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HomeMy WebLinkAboutC-5235 - PSA for Newport Beach Restaurant Association Business Improvement District MarketingAMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT WITH CMC, INC. (CALIFORNIA MARKETING CONCEPTS, INC.) FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING THIS AMENDMENT NO. FOUR TO AGREEMENT FOR PROFESSIONAL QJ SERVICES ( "Amendment No. Four") is made and entered into as of this 30th day of April, 2013 ( "Effective Date ") by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CMC, Inc. (California Marketing Concepts, Inc.), a California corporation doing business as ( "DBA °) California Marketing Concepts, Inc. ( "Consultant'), whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 and is made with reference to the following: RECITALS A. On July 1, 2012, City and Consultant entered into a Professional Services Agreement ( "Agreement') for Provide monthly marketing consultation, project management and related services for the approved Newport Beach Restaurant Association NBRA BID Marketing Plan of Work ( "Project'). B. On October 31, 2012, City and Consultant entered into Amendment No. One to the Agreement to extend the term of the Agreement and to increase the total compensation ( "Amendment No. One "). C. On November 30, 2012, City and Consultant entered into Amendment No. Two to the Agreement to extend the term of the Agreement and increase the total compensation ( "Amendment No. Two "). D. On January 31, 2013, City and Consultant entered into Amendment No. Three to the Agreement to extend the term of the Agreement and increase the total compensation ( "Amendment No. Three "). E. City desires to enter into this Amendment No. Four to reflect additional services not included in the Agreement, to extend the term of the Agreement to June 30, 2013 and to increase the total compensation. F. City and Consultant mutually desire to amend the Agreement, as provided below. 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 July 1, 2012, and shall terminate on June 30, 2013 unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement shall be amended in pertinent part as follows: "Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Nineteen Thousand Eight Hundred Forty One Dollars and 001100 ($119,841.00) 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." Exhibit B of the Agreement shall be amended and supplemented to include the Newport Beach Restaurant Association BID "Bridge Agreement Scope of Work and Budget Amendment," attached hereto as Attachment 1 -B and incorporated herein by reference. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended, shall remain unchanged and shall be in full force and effect, [SIGNATURES ON NEXT PAGE] CIVIC, Inc. (California Marketing Concepts, Inc.) Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Four to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: ► i 3 By: Aaron C. Harp City Attorney ATTEST: Date: �,11. � 3 By: I�W— Leilani I. Brown City Clerk -W?0'6 `� sF �4MIN CITY OF NEWPORT BEACH, A California municipal corporation Date: 511-1 By: L -- Dave i City Manager CONSULTANT: CMC, Inc. (California Marketing Concepts, Inc.), a California corporation, DBA California Marketing Concepts, Inc. Date: rl-2. Z -O By: Susan M. Fort President/ Chief Financial Officer ND OF SIGNATURES] Attachments: Attachment 1-B – Newport Beach Restaurant Association BID Bridge Agreement Scope of Work and Budget Amendment CMC, Inc. (California Marketing Concepts, Inc.) Page 3 ATTACHMENT 1 -13 NEWPORT BEACH RESTAURANT ASSOCIATION BID BRIDGE AGREEMENT SCOPE OF WORK AND BUDGET AMENDMENT CIVIC, Inc. (California Marketing Concepts, Inc.) NEWPORT BEACH REElAUAANT d5 W A?1 0 NEWPORT BEACH RESTAURANT AS,sOCIATm BID BRIDGE AGREEMENT" SCOPE OF WORK & BUDGET ,AMENDMENT May 1, 2013 - June 30, 2013 BUDGE I'� TEM TOT, NBRA BID STRATEGIC WEB SITE DEVELOPMEN Annual Web Site Hosting & Programming - Vendor Fees $169 per month - Includes (5) Misc. Hours of Service @ $120 Per Hour $ 936 Annual Web Site Ongoing Maintenance - Vendor Fees $500 per month Includes twenty (20) Hours of Service Per Month @ $25 Per Hour $ 500 Total: $ 1.4 PUBLIC & MEDIA RELATIONS CAMPAIGNS Business Wire Press Center & Online PR Services $ 500 Total: $ 5+ SOCIAL MEDIA & ONGOING STRATEGIC INTERNETMARKETING CAMPAIGNS E- Newsletters) Copywriting, Design & Production - Vendor Fees $ 1,000 Includes (20) Hours of Service Per Month @ $25 Per Hour Social Networking Campaigns & Blog Development - Vendor Fees $ 1,250 Includes (25) Hours of Service Per Month @ $25 Per Hour Total- $ 2,250 AD CAMPAIGN CREATIVE PRODUCTION & DESIGN Ad Campaign Creative & Graphic Design - Vendor Fee $ 1,500 Total: $ 1,500 MARKETING & ASSOCIATION MANAGEMENT - AGENCY FEE Marketing Agency Monthly Retainer Fee - CMC Inc. $3,500 Association Management, Marketing & Public Relations Service Total: $ 7,000 Misc Billing &Administration Fees $ 500 Misc. Operationat Re- Imbursements Supplies & Postage $ 250 Total; $ 750 TOTAL EXPENDITURES NOT TO EXCEED $'13,438.001 AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT WITH CMC, INC. (CALIFORNIA MARKETING CONCEPTS, INC.) FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING IN THIS AMENDMENT NO. THREE TO AGREEMENT FOR PROFESSIONAL SERVICES ( "Amendment No. Three ") is made and entered into as of this 31st