Newport Beach & Company Page C-1 5-22 Agreement, 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 each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 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 Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. 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 (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: Newport Beach & Company Page C-2 5-23 A. Evidence of Insurance. Consultant 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. Insurance certificates and endorsement 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 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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 Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. City Remedies for Non -Compliance. If Consultant 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 Consultant'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 Consultant or reimbursed by Consultant upon demand. Newport Beach & Company Page C-3 5-24 G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor'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. H. Consultant's Insurance. Consultant 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. Newport Beach & Company Page C-4 5-25 ATTACHMENT B fel='v'VPORT B�\CH RESTAURANT 00 ASSOCIATION October 13, 2016 Newport Beach City Council 100 Civic Center Drive Newport Beach, CA 92660 Re: Newport Beach & Co. NBRA Marketing Agreement Dear Mayor Dixon and City Council Members, In a effort to maintain expenses and consistency in marketing and promotion for the NBRA BID, the NBRA BID Board of Directors voted on July 27, 2016 to extend the existing contract with Newport Beach & Company for marketing, communications, public relations and BID administration services to a two-year agreement. The purpose for the amended agreement is to maintain marketing services at the current contracted rate for an additional year. In addition, the board voted to contract with Destination Consultancy Group to conduct strategic planning for the NBRA BID, and included the expense in its FY 2016-2017 annual budget. in order to expedite the strategic planning process, Newport Beach & Company has agreed to oversee and subcontract with Destination Consultancy Group for these services. Therefore, we ask that The City amend the current contract with Newport Beach & Company for marketing, communications, public relations and BID administration as follows: • Extend the term of the agreement to June 30, 2018 • Add strategic planning services to the scope of work at a flat rate of $7,600 The Board of Directors wishes to thank City Council for its continued support of the NBRA BID and its stakeholders, and we ask for your approval of our recommendations to ensure that the Newport Beach dining destination continues to thrive, Sincerely, Ronald Schwartz NBRA BID Board President Owner, Muldoon's Irish Pub cc: Dave Kiff, City Manager NBRA BID Board of Directors Gary Sherwin, Newport Beach & Company Tara Finnigan, Asst. to the City Manager/Public Information Officer Mary Locey, Public Information/Management Analyst 5-26 ATTACHMENT C AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH NEWPORT BEACH & COMPANY FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING AND PUBLIC RELATIONS AND BID ADMNISTRATION THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 8th day of November, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT BEACH & COMPANY, a California corporation ("Consultant"), whose address is 1600 Newport Center Drive, Suite 120, Newport Beach, California 92660, and is made with reference to the following: RECITALS A. On July 1, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to provide the City with planning, development, implementation and delivery of a marketing and public relations plan and BID administration for the Newport Beach Restaurant Association ("NBRA") Business Improvement District ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, to extend the term of the Agreement to June 30, 2018, to increase the total compensation, and to update the Project Manager's name. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 5-27 3. COMPENSATION TO CONSULTANT Exhibit B to the Agreement is amended in its entirety and replaced with the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Eighty Seven Thousand Five Hundred Dollars and 001100 ($187,500.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Ninety Seven Thousand Five Hundred Dollars and 001100 ($97,500.00). 4. PROJECT MANAGER Section 5.1 of the Agreement is amended in its entirety and replaced with the following: "5.1 Consultant 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. Consultant has designated Doug McClain to be its Project Manager. Consultant 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." 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Newport Beach & Company Page 2 5-28 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I01Z?, %!4 By: {� Aaron C. Harp ch an +ot�aliu City Attorney ATTEST: Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Diane B Mayor Dixon CONSULTANT: Newport Beach & Company, a California corporation Date: By: By: Leilani I. Brown Gary Sherwin City Clerk President & Chief Executive Officer Date: By: Lesley Swain Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Newport Beach & Company Page 3 5-29 EXHIBIT A SCOPE OF SERVICES Pursuant to Section 16 of the Agreement, the subcontractor authorized by City to perform Work on this Project is Destination Consultancy Group, LLC. Services shall include, but are not limited to advisory services through an abbreviated facilitation, research analysis, and reporting proposal to undertake a revised strategic business plan for the NBRA. Activities Timing 1. NBRA Stakeholder Strategic Planning Survey Development, Analysis and October 2016 Results 4 Preparation and approval required on customized survey questionnaire based on client information needs for strategic planning session with Board 4 Review past 2013 survey contents and outcomes 4 Questionnaire to be posted online using SurveyMonkey 4 Survey email message prepared by contractor and sent out by client to 450 stakeholders (members/investors, partners/sponsors, and other) 2. LABRA Board of Directors Strategic Planning Workshop November 16, 2016 (11:00a m-1:30pm ) 4 Full discussion on current situation/challenges, mission/value proposition/goals confirmation, and new priority initiatives a Use of above stakeholder survey results 4 Supplemental dialogue on professional development needs, additional performance success measures and new "big idea" opportunity 3. LABRA 201.6/2017-2018/2019 Strategic Plan Documentation Carly January 2017 4 Three year business plan rationale update (10 pages) 4 New business plan schematic (1 page) 3 Document review by Board Executive and Administrative Director and subsequent Board presentation Newport Beach & Company Page A-1 5-30 I*:/:11=3119=3 SCHEDULE OF BILLING RATES Consultant shall provide the NBRA BID with Marketing, Communications, Public Relations, and BID Administration during the Agreement term and shall receive compensation in an amount not to exceed $187,500.00. An estimated budget break down is provided in the table below. Consultant fees include service and support from the following positions: • President & CEO • SVP & Chief Marketing Officer • Senior Director, Marketing & Strategic Planning • Senior Director, Online Marketing & New Media • Senior Director, Media Relations & Brand Management • Marketing Director • Brand Management Director • Business Development Manager • Digital Marketing Specialist • Media Relations & Communications Specialist • Digital Marketing & Video Coordinator • Marketing & Analytics Coordinator • Marketing Coordinator Expenditures from NBRA BID Annual Budget FY 2016-2017 FY 2017-2018 BID Marketing, Communications & Public Relations $48,000 $48,000 BID Administration $18,000 $18,000 Operati6g Expenses & Insurance $12,000 $12,000 Agency Fee $12,000 $12,000 RevisO strategic business plan for the LABRA (includes all travel/out-of-pocket expenses $7,500 N/A Total Consultant Fees $97,500 $90,000 GRAND TOTAL CONSULTANT FEES: $187,500 Newport Beach & Company Page B-1 5-31