Loading...
HomeMy WebLinkAbout25 - Business Improvement District ManagementAgenda Item No. 25 June 12, 2012 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: City Manager's Office Dave Kiff, City Manager 949 - 644 -3002, dkiff @newportbeachca.gov PREPARED BY: Tara Finnigan, Public Information Manager A 1(� APPROVED: TITLE: Professional Services Agreement with TK Armstrong & Associates for Business Improvement District Management ABSTRACT: The City Manager's office is recommending contracting with a private firm, TK & Associates, to provide administrative and marketing support to the City's four Business Improvement Districts. The function was previously managed in- house. The selected firm will coordinate with Visit Newport Beach, Inc. to provide consistent Newport Beach branding. RECOMMENDATION: Approve the professional services agreement with TK Armstrong & Associates for Business Improvement District Management Services at a not -to- exceed cost of $226,042 and authorize the Mayor and City Clerk to execute the agreement. FUNDING REQUIREMENTS: The proposed FY 2012 - 2013 budget includes sufficient funding for this agreement. It will be expensed to the Economic Development Division budget of the City Manager's Office (Division 0340 /Account 8080). DISCUSSION: Background The City of Newport Beach has four Business Improvement Districts (BIDs) that were formed under the 1989 Parking and Business Improvement Area Law: Balboa Village BID, Corona del Mar BID, Marine Avenue BID and the Newport Beach Restaurant Association BID. Each BID has a board of directors that serves in an advisory capacity Professional Services Agreement with TK Armstrong & Associates for Business Improvement District Management June 12, 2012 Page 2 to the City Council. The BIDS are subject to all City policies, rules, and regulations, including the Ralph M. Brown Act. Pursuant to State law, each BID must be renewed annually by the City Council, following a noticed public hearing and protest process. The BID revenues are derived from a special assessment for any business located within a BID's boundaries. The City also provides a small amount of "matching funds" to the BIDs each year, and the BIDS receive other revenues from event sponsorships. The City once provided ongoing staff support for a variety of BID - related matters, but those Economic Development positions were eliminated in early 2011. The City Manager's Office, with support from the Finance Department, has been providing interim assistance to the BIDs. The City also provides accounting and financial management services to each BID under a contract with an independent consultant. The scope of that agreement was expanded this fiscal year to include providing administrative support to the BIDs. A recent evaluation of the BIDs illustrated a need to improve and streamline contracting practices, and opportunities to improve efficiencies in certain areas, such as marketing and promotions. Dedicated administrative support and assistance with navigating the City's policies and State law, is also needed. The evaluation consisted of a review of the BIDs conducted by an economic development consultant, discussions with the Council members that attend monthly BID Board meetings, and two meetings with the presidents of each BID's Board of Directors. Request for Proposals To more efficiently and expeditiously assist the BIDs, the City developed a Request for Proposals (RFP) to identify a firm or individual to serve, in a consulting capacity, as "BID Manager ". The BID Manager duties were developed based upon current practices and the needs identified in the discussions with the Board presidents. The duties were identified in the RFP as follows. • Providing the BID Boards and members with centralized administrative support and oversight. • Hiring and managing all BID consultants and contractors. • Consolidating contracting (where applicable) to create economies of scale. • Creating cohesive marketing themes and materials that are consistent with the Newport Beach brand, while allowing each BID the ability to retain its unique character and identity. • Overseeing financial administration and reporting. The City's Purchasing Division issued the RFP on February 29, 2012. Consultants were invited to submit proposals for the entire scope of work or a certain portion of the work. The City's Purchasing Division hosted a pre - proposal meeting on March 14, 2012 and Professional Services Agreement with TK Armstrong & Associates for Business Improvement District Management June 12, 2012 Page 3 the City Manager's Office, Finance, and the City Attorney's Office had staff members present to answer attendee questions. The deadline for proposal submissions was March 27, 2012. The City received proposals for accomplishing the full scope of work from: 1. Business Information Data Systems, Inc. (BID Systems) 2. MIG, Inc. 3. TK Armstrong & Associates, Inc. (TK Armstrong) Two proposals were received from consultants interested in providing marketing services only: 1. Dennis Stone Consulting, Inc. — Consensus building program for developing marketing plan 2. CIVIC, Inc. — Marketing for all four 1989 BIDs. As this was a procurement effort for a professional service, the technical proposals and cost proposals were received by Purchasing under separate cover. Proposal Review & Consultant Selection Process Purchasing Division staff performed compliance review on the submissions and then held an outside -panel interview with all proposers. The interview panel was comprised of professionals not associated with the BIDs or employed by the City as either a staff member or consultant. Each of the panelists who volunteered to serve on the interview panel has some combination of experience