HomeMy WebLinkAboutC-3983(A) - PSA for Business Improvement District (BID) Administration ServicesU
PROFESSIONAL SERVICES AGREEMENT WITH
BUSINESS INFORMATION DATA SYSTEMS, INC.
FOR BUSINESS IMPROVEMENT DISTRICT (BID) ADMINISTRATION SERVICES
THIS AGREEMENT is made and entered into as of this first day of July, 2009, by and
between the CITY OF NEWPORT BEACH, a Municipal Corporation and charter city
( "City "), and BUSINESS INFORMATION DATA SYSTEMS INC. (BID SYSTEMS), a
California corporation whose address is 3500 East Coast Highway, Suite 10, Corona del
Mar, CA 92625 ( "Consultant"), 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 wishes to retain a Consultant for administration of four Business
Improvement Districts ( "BIDS) as follows: The Balboa Village Business
Improvement District, the Corona del Mar Business Improvement District, the
Marine Avenue Business Improvement District; and the Newport Beach
Restaurant Association. Under the BID program, dues are assessed and
collected from the merchants who are members of the BID and the funds are
used for marketing and promoting the villages and restaurants, and for physical
improvement projects within the BID districts.
C. Consultant has served as the administrator for the four referenced BIDs for ten
years, previously doing business under the name Cathimarie's Inc. City desires
to engage Consultant to provide project management, financial administration
and staff services for the City's four referenced BIDs for the upcoming fiscal year
(2009 -2010) as outlined in the Scope of Work attached hereto as Exhibit A and
incorporated in full by this reference ( "Project').
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of Consultant for purposes of this Project shall be Scott
Palmer and Cathy Palmer.
F. 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.
G. The four BID Advisory Boards which have been served by the Consultant support
the retention of the Consultant.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1.
2.
3.
4.
TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30th day of June, 2010, unless terminated earlier as set forth
herein.
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. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
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 to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator 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.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, electronic mail (e- mail), hand delivery or
mail.
COMPENSATION TO CONSULTANT
City shall pay Consultant for its services on a monthly basis in the amount billed per
month in accordance with the provisions set forth in Section 4.1 below.
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Consultant's compensation for all work performed in accordance with this
Agreement, including all reimbursable items and sub consultant fees, shall not
exceed Thirty -Five Thousand Dollars and no /100 ($35,000) without prior written
authorization from City. No compensation changes shall be made during the term
of this Agreement without the prior written approval of City.
4.1 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.
4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of sub consultants for performance of any of the
services that Consultant agrees to render pursuant to this Agreement,
which have been approved in advance by City and awarded in
accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 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.
5. PROJECT MANAGER
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 SCOTT PALMER to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or
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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.
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.
6. ADMINISTRATION
This Agreement will be administered by the Economic Development Division of
the Planning Department. Leigh M. De Santis, Economic Development
Administrator, shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator or his authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to provide access to, 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. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed
work, Consultant certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in 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.
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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, or 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
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless the 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, 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).
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 limited by statute, rule or regulation and the expressed terms of this Agreement.
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
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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 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, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
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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.
D. Coverage Requirements.
Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance 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 for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which covers
the services to be performed in connection with this Agreement in
the minimum amount of one million dollars ($1,000,000).
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E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
i. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either party
except after thirty (30) calendar days (10 calendar days written
notice of non - payment of premium) written notice has been
received by City.
F. Timely !Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional 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.
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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 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 parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work to be
performed under this Agreement without the prior written authorization of City.
17. OWNERSHIP OF DOCUMENTS
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.
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.
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18. CONFIDENTIALITY
All Documents, including drafts or plans, notes and communications that result
from the services in this Agreement, shall be kept confidential unless City
authorizes in writing the release of information.
19. OPINION OF COST
Any opinion of costs prepared by Consultant represents his/her judgment as a
professional and is supplied for the general guidance of City. Since Consultant
has no control over the cost of labor and material, or over competitive bidding or
market conditions, Consultant does not guarantee the accuracy of such opinions
as compared to bids or actual cost to City.
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 of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's work product provided under this Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the work 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
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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 bome by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS.
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
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.
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
All notices, demands, requests or approvals 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:
Leigh M. De Santis, Economic Development Administrator
Planning Department
City of Newport Beach
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3300 Newport Boulevard
Newport Beach, CA, 92663
Phone: 949-644 -3207
Fax: 949 -644 -3224
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Scott or Cathy Palmer
BID SYSTEMS, Inc.