day of January, 2013 ( "Effective Date ") by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City'), and CMC, Inc. (California Marketing Concepts, Inc.), a California corporation doing business as ( "DBA ") California Marketing Concepts, Inc. ( "Consultant "), whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 and is made with reference to the following: RECITALS A. On July 1, 2012, City and Consultant entered into a Professional Services Agreement ( "Agreement ") for Provide monthly marketing consultation, project management and related services for the approved Newport Beach Restaurant Association NBRA BID Marketing Plan of Work ( "Project "). B. On October 31, 2012, City and Consultant entered into Amendment No. One to the Agreement to extend the term of the Agreement and to increase the total compensation ( "Amendment No. One "). C. On November 30, 2012, City and Consultant entered into Amendment No. Two to the Agreement to extend the term of the Agreement and increase the total compensation ( "Amendment No. Two "). D. City desires to enter into this Amendment No. Three to reflect additional services not included in the Agreement, to extend the term of the Agreement to April 30, 2013 and to increase the total compensation. E. City and Consultant mutually desire to amend the Agreement, as provided below. 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 July 1, 2012, and shall terminate on April 30, 2013 unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement shall be amended in pertinent part as follows: "Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Six Thousand Four Hundred and Three Dollars and 00/100 ($106,403.00) 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." Exhibit B of the Agreement shall be amended and supplemented to include the Newport Beach Restaurant Association BID "Bridge Agreement Scope of Work and Budget Amendment," attached hereto as Attachment 1-A and incorporated herein by reference. 3. 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. IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 2 ! I f 13 By: aron arp City Attorney ATTEST: Date: • 5 - �� By: Leilani I. Brown City CITY OF NEWPORT BEACH, A California municipal corporation Date: -41 1-b) i3 By: Q✓ Dave Kiff City Manager CONSULTANT: CMC, Inc. (California Marketing Concepts, Inc.), a California corporation, DBA California Marketing Concepts, Inc. Date: 12'olb By: VLJ Susan M. Fort President/ Chief Financial Officer [END OF SIGNATURES] Attachments: Attachment 1-A — Newport Beach Restaurant Association BID Bridge Agreement Scope of Work and Budget Amendment CMC, Inc. (California Marketing Concepts, Inc.) Page 2 ATTACHMENT 1 -A NEWPORT BEACH RESTAURANT ASSOCIATION BID BRIDGE AGREEMENT SCOPE OF WORK AND BUDGET AMENDMENT CMC, Inc. (California Marketing Concepts, Inc.) Page A -1 NEWPORT BEAN P IStAl AAk( AMOAll ?A NEWPORT BEACTI RESTAURANT ASSOCIATION BID 1, 2013 - April 30, 2013 BUDGET ITEM TOTAL NBRA BID STRATEGIC WEB SITE DEVELOPMENT Annual Web Site Hosting & Programming - Vendor Fees $169 per month - Includes (10) Misc. Hours of Service @ $120 Per Hour $ 1,707 Annual Web Site Ongoing Maintenance - Vendor Fees $500 per month - Includes twenty (20) Hours of Service Per Month @ $25 Per Hour $ 1,500 Total: $ 3,207 PUBLIC &s MEDIA RELATIONS CAMPAIGNS Business Wire Press Center &c Online PR Services $ 500 Total: $ 500 SOCIAL MEDIA &c ONGOING STRATEGIC INTERNETMARKETING CAMPAIGNS E- Newsletters) Copywriting, Design & Production -Vendor Fees $ 1,250 Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Social Networking Campaigns & Blog Development: -- Vendor Fees $ 1,250 Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Total: $ 2,500 MARKETING & ASSOCIATION MANAGEMENT - AGENCY FEE Marketing Agency Monthly Retainer Fee - CMC Inc. $3,500 Association Management, Marketing &t Public Relations Service Total: $ I0,500 ADMINISTRA'T'ION FEE Misc Billing & Administration Fees $1,000 Misc. Operational Re- Imbursements Supplies & Postage $ 500 Total: $ I500 OTAL EXPENDITURES NOT TO EXCEED $18,207.0 1 _ AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH CMC, INC. (CALIFORNIA MARKETING CONCEPTS, INC.) FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING THIS AMENDMENT NO, TWO TO AGREEMENT FOR PROFESSIONAL SERVICES ( "Amendment No. Two ") is made and entered into as of this 30th day of November, 2012 ( "Effective Date ") by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CMC, Inc. (California Marketing Concepts, Inc,), a California corporation ( "Consultant "), whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 and is made with reference to the following: RECITALS A. On July 1, 2012, City and Consultant entered an Agreement ( "Agreement ") to provide monthly marketing consultation, project management and related services for the approved NBRA BID Marketing Plan of Work ( "Project "). B. On October 31, 2012, City and Consultant entered into Amendment No. One to the Agreement to extend the term of the Agreement and to increase total compensation ( "Amendment No. One "). C. City and Consultant mutually desire to enter into this Amendment No. Two to further extend the term of the Agreement and increase the total compensation. D. The 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: 1ld;IZ11r, t Section 1 of the Agreement shall be replaced in its entirety with the following: The term of this Agreement shall commence on July 1, 2012, and shall terminate on January 31, 2013 unless terminated earlier as set forth herein. F� iT•7 Ti I� .1:9,i � L� 7� i (7� i i P. 6� > f l � l t��� C r 1 Section 4.1 of the Agreement shall be amended in pertinent part as follows: Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Eighty -Eight Thousand One Hundred Ninety Six Dollars and 00/100 ($88,196.00) without prior written authorization from City. Exhibit B of the Agreement shall be amended and supplemented to include the Newport Beach Restaurant Association BID 'Bridge Agreement Scope of Work and Budget Amendment," attached hereto as Attachment 1 and incorporated herein by reference. 