working with business / merchant groups, and in marketing or economic development. One panelist has spent her 30+ year career in economic development and works closely with a downtown association. Another panelist is a marketing consultant and previously directed marketing programs for large retail centers. The third panelist has a combination of economic development, marketing and downtown merchant association experience. The panelists individually reviewed the proposals and then met to conduct consultant interviews on May 21, 2012. Purchasing Division staff also attended the interviews to serve as the moderator. The panelists individually scored the proposals and interviews, developed an overall score for each consultant, and then discussed the scores as a group. The consultants were then ranked according to the scores received. The evaluation criteria assessed is as follows: • Qualifications and experience of the proposing firm; • Consultant's demonstrated understanding of the Scope of Services; • Consultant's proposed work plan and methodology for service deployment; and Professional Services Agreement with TK Armstrong & Associates for Business Improvement District Management June 12, 2012 Page 4 Consultant's relevant experience in providing similar services to other clients, with an emphasis on local government agencies. Also on May 21, each BID Board president was invited to meet and greet each proposer. These were opportunities for the Board representatives to converse with each consultant. The meetings were informal and did not include formal presentations by the proposers or scoring by the BID representatives. Purchasing and City Manager's Office staff members also attended the meet & greets, but did not participate in the discussions. Per Purchasing's policy, the cost proposals remained separate and were not considered as factors during the interviews or the meetings with the BID presidents. Rankings & Comments When the meetings and interviews concluded, Assistant City Manager Dana Smith and Public Information Manager Tara Finnigan listened as the BID representatives shared their comments and impressions about each consultant. Smith and Finnigan then joined Purchasing Agent Anthony Nguyen and the interview panelists to hear the panel's comments and rankings. The panel scored TK Armstrong the highest and unanimously recommended the firm as its top choice. The decision was based on the extensive experience of the firm's key project team members — particularly with downtown associations, marketing and managing large, commercial / retail properties. The panel ranked BID Systems, Inc. second and MIG was ranked third. The panel did not make any recommendations regarding adding the additional marketing services proposed by Dennis Stone Consulting or CMC, Inc. Therefore, staff is not including these services in the BID Manager professional services agreement. Consultant Selection City staff selected TK Armstrong & Associates based upon the strong recommendation of the outside panel. Staff believes the consultant has the best combination of skills and experience to work with the BIDS and coordinate with the City, Visit Newport Beach, Inc., and other stakeholders. Cost Purchasing provided the cost proposals after TK Armstrong was selected. City Manager's Office staff and TK Armstrong representatives then met and discussed each line item in the proposed budget which totals $226,042, excluding marketing money. The budget is included as Exhibit B to the attached professional services agreement. Professional Services Agreement with TK Armstrong & Associates for Business Improvement District Management June 12, 2012 Page 5 The City's proposed FY 2012 -13 budget for economic development includes sufficient funding to cover the cost of the BID Manager professional services agreement and the additional funding needed for marketing. Conclusion In summary, staff is recommending approval of the professional services agreement with TK Armstrong & Associates as it provides: • Dedicated support for the BIDs • Focused assistance for volunteer BID Board members ✓ Better - coordinated marketing programs that align with the efforts of Visit Newport Beach, Inc. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: � 10L6. � zzz:�fmw� Tara Finnigan Attachments: A. Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT WITH TK ARMSTRONG & ASSOCIATES, INC. FOR BUSINESS IMPROVEMENT DISTRICT (BID) MANAGEMENT SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement ") is made and entered into as of this __ day of June, 2012 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and, TK ARMSTRONG & ASSOCIATES, INC., a California corporation ( "Consultant "), whose address is 369 South Glassell Street, Orange, CA 92866 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 is seeking professional management services for administration of the City's Business Improvement Districts (BIDs) including, Balboa Village, Corona del Mar, Marine Avenue, and Restaurant Association. C. City desires to engage Consultant to manage the operations of the BIDs through centralized administration and oversight and the management of consolidated contract services, consultants and marketing. ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Katherine Armstrong. 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. 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 above written date, and shall terminate on June 30, 2013 unless terminated earlier as set forth herein. City may elect to renew this Agreement for up to two additional one -year terms. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of 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 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. 