2816 East Coast Highway, Suite A
Corona del Mar, CA 92625
Phone: 949 - 721 -8447
Fax: 949 - 721 -6821
27. TERMINATION
Should the City Council choose not to renew the Annual Operating Budget line item
containing funding for this Agreement during the terms specified herein, this
Agreement will be deemed to have been terminated.
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.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
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. COMPLIANCE WITH ALL LAWS
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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. 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.
30. 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.
31. 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.
32. 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.
33. 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.
34. 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.
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35. 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.
36. 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 of race, religion, color, national origin, handicap, ancestry, sex or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFX OF THE CITY A RNEY
Aaron C. Harp, Assistant City Attorney
City of Newport Beach
ATTEST:
By: �L ,
14 N
Lellani Brown,
City Clerk
Attachment
CITY OF NEWPORT BEACH
A Munici a Corporation
By:
Omer Bludau, ity Manager
City of Newport Beach
BID SYSTEMS I
(Corpo�pte Officer)
Title: Principal
Print Name: Scott Palmer
�-
(Financial Officer)
Title: C�
Print Name: CA -t4\1
Exhibit A — Scope of Services
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PROPOSAL TO THE CITY OF NEWPORT BEACH
ADMINISTRATION OF THE BUSINESS IMPROVEMENT DISTRCTS
July 1, 2009
We at Business Information Data Systems Inc. (BID Systems Inc.) are pleased to have
provided the City of Newport Beach and its Business Improvement Districts with
administrative services for the past ten years. Since September of 1999, BID Systems
(formerly Cathimarie's Inc.) has collected more than $3,156,379.00 in revenue to the
collective Business Improvement Districts. BID Systems Inc. has sent out over 27,800
invoices or statements during this period of time. We have written $3,034,271.00 in
checks to various vendors to the BIDs.
BID Systems Inc. hereby proposes to perform the tasks outlined on the attached scope of
work for a not to exceed amount of $35,000.00 per annum. The attached chart outlines
our continuing estimated contract costs against actual/estimated costs. These
actual/estimated costs are made from the actual first eleven billings to the city, and the
last estimated billing, as the final billing will not be billed until after the expiration of the
current contract. We will also bill the City additional monies if necessary after
presentation of a written quote for additional work if requested. We will continue to
provide accurate, timely financial reports every month and on demand to each BID
Board, and provide additional services such as minutes, special mailings, and
presentations when requested. We will continue to be an integral part of each BID, and
feel we are contributing to the well -being and financial success of each community we
serve.
The principals and employees of BID Systems Inc. are looking forward to maintaining
the same level of service the City has experienced in previous years. We feel that this
program has gone beyond the expected tasks in the contract and that we have become
part of each BID's business community. We are excited to continue the tradition of
diligence and extra effort we have provided to our clients and friends, while keeping the
administrative costs of the BID at a minimum.
Once again, we at BID Systems Inc. thank the City of Newport Beach for the opportunity
to be of service.
Proposal to the City of Newport Beach
July 1, 2009
CITY OF NEWPORT BEACH
BID Administration Analysis
Prepared by
BUSINESS INFORMATION DATA SYSTEMS INC.
ACTUAUEST PROJECTED
CONTRACT TASKS 2008 -2009 2009 -2010
Task 1 Initiation (Complete in 1999) 0 0
Page 2
Task 2
Billing
4,600.00
4,800.00
Additional Billings
3,760.00
3,500.00
Cust Service
8,555.00
8,740.00
Collections
831.00
850.00
Deposit
3513.00
3,500.00
Payables
1,054.00
1,000.00
Reconciliations
369.00
390.00
Supplies
500.00
500.00
Telephone
720.00
720.00
Task 3
Renewals
2,500.00
2,500.00
Task 4
Meeting
5,643.00
5,600.00
Walk thru
2,916.00
2,900.00
Totals
34,961.00
35,000.00
CONTRACT TASKS
2009 -2010
ESTIMATED HOURS
Task 1
Initiation (Complete in 1999)
0
Task 2
Billing
4,800.00
$3.75 Per Piece
Additional Billings
3,500.00
$3.75 Per Piece
Cust Service
8,740.00
240 hours annually
Collections
850.00
96 hours annually
Deposit
3,500.00
60 hours annually
Payables
1,000.00
60 hours annually
Reconciliations
390.00
18 hours annually
Supplies
500.00
Flat Fee
Telephone
720.00
Flat Fee
Task 3
Renewals
2,500.00
40 hours annually
Task 4
Meeting
5,600.00
96 hours annually
Walk thru
2,900.00
48 hours annually
Totals
35,000.00
Proposal to the City of Newport Beach
July 1, 2009
Page 3
SUBJECT: BUSINESS IMPROVEMENT DISTRICTS
(BIDs) CITY LIASION AND CONTRACT
ADMINISTRATION
PURPOSE /DISCUSSION: The responsibilities and tasks of maintaining
the BIDs, role of City Liaison and
administration of contract with BID
Administrator.