3. INTEGRATED AGREEMENT Except as expressly modified herein, all other provisions, terms, and covenants, set forth in the Agreement, as amended, shall be in full force and effect. [SIGNATURES ON NEXT PAGE] CIVIC, Inc. (California Marketing Concepts, Inc.) Page 2 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: 11 /i-411 — By: Ala (co t Aaron � City Attorney 4`ti 1 ATTEST: Date: c By: _ a� . bm�� Leilani I. Brown CITY OF NEWPORT BEACH, A California municipal corporation Date: By: C— Dave City Manager CONSULTANT: CMC, Inc. (California Marketing Concepts, Inc.), a California corporation Date: iZkIzot-L By: Susan M. Fort President/ Chief Financial Officer [END OF SIGNATURES] Attachments: Attachment No. 1: Newport Beach Restaurant Association BID Bridge Agreement Scope of Work and Budget Amendment A 12-00653/f.•I appslcaticycoml wpdocsld0271 p006100061096. docx CMC, Inc. (California Marketing Concepts, Inc.) Page 3 ATTACHMENT 1EWPOU DIACH If:,;ICW 111.1 .I 11 NE4VPDRT BEACH RESTAURANT ASSOCIATION BID - BRIDGE AGREHMLN rSCoPE OP WORK & BItDGET AMENDMENT December I, 201- January• 31, 2013 'Total proposed LVorlang Budget: Approx. $ 24,188 BUDGer ITEM TOTAL COLLATERAL DEVELOPMENT: CREATIVE PRODUCTION eZ PRINTING MISC. NBRA COLLATERAL- PRINTING Mix Collateral Printing - Vendor Fee 3 540 AD CAMPAIGN CREATWE PRODUCTION ft DESIGN' Ad Campaign Ceeatiw&Graphic Design - Vendor Fee S ;400 New Brand Photography ft Video Production Vendor Fee 5 500 Total: S ZAW PRINT ft ONLINE MEDIA ADVERTISING CAIIP.AIGNS Regional - Srnrtbern California & LA Market Mix. Local Newspaper & Periodical- Special Cuisine & Dining Annual Issues $ 6;000 Total: S 6.004 NBRA BID STRATEGIC WEB SITE DEVELOPMENT 1Veb Site Hosting &: Strategic Prograenmarg- Vendor Tres 5169 per month bax.- Ineludes (5) Mix. Hours o € Service @ SIX Per Hour $ 938 NVeb Sit e Ongoing Mainterance- Vendor Fees $ 11400 Incltxies twenty r20) Hours of Service Per -Month @ 525 Per Hour Total: S 1936 STRATEGIC iNTLRNLT\IAR 3rnxG@esocLk.MEDIACA.\IPAIGNS SEC) Plan- GcogIe @z Online Ad6Voed Campaigns S 2,500 E- Newslettcr(s) Copyrwrtting, Design& Production - Vendor Fees $ 1254 Inctnrdes (25) Hour of Semice Per Month @ $25 Pea Hour Social Networking Campaigns& Mug Development - Vendor Pena S 1,^..50 includes (25) Rm raof Service Per Month @ $25 Per Hmir Total: S,5,0_00 PUBLIC & MEDIA RELATIONS CAMPAIGNS Business Mire Press Center &- Online PR Sevicua S 500 Total; S 500 CIVIC, Inc. (California Marketing Concepts, Inc.) MARKETING iZASSOCLA33M MANAGPMENT— AGENCY .F R MsrketingAgency Vendar Fee - CMC Inc. Amociation Management, Marketing & Public Relations Smice 'CMC Inc. Agency In-band Contribution Value =$90,OW Tot d: $ TODO ADML\ISTRATION FU NEW Wing & Administratim FM $ 750 f.4isc. Glxcatiaasl Ra-[mbursetnenis & Postsge $ I,O� Total S 3.750 GTAt. $ 247188-00 CIVIC, Inc. (California Marketing Concepts, Inc.) r N AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH CMC, INC. FOR NEWPORT BEACH RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING THIS AMENDMENT NO. ONE TO AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement ") is made and entered into as of the � day of October, 2012, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation and Charter City ( "City "), and CMC, Inc., a California corporation ( "Consultant "), whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 and is made with reference to the following: RECITALS A. On July 1, 2012 City and Consultant City and Consultant entered into a Professional Services Agreement ( "Agreement ") for monthly marketing consultation, project management and related services for the approved NBRA BID Marketing Plan of Work. ( "Project "). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to November 30, 2012, and increase the total compensation. C. City and Consultant mutually desire to amend this Agreement as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement shall be amended in its entirety and replaced with the following: The term of the Agreement shall commence on the Effective Date, and shall terminate on November 30, 2012, unless terminated earlier as set forth herein. 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement shall be amended in pertinent part as follows: Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Sixty -Four Thousand Eight Dollars and 001100 ($64,008.00) without prior written authorization from City. Exhibit B of the Agreement shall be amended and supplemented to include the Newport Beach Restaurant Association BID "Bridge Agreement" Amendment, attached hereto as Attachment 1 and incorporated herein by reference. Exhibit B of the Agreement and Attachment 1 of Amendment No. One shall collectively be known as "Exhibit B ". 