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 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 either telephone, fax, hand - delivery or mail. 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Hundred Twenty Six Thousand Forty Two Dollars and no /100 ($226,042.00) 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 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: TK ARMSTRONG & ASSOCIATES, INC. Page 2 4.3.1 The actual costs of subconsultants 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. 4.3.2 Approved reproduction charges. 4.3.3 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. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Katherine Armstrong 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. 6. ADMINISTRATION This Agreement will be administered by the City Manager's 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 authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 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. TK ARMSTRONG & ASSOCIATES, INC. Page 3 7.1.2 Provide blueprinting and other Services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. 7.1.3 Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. 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 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, 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, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). TK ARMSTRONG & ASSOCIATES, INC. Page 4 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 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 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 14.1 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. TK ARMSTRONG & ASSOCIATES, INC. Page 5 14.2 Proof 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. 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. 14.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 14.3 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. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non - payment of premium) prior to such change. 14.4.1.2 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. 14.5 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, blanket contractual liability. 14.6 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 accident. TK ARMSTRONG & ASSOCIATES, INC. Page 6 14.7 Professional Liability (Errors & Omissions) Coverage. 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) limit per claim and in the aggregate or as otherwise approved by Risk Management. 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions 14.8.1.1 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 and insurance clauses from each of its subcontractors. 14.8.1.2 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. 14.8.1.3 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. 14.8.1.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to 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. 14.9 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. 14.10 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. 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 TK ARMSTRONG & ASSOCIATES, INC. Page 7 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 twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING City and Consultant agree that subcontractors may be used to complete the Work outlined in the Scope of Services. The subcontractors authorized by City to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and 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. 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 authorizes in writing the release of information. TK ARMSTRONG & ASSOCIATES, INC. Page 8 19. 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 drawings and specifications provided under this Agreement. 20. 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. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or 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. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 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 TK ARMSTRONG & ASSOCIATES, INC. Page 9 performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals 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: Tara Finnigan, Public Information Manager City Manager's Office City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3035 Email: tinnigan@newportbeachca.gov 25.2 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Katherine Armstrong, President TK ARMSTRONG & ASSOCIATES, INC. 369 South Glassell Street Orange, CA 92866 Phone: 949 - 751 -7668 Email: karie @tkarmstrong.com 26. CLAIMS The Consultant and the City expressly agree that in addition to any claims 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 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are TKARMSTRONG &ASSOCIATES, INC. Page 10 reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole 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. STANDARD PROVISIONS 28.1 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. 28.2 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. 28.3 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. 28.4 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. 28.5 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. 28.6 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. TK ARMSTRONG & ASSOCIATES, INC. Page 11 28.7 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. 28.8 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. 28.9 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. 28.10 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. 