POLICY /PROCEDURES:
Annual Renewals:
1. The BIDs require annual renewal. Each year the BID Administrator
working with the various BID Advisory Boards and the Economic
Development Division will prepare annual reports, City Council
Resolutions of the Intent to Levy Assessments, and City Council staff
reports for submission to the City Council for action in the first meeting in
June and a Resolution Confirming the Levy and staff report for the second
meeting in June. If any change in the levy is being proposed then such
change must be made by Ordinance following a Public Hearing which has
been noticed 30 days in advance. Ordinance changes should reach the
City Council in May since an Ordinance requires two readings and is not
effective until 30 days after adoption.
2. The BIDs receive matching funds from the City. Each year during the
budget cycle the Economic Development Division should include matching
funds for the BIDs and funds for the BID Administrator's contract in the
next year's budget request under 2720 -8259 Special Department
Expense.
Contract Bid Administrator:
The City contracts with an outside BID Administrator, currently Business
Information Data Systems Inc. (BID Systems). The BID Administrator's
duties fall into five categories:
Database Management
The BID Administrator will maintain two separate databases for each
BID: one for those assessed by the BID, and another for the vendors
that supply services and products to the BIDs.
In order to properly maintain the databases, the BID Administrator will
contact the City Revenue Division twice yearly for updates in business
licensure within the BID areas. Further, the BID Administrator will ask
each of the BID Advisory Boards monthly about known changes within
Proposal to the City of Newport Beach
July 1, 2009
Page 4
the districts; will monitor mail and returned mail for changes within the
districts; and will walk the districts quarterly to affirm changes on site.
Financial
The BID Administrator will use the database to send assessments to
each of the assessees within the districts. The BID Administrator will
maintain a lockbox where mail and payments shall be received; such
payments will be credited against the assessees' accounts. The BID
Administrator will provide a phone and fax line to facilitate
communications between himself and the assessees and the vendors
and be available to explain and work out billing issues with the
assessees.
The BID Administrator will prepare and make the deposits to the bank
accounts specified by the City. The BID Administrator will receive and
obtain necessary authorizations from the Advisory Boards for payment
of bills submitted to the BIDs, prepare checks and submit checks to the
City for approval and signature. The BID Administrator will receive the
monthly bank statements and will reconcile the bank accounts in
accordance with generally accepted accounting principles; and will
submit copies of such reconciliations to the Accounting Division of the
City on a monthly basis.
Meetings
The BID Administrator will prepare financial reports and present them
to the Advisory Boards at each monthly meeting, including but not
limited to a balance sheet, a profit and loss statement, and a check
register. Budget amendments can be submitted at the request of the
Advisory Board.
Renewals
The BID Administrator will prepare and present the draft annual
budgets to each of the BID Advisory Boards. Following adoption of the
annual budget, the BID Administrator and Advisory Boards will prepare
an Annual Report on BID activities for the concluding year for
submission along with the adopted annual Budget for the upcoming
year to be used by City Staff and Council in renewing the BIDs on a
yearly basis. The BID Administrator will assist in the preparation of the
documents necessary for renewal including staff reports and
resolutions. The BID Administrator shall attend the City Council
meeting at which the Annual Report is submitted for approval and the
Resolution of Intent to Levy Public Hearing is set. The BID
Administrator shall also attend the City Council meeting at which the
Public Hearing occurs and renewal is approved. He shall make
himself available to answer questions and address Staff /Council
concerns as needed at the meetings.
Proposal to the City of Newport Beach
July 1, 2009
Administrative Support
Page 5
The BID Administrator will also provide additional support to each
Advisory Board on an as needed basis. Such support, such as taking
minutes, preparing agendas, preparing mailing lists and preparing
mailings, will be charged to the concerned BID on a project -by- project
basis.
2. The contract with the BID Administrator renews annually in conjunction
with the renewal of the BIDs. Each year the Economic Development
Division may at their discretion prepare either a contract extension for
submission to the City Manager or a new contract along with a City
Council staff report for submission to the City Council for action in May.