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement, as amended shall remain unchanged and shall be in full force and effect. 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: Id/3Z/t By: 1-- Carl Aaron C.Tiarp io,3 Mb City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave iff City Manager CONSULTANT: CMC, Inc., a Califor ' corporation Date: By: " —L Susan M. Fort President 10 By. Susan M. Fort Chief Financial Officer [END OF SIGNATURES] Attachments: Attachment 1 — Newport Beach Restaurant Association BID "Bridge Agreement" Amendment CMC, Inc. ATTACHMENT NEWPORT BEACH RESTAURANT ASSOCIATION BID "BRIDGE AGREEMENT" AMENDMENT CMC, Inc. NEWPORT BEAU F!Si AGAA9t if MMIGR WPO NERT BEACH RESTAURANT ASSOCIATION BID "BRIDGE AGREEMENT" AMENDMENT October 1- November 30, 2012 BUDGETITEM TOTAL NBRA BID STRATEGIC WEB SITE DEVELOPMENT Annual Web Site Hosting & Programming - Vendor Fees $169 per month - Includes 5 (5) Misc. Hours of Service @ $120 Per Hour $ 938 Annual Web Site Ongoing Maintenance - Vendor Fees Includes twenty (20) Hours of Service Per Month @ $25 Per Hour $ 1,000 Total: $ 1938 SOCIAL MEDIA & ONGOING STRATEGIC INITRNETMARIO_TING CAMPAIGNS SEO Plan - Google &z Face Book Ad Word Campaigns $ 830 E- Newsletters) Copywriting, Design & Production - Vendor Fees $ 835 Includes one (15 -17) Hours of Service Per Month@ $25 Per Hour Social Networking Campaigns & Blog Development - Vendor Fees $ 835 Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Total: $ 2,500 PUBLIC &c MEDIA RELATIONS CAMPAIGNS Business Wire Press Center &r Online PR Services $1,500 Total: $ 1.500 MARKFIING &s ASSOCIATION MANAGEMENT - AGENCY FEE Marketing Agency Monthly Retainer Fee - CMC Inc. $7,000 Association Management, Marketing &t Public Relations Service Total: $7,000 ADMINISTRATION FEE Misc Billing & Administration Fees $ 750 Total: $ 750 �OTAL EXPENDITURES NOT TO EXCEED $13,688.0 PROFESSIONAL SERVICES AGREEMENT r WITH CMC, INC. FOR NEWPORT BEACH \� RESTAURANT ASSOCIATION BUSINESS IMPROVEMENT DISTRICT MARKETING THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made and entered into as of this 1st day of July, 2012 ( "Effective Date') by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City'), and CMC, Inc., a California corporation, DBA California Marketing Concepts, Inc. ( "Consultant'), whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 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 monthly marketing consultation, project management and related services for the approved Newport Beach Restaurant Association BID Marketing Plan of Work. ('Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. The principal member of Consultant for purposes of Project shall be Susan (Peggy) Fort. E. 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 September 30, 2012 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 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 "). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and 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. 3.1.1 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) days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) 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. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by fax, 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 or Progress Payments Schedule 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 Fifty Thousand Three Hundred Twenty Dollars and 00 1100 ($50,320.00) 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) 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. 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 CIVIC, Inc. Page 2 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 Peggy Fort 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 the City. This Agreement will be administered by the City Manager's Office, Public Information Office. Tara Finnigan, Public Information Manager or his /her designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her designee 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 the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first - class firms performing similar work under similar circumstances. CIVIC, Inc. Page 3 8.2 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 the highest professional standard. 8.3 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. 8.4 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 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, attorney's 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 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 attorney's 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 the Consultant. 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 CIVIC, Inc. Page 4 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 Contractor 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 and /or his /her duly authorized designee 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 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 cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or CMC, Inc. Page 5 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. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the 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 (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. Consultant shall, at Consultant's expense, provide such Documents 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. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. CIVIC, Inc. Page 6 20. INTELLECTUAL PROPERTY INDEMNITY The 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. 21. 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. 22. 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 his /her 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. 23. 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 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. CIVIC, Inc. Page 7 25. CONFLICTS OF INTEREST 25.1 The 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. 25.2 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. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Tara Finnigan, Public Information Manager City Manager's Office, Public Information Office City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3035 Fax: 949 - 644 -3020 26.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Susan (Peggy) Fort CIVIC, Inc. 1550 Bayside Drive, Corona del Mar, CA 92625 Phone: 949 - 675 -0501 Fax: 949- 675 -0508 27. 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. The Consultant and the City expressly agree that in addition to any claims CIVIC, Inc. Page 8 filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 of seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to 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. 29. STANDARD PROVISIONS 29.1 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. 29.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.4 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. CMC, Inc. Page 9 29.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.6 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. 29.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 29.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.9 Egual 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 of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 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] CIVIC, Inc. Page 10 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: By: Aaro . Harp ✓ City Attorney ATTEST: Date: By: ' Leilani I. Brown City Clerk PO CITY OF NEWPORT BEACH, A California municipal corporation Date: 13t j u)y-z By: CQ Dave Kiff City Manager CONSULTANT: CMC, Inc., a California corporation %0 Date: -0Q, By: tAl Susan M. Fort Chief Executive Officer/President Date: By• t Susan M. Fort Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements documentl CMC, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES [CMC, Inc. (California Marketing Concepts, Inc.)] Page A -1 NEWPORT BEAR 11511n1111 ISIMl:1r ^1 z (Updated: July 2012) California Marketing Concepts, Inc. Scope of Work Fiscal Year 2012 -2013 r CALIFORNIA 111ARREtINGCONLEVTS Respectfully Submitted By: California Marketing Concepts, Inc. 1550 Bayside Drive Corona del Mar, CA 92625 (949) 675 -0501 www.askCMC.com CIlr��= a� � KET{NO CONCEPTS July 2012 Mr. Jim Walker President The Newport Beach Restaurant Association PO Box 2295 Newport Beach, CA 92659 Dear Jim: I truly appreciate the opportunity to work with The Newport Beach Restaurant Association BID to develop and execute the approved NBRA BID Comprehensive Marketing Plan of Work and Budget for the 2012 -2013 Fiscal Year. Based on prior discussion, I would like to submit the following month - to-month "bridge Agreement between California Marketing Concepts, Inc. (CIVIC Inc.) and the Newport Beach Restaurant Association BID (NBRA BID) retroactive for services from July 1St 2012. NEWPORT BEAGii RESTAURANT ASS®CiAT80N BID MONTH-To-MONTH `BRO ®GE" WORK AGREEMENT FISCAL YEAR: 2012 -2013 ,FEESTRUCTURE California Marketing Concepts, Inc. (CIVIC Inc.) will develop and execute an approved Marketing Plan of Work and Budget for the Fiscal Year 2012 -2013. CIVIC Inc. will provide ongoing monthly marketing consultation, project management and execution services with regard to future new opportunities for the period beginning: July 1St; 2012. CMC Inc. will evaluate and execute marketing programs with consent and approval from the Board of Directors on behalf of the Newport Beach Restaurant Association BID (NBRA). In order to develop, manage and execute a comprehensive marketing program on behalf of the Newport Beach Restaurant Association BID, California Marketing Concepts, Inc. (CIVIC Inc.) will require the following:' FEE STRUCTURE BREAKDOWN MONrH-TO -MONTH RErAINER $3,500 The monthly retainer fee will cover all ,ongoing management, consulting, execution and marketing duties outlined in Exhibit A. The retainer fee is based on accomplishing the specific responsibilities as outlined based on an estimated (42) hours of work per month, MsRxEnNG COORDINATION SERVICES $50 per hour CIVIC Inc. will provide additional marketing support services for the NBRA BID when appropriate at a rate of $50 per hour to be presented in advance for approval. Misc. EXPENSES The NBRA will reimburse CIVIC Inc. on a monthly basis for all out of pocket expenses incurred in the performance of work executed on behalf of the NBRA BID. Such out of pocket expenses include, but, are not limited to reimbursements postage, photocopying, messenger, printing, seminars etc. Out-of-pocket expenses are not to exceed $300 per month without advance client approval. Out -of- pocket costs and expenses are payable upon receipt of invoice. Ac000NT EVALUATION Monthly Account evaluation will be conducted between CIVIC Inc. and the NBRA on a quarterly basis to ensure the success of the overall comprehensive marketing program. TERIIAINATIoN CLAUSE Ongoing Either party CMC Inc. or the NBRA can terminate this work agreement for any reason with a thirty (30) day advance notice. - CONFLICT OF INTEREST CLAUSE Ongoing CIVIC Inc. 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 This would not prohibit CIVIC Inc. from presenting proposals and /or participating in discussions related to such interest. If subject to the Act, CIVIC Inc. shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination pf this Agreement by Restaurant Association. CIVIC Inc. shall indemnify and hold harmless Restaurant Association for any and all claims for damages resulting from CIVIC Inc.'s violation of this Section. Each January, or at the start of a new. contract, CIVIC Inc. shall disclose any existing work agreements, contracts, or other forms of compensation with vendors of the Restaurant Association. If a new work agreement, contract, or other form of compensation with an existing or proposed vendor of the Restaurant Association should develop during the contract year, CIVIC Inc. shall disclose the relationship prior to the acceptance of any contract or budget allocation by the Restaurant Association. 0�0' -(L: NEWPORT BEAU CALIFORNIA MARKETING CONCEPTS, INC. EXHIBIT A — FISCAL YEAR DUTIES & RESPONSIBILITIES Updated: July 2012 *STRATEGIC & CREATIVE' DEVELOPMENT OF NBRA COMPREHENSIVE MARKETING PLAN OF WORK & BUDGET WITH APPROVAL FROM BOARD OF DIRECTORS MANGAEMENT & EXECUTION OF COMPREHENSIVE MARKETING PLAN OF WORK & BUDGET WITH APPROVAL FROM BOARD OF DIRECTORS • Implementation of NBRA programs as part of the Comprehensive Marketing Plan of Work • Negotiate and manage all subcontractor relationships on behalf for NBRA marketing programs with approval from Board • Produce FY accomplishment and year end information for NBRA annual report • Review and evaluation of potential NBRA coop programs and sponsorships • Implementation of approved NBRA coop programs and sponsorships with approval from Board • Review and evaluation of NBRA special event participation with approval from Board • Revise dynamic NBRA Marketing Plan of Work& Budget when appropriate • Maintain NBRA cash flow and invoice processing with BID Administrator on behalf of NBRA • Work with BID Administrator to process appropriate NBRA invoice payments BRAND & CREATIVE DEVELOPMENT • Strategic NBRA identity package & ongoing brand development • Manage and direct graphic design vendors and subcontractors o Manage and direct all creative development on behalf of NBRA PUBLIC &MEDIA RELATIONS • Strategize potential for ongoing editorial inclusion with media buys in conjunction with NBRA advertising campaigns and promotions. • Produce & distribute NBRA press releases when appropriate to local, tourism and industry media outlets. • Represent NBRA within hospitality, tourism, media industry and community o Manage and direct all public relations vendors and subcontractors MEDIA PLAN DEVELOPMENT Evaluation and negotiation of media opportunities on behalf of NBRA o Direct and manage creative development for media ad campaigns on behalf of NBRA o Direct production and approve media insertions • Leverage media buys to extend NBRA Comprehensive Budget INTERNET MARKETING - WEB SITE DEVELOPMENT • Develop strategic Internet Marketing Plan on behalf of NBRA in conjunction with subcontractors • Manage and direct internet marketing vendors and subcontractors • Direct web site maintenance and new media marketing plan in conjunction with subcontractors • Manage monthly editorial production & updates with vendor • Manage program with online reservation vendor and maintain monthly updates • Manage and direct search engine optimization SEO Plan on behalf of NBRA in conjunction with subcontractors SOCIAL NETWORKING CAMPAIGN MANAGEMENT - WEB SITE DEVELOPMENT • 'Develop strategic social networking branding and PR campaign plan for NBRA in conjunction with subcontractors • Direct comprehensive social networking branding and PR campaign plan in conjunction with subcontractors • Manage Blog Campaign on behalf of NBRA w sub- contractors • Public Relations Identity Campaign and Monitor Social Networking sites on behalf of NBRA in conjunction with subcontractors NBRA E- NEWSLETTER PRODUCTION Produce NBRA.electronic newsletters in conjunction with subcontractors Manage monthly E- Newsletter Campaign on behalf of NBRA in conjunction with subcontractors Manage editorial, direct graphic design, correspondence and database in conjunction with subcontractors NBRA TELEPHONE & ONLINE RESERVATION SYSTEM • Manage program with vendor and maintain monthly updates NBRA DINING GUIDE PRODUCTION & DISTRIBUTION PLAN • Direct and manage NBRA database update annually • Publish NBRA dining guide based on distribution levels and budget • Manage editorial, direct.graphic design & production • Manage printing of NBRA Dining Guide - 100,000, copies a Direct comprehensive dining guide inquiry fulfillment and targeted distribution program NBRA BENEFIT PLAN & PROGRARII COORDINATION • Distribute NBRA member brochure, decals