3. The City's contract with the BID Administrator allows for an audit.
Every four (4) years, in conjunction with the Administrative Services
Department an audit should be preformed. Such audits are not budgeted
for in the Administrator's contract and costs incurred will need to be
proposed on a mutually agreeable time and materials basis to the City.
Such audits would include review of files kept by consultant, review of
processes used by the consultant to fulfill its duties, accounting controls in
place at the consultant's office, and a review of accounting transactions
during the accounting period.
City Liaison Responsibilities:
1. Provide guidance to the BIDs regarding operations as a creature of the
City (ex. Brown Act).
2. Attend BID Board meetings.
3. Identify issues that need to be brought to the attention of the Economic
Development Administrator, the Assistant City Manager, and /or other City
Departments. Issues should be surfaced as early as possible.
Examples of issues to be brought forward include but are not limited to
those of:
• Public Policy
• Potential requests for City support services
• Potential requests for public funds
• Business leads (openings, closings, unmet needs)
• Complaints regarding City services
4. Assist BIDs with implementation of joint programs with the City.
5. Review and submit BID bills for payment.
6. Administer the contract for the BID Administrator.
Proposal to the City of Newport Beach
July 1, 2009
Collection of BID Assessments:
Page 6
1. The BID Administrator mails out annual assessment invoices each July
following renewal of the BIDs. Payment is not elective. If a business falls
within the definition of the BID either by location or nature of operations it
must pay.
2. The BID Administrator will send second, third and fourth notices of
payment due in thirty (30) day intervals.
3. If a BID Member has not paid its assessment within thirty (30) days of its
fourth notification, the BID Administrator will submit the delinquent
member's name, contact information and amount owed to the Revenue
Division for inclusion in the City's delinquent collections process.
4. The BID will receive the amount of the delinquent assessment from the
City.
BID Meetinos:
1. Meeting days are subject to change due to holidays, vacations, etc.
• The Restaurant Association BID - Meets the 4th Wednesday of odd
numbered months at 9:30 am at member restaurants.
• The Balboa Village BID — Meets the 2nd Tuesday of the month at 9:00
am at Newport Landing Restaurant.
• The Marine Ave BID — Meets the 3`d Thursday of the month at 8:55 am
at Wilma's Patio.
• The Corona del Mar BID — Meets 4th Thursday of the month at 7:30 am
at CdM Chamber of Commerce.
2. The BID Advisory Boards prepare and circulate the agendas for Corona
del Mar and Balboa Village. The Restaurant Association agenda is
currently prepared by its marketing consultant. The Marine Ave agenda is
prepared by the Economic Development Coordinator. Agendas should
include prior meeting minutes and be sent a week before the scheduled
meeting. At minimum they must be out 72 hours in advance in keeping
with the Brown Act.
3. The Department Assistant will post a copy of the agenda at City Hall.
4. The BID Administrator attends the meetings and presents the financial
report at the meeting.
5. Every BID meeting agenda contains an item titled "City Report." The City
Liaison makes the City Report at each meeting deferring to any City
Council Member in attendance and wishing to speak. The City Liaison
Proposal to the City of Newport Beach
July 1, 2009
Page 7
may deal with any remaining issues once the Council Member has
finished.
6. Following each BID meeting the City Liaison should make a brief e-mail
report to the Economic Development Administrator and the Assistant City
Manager on the meeting.
7. The City Liaison shall maintain a file of BID agendas, minutes, and
financial reports and meeting summaries.
Bill Payino:
1. The president or treasurer of each BID shall review the bills, invoices and
receipts submitted for reimbursement by that BID and sign to approve
each expenditure.
2. The BID Administrator will assemble all the bills for each BID's review,
then for the president's signature and prepare a check for payment. The
checks and supporting documents along with a summary is submitted by
the BID Administrator to the City Liaison.
3. The City Liaison reviews the payment requests, supporting documents
and president's signature and signs, authorizing payment.
4. The City Liaison delivers the authorized payments to the Department
Assistant, who makes copies of requests, supporting documents, and
checks, and files in binders and retains for one year. The Department
Assistant then sends the original documents to Administrative Services.
Administrative Services signs and mails the checks and retains the
supporting documents.
5. The BID Administrator's bill for services is submitted to the City Liaison for
review and payment. Following authorization, the City Liaison forwards
the bill to the Department Assistant for processing.
Updated 7/13/2009