and information to members • Review and evaluation of potential NBRA benefit. programs with approval from Board COMMUNITY RELATIONS, NETWORKING & REPRESENTATION ON BEHALF OF NBRA • Attend various meetings with. City of Newport Beach on behalf. of NBRA • Attend various meetings with Newport Beach Police Department on behalf of NBRA • Attend various. California Restaurant Association functions of behalf of NBRA • Attend Various NBCVB & A/OCVCB events on behalf of NBRA • Attend Newport Beach Chamber of Commerce events on behalf of NBRA COMMUNITY RELATIONS. NETWORKING &e REPRESENTATION ON BEHALF OF NBRA — CONT. • Attend NBBCVB Marketing Committee meetings on behalf of NBRA • Attend OCCO, and OCTC Meetings when appropriate on behalf of NBRA • Attend NB City Council Meetings on Behalf of the NBRA when appropriate SPECIAL EVENT COORINATION SERVICES ON BEHALF OF NBRA o Coordinate Annual Luncheon Meeting on behalf of NBRA a Coordinate meetings and distribute agendas for NBRA Board of Directors Coordinate NBRA participation in special events in community COORDINATION &, ADMINISTRATIVE SERVICES ON BEHALF OF NBRA • Coordinate Annual Luncheon Meeting on behalf of NBRA • Coordinate meetings and distribute agendas for NBRA Board of Directors • Implement NBRA Administrative Services: • Manage Dining Guide requests • Manage Folding, Stuffing, Stamping and Delivery of Misc. Correspondence & DG Requests • Manage ongoing database updates with BID administrator • Respond to all NBRA email inquiries and requests • Manage Correspondence & Update NBRA Board contact sheet NEWPORT BEA(A 111101❑ 41Ion015e NEWPORT BEACH RESTAURANT ASSOCIATION BID FY 2012 -2013 MARKETING SCOPE OF WORK & BUDGET Total Proposed Working'Budget: Approx. $182,453K *`Includes 2013 NBRW Allocation by NBRA BID BUDGET ITEM TOTAL Reprint NBRA Membership &r Decals -1,000 Copies - Vendor Fees $ 500 NBRA New Establishment Informational Brochure -1,000 Copies - Vendor Fees$ X00 NEWPORT BEACH DINING GUIDE PRODUCTION Publish Newport Beach Dining.Guide Upon Demand - 100,000 Copies Per Run ' Re:ven ye Generating Source ProjectItetn Breakdown: Misc. Sub - Contactors New Size, Increased Pages, New Design & New Images Graphic Design &r Production Vendor Fee $ 5,000 NBRA Database Updates Vendor Fee $ 3,000 Ad Sales & Management - CMC Inc. $ 2,500 Project Management &-. Advertising Coordination - CMC Inc. $ 2,500 Printing Vendor Fee $25,000 ToraL $38,001) *Ad Sponsorship Incoming Revenue 421,000 (16) Ads Sold @ $1,000 = $16,000 (2) Sponsor Ads Sold @ $2,500 = $x,000 Total Actual Cost: 517,000 Project Recap: ➢ Distribution 100k -Issuance Upon Demand (4) Color Brochure xv/ New Design &e Photos ➢ (36) Page Plus (4) Page Cover Total: $17,000 DINING GUIDE DISTRIBUTION PLAN Cettified.Folder Display Distributors - 'Vendor Fee $5,939 Hotels/Airport/Welcome Center *In -Kind Added Value = $3,073 or %35 Discount Off Rate Card Corporate /,Industrial Distribution $3,249 *fn -Kind Value = $4,469 or 57% Discount Off Rate Card *Plus (3) Months Complimentary NBRW Brochure Distribution Total: . $ 9,188 AD CAMPAIGN CREATIVE PRODUCTION & DESIGN Ad Campaign Creative & Graphic Design - Vendor Fee $ 3,500 New Brand Photography Contest & Vendor Fee $ 500 Total: $ 4,000 PRINT & ONLINE MEDIA ADVERTISING CAMPAIGNS National - Tourism Co -ops & Convention Market Anaheim. CVB - Tourism & Convention Market Full Page Ad -Bi- Annual Publication $ 4,000 *In-Kind Value $16,000 Or 50% Discount Off Rate Card Newport Beach CVB Visitor Guide - Tourism & Group Market S 3,695 Full Page Ad - Annual Publication *In -Kind Value $2,500 or M Discount Off Rate Card Regional - Southern California & LA Market Misc.;Local Newspaper & Periodical - Special Cuisine & Dining Annual Issues $ 10,000 Hyatt In Room Publication, etc Local - Community Market Newport Beach Chamber Posters, Map & Directory- $ 2,000 TotaL $19,695 NBRA BID STRATEGIC WEB SITE DEVELOPMENT "Potential Revenue Generating Source " *Web Site Features Include-. Integrated NBRA Database Management, Real Time Restaurant Searching, Restaurants Menu Display (pdf), Multiple Image Display for Restaurants, Restaurant Online Reservations, Integrated Driving Directions, Banner Ad Manager, 1 -Click Export for all Dining Guide Data, Event Management - Restaurant Week, Direct Marketing Application to Restaurants & Consumers, Social Networking Campaigns & Blog. Annual Web Site Hosting & Programming - Vendor Fees $169 per month- Includes one (25) Misc. Hours of Service @ $120 Per Hour $ 5,500 Annual Web Site Ongoing Maintenance - Vendor Fees 5500 per month - Includes twenty (20) Hours of Service Per Month @ $25 Per Hour $ 6,000 Total $11,500 SOCIAL MEDIA & ONGOING STRATEGIC INTERNETMARKETING CAMPAIGNS SEO Plan - Google & Face Book Ad Nord Campaigns $ 5,000 E- Ncwslerter(s) Copywriting, Design & Production Vendor Fees $ 5,000. Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Social Networking Campaigns& Bldg Development Vendor Fees $ 5,000 Includes one. (15 -17) Hours of Service Per Month @ $25 Per Hour Total: $15;000 NEWPORT BEACH RESTAURANT WEEK Newport Beach Restaurant Week - Annual Campaign $60,000 * *Revenue Generator.- Source Total: $ 60,000 CENTRALIZED NBRA PHONE RESERVATION SYSTEM Annual Hosting Agreement and Maintenance S5,000 *In -Kind Value = $3,266 or 40% Discount Total: $ 5,000 PUBLIC &t MEDIA RELATIONS CAMPAIGNS Business Wine Press Center & Online PR Services $ 3,500 Total: $ 3,500 COOPERATIVE MARKE1ING CAMPAIGNS - ANAHEIM DRIVE MARKET Anaheim Resort Transit Partnership Marketing Program $ 0 *Additional In -Kind Contribution Value - $15,000 ANOCVCB Restaurant Kiosk - *In -Kind Value $3,300 - (2) Panels $In -Kind NBRA ANNUAL MEETING NBRA Luncheon Event Budget &t Sponsor Recognition $ 2,500 NBRA Luncheon.Invites & RSVP Cards $ 500 *Incoming. Revenue Tickets - $2,500 (5) Table Sponsorships @ $250 (50) Tickets Sold @ $25 *Total Actual Cost: $ 500 COMMUNITY EVENT PARTICIPATION Newport Beach, Relay For Life OC Food Bank -'Race To' Heel Hunger Mise. Special Event Participation Fees - TBA Police Appreciation Breakfast Newport Beach Mayor Dinner Total: $ 500 $In -Kind Sin-Kind $In -Kind $ 0 $ 0 Total: $ 0 NBRA BID PROFESSIONAL MEMBERSHIPS Anaheim CVB CAL TLA California Restaurant Association Newport beach Chamber of Commerce Visit Newport Beach, Inc. $ 750 $ 320 $In -Kind $In -Kind $In -Kind Total: $ 1,070 Annual Marketing Agency Vendor Fee - CMC Inc. Association Management, Marketing &t Public Relations Service *CMC Inc. Agency In -Kind Contribution Value = $40,800 Total: $ 30,000 ADMINISTRATION FEE Misc Billing & Administration Fees $ 3,500 Misc. Operational Re- Imbursemcnts - CMC Inc.. $ 2,500 Total: $ 6,000 oTAL $ 182,453.00 EXHIBIT B SCHEDULE OF BILLING RATES CMC, Inc. Page B -1 NEWPORT BEAN A f51AY IANT 41500 AiINN NEWPORT BEACH RESTAURANT ASSOCIATION BID "BRIDGE AGREEMENT" BREAKDOWN OF CHARGES July 1, 2012 - September 30, 2012 BUDGET ITEM TOTAL Publish Newport Beach Dining Guide Upon Demand - 100,000 Copies Per Run *Revenue Generating Source Project Item Breakdown: Misc. Sub - Contractors Printing Vendor Fee - Balance from FY2012 Budget $12,500 Total: $12,500 AD CAMPAIGN CREATIVE PRODUCTION &t DESIGN Ad Campaign Creative &t Graphic Design - Vendor Fee $ 1,500 Total: $ 1500 PRINT & ONLINE MEDIA ADVERTISING CAMPAIGNS National - Tourism Co -ops &r Convention Market Newport Beach CVB Visitor Guide - Tourism & Group Market $ 3,695 Full Page Ad - Annual Publication *In -Kind Value $2,500 or 35% Discount Off Rate Card Regional - Southern California &r LA Market Misc. Local Newspaper &t Periodical - Special Cuisine &r Dining Annual Issues $ 2,000 Hyatt In Room Publication, etc Local - Community Market Newport Beach Chamber Posters, Map & Directory $ 2,000 Total: $ 7,695 NBRA BID STRATEGIC WEB SITE DEVELOPMENT Annual Web Site Hosting &t Programming - Vendor Fees $169 per month - Includes one (25) Misc. Hours of Service @ $120 Per Hour $ 1,375 Annual Web Site Ongoing Maintenance - Vendor Fees $500 per month - Includes twenty (20) Hours of Service Per Month @ $25 Per Hour $ 1,500 Total: $ 2,875 SOCIAL MEDIA & ONGOING STRATEGIC INTERNETMARKETING CAMPAIGNS SEO Plan - Google & Face Book Ad Word Campaigns $ 1,250 E- Newsletter(s) Copywriting, Design & Production - Vendor Fees $ 1,250 Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Social Networking Campaigns & Blog Development - Vendor Fees $ 1,250 Includes one (15 -17) Hours of Service Per Month @ $25 Per Hour Total: $ 3,750 CENTRALIZED NBRA PHONE RESERVATION SYSTEM Annual Hosting Agreement and Maintenance $ 5,000 "In -Kind Value = $3,266 or 40% Discount Total: $ 5,000 PUBLIC & MEDIA RELATIONS CAMPAIGNS Business Wire Press Center & Online PR Services $1,500 Total: $ 1,500 NBRA ANNUAL MEETING NBRA Luncheon Event Budget & Sponsor Recognition NBRA Luncheon Invites & RSVP Cards 2,500 500 Total: $ 3,000 MARKETING & ASSOCIATION MANAGEMENT - AGENCY FEE Marketing Agency Monthly Retainer Fee - CMC Inc. $3,500 Association Management, Marketing & Public Relations Service (Approximately 126 Hours) Total: $10,500 ADMINISTRATION FEE Mise Billing & Administration Fees $1,500 Misc. Operational Re- Imbursements & Postage $ 500 Total: $ 2,000 OTAL EXPENDITURES NOT TO EXCEED $50,320.00 2 EXHIBIT C 1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1.1 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. 1.2 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. 1.3 Coverage Requirements. 1.3.1 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. 1.3.1.1 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 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, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 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 the Consultant arising out of or in connection with Work to be performed under this 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. CMC, Inc. Page C -1 1.3.4 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 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. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 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. 1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30) days, notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: 1.5.1 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. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of CIVIC, Inc. Page C -2 such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 1.5.4 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. 1.5.5 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. 1.5.6 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. 1.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 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. CIVIC, Inc. Page C -3