28.11 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 and the same instrument. [SIGNATURES NEXT PAGE] TKARMSTRONG & ASSOCIATES, INC. Page 12 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: C 41 z, Aaron C. Harp City Attorney j�llti ATTEST: Date: By: Leilani I. Brown City Clerk Attachments: document1 11.29.11 CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Nancy Gardner Mayor CONSULTANT: TK ARMSTRONG & ASSOCIATES, INC., a California corporation Date: n Katherine Armstrong President/Chief Executive Officer Date: t "S -1?,- Katherine A'tmstrong Chief Financial Officer [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates TK ARMSTRONG & ASSOCIATES, INC. Page 13 EXHIBIT A SCOPE OF SERVICES Submitted By: TK Armstrong & Associates, Inc. April 2, 2012 City of Newport Beach Request For Proposal No. 2 -29 Business Improvement District (BID) Management Services PROPOSAL - METHODOLOGY TK Armstrong & Associates, Inc. utilizes a highly effective methodology for developing business strategies, identifying strengths, acting upon opportunities, mitigating threats and bolstering weaknesses of the organizations it manages and consults for. Through 22 years of practicing this methodology, the founder Karie Najemnik Armstrong has lead teams to achieve great success and has found value in the assets, (both physical and human), where no one else knew to look. The key to her success has always been the ability to get deep inside the organization very quickly and identify the Strengths, Weakness, Opportunities, and Threats ( "SWOT Analysis ") by uniting the various stakeholders in collaborative sessions and think - tanks. This allows for the richness of historical data and perspectives to blend with new ideas and outside thoughts. From that process, a clear direction begins to emerge and the team, however big or small, close -knit or fractured, has the ability to weigh in and own a piece of the impending success. It is then that her leadership skills are truly activated because the team of stakeholders must now develop and own a body of work that spells out the organizations Goals, Objectives, Strategies and Tactics. Ms. Armstrong has coined the phrase "GOST Writing Sessions" for this process. This powerful process truly allows for the mass collection of thoughts and ideas that will then be distilled down and form the backbone of the plan. New thoughts, hopes and dreams along with past victories and prior frustrations all have a voice; and through the din emerges a clear and manageable path that is developed by the team. Buy -in is established throughout the process rather than forced upon the stakeholders at the end. The front - loaded effort of putting together a strategic plan of this nature allows for the group to quickly pivot should new opportunities or potential threats be identified. Ultimately, all of this gives rise to the development of a multi -year plan and concise single year budget. The cornerstones for success in the daily management of projects are: Effective Communication, Respectful Collaboration, Dependable Integrity, and Strategic Thinking. We are approachable, quick to respond and deadline driven. A strong work ethic permeates the team on every level and effort is not measured by hours on the clock but by project excellence. 1. SCOPE OF SERVICES: GOALS PROVISIONS & RESPONSIBILITIES 1.1. Centralized administration and Oversight: The corporate office for TK Armstrong & Associates, Inc. ( "TKA ") is located at 369 South Glassell Street, Orange, California 92866. The office houses the President, Director, BID Management, and combined Administrative Assistant - Bookkeeper. It is open and available for client meetings and visits. All records will be kept on file at the corporate office. The team will be available for onsite visits to each of the BIDS on a daily basis as needed and will be available for all board meetings, meetings with city staff and any other meetings deemed necessary. The team fully anticipates the need to immediately and completely immerse into the project and is prepared to do so. The group will be available via email and telephonically when they are not physically visiting the 44 Submitted By: TK Armstrong & Associates, Inc. April 2, 2012 City of Newport Beach Request For Proposal No. 2 -29 Business Improvement District (BID) Management Services BIDS. Should the need arise due to the nature of the business; TKA would be willing to open a satellite office in the Newport area. 1.2. TKA will hire all necessary personnel for the daily management of the BIDs including the contract services and consultants. A detailed outline of the team can be found in the previous section of this document entitled "Organizational Information ". The President / Strategic Director, the Director, BID Management, and the Administrative / Bookkeeping support will be employees of TKA. The others will be contracted out as needed. 1.3. At TKA we feel it is extremely important to maintain excellent documentation, reporting processes, and frequent updates. We believe in listening & discussing, as well as documenting & disseminating. Effective Communication is one of our cornerstones. Monthly updates will be prepared for the Board meetings and when necessary specific project updates will be prepared and disseminated on agreed upon timetables. An e -mail newsletter to the members of the respective BIDs will be created and sent out monthly in order to keep members engaged and informed. QuickBooks will be used as the accounting software which will allow for ease of reporting, budgeting and forecasting. The day -to -day general bookkeeping will be done in -house and an outside accountant will close the months, quarters and year -end. 1.4. The strategic consolidation of contracting will be critical in order to achieve economies of scale for cost efficiencies and to assist the smaller BIDS to have a larger presence than they currently have on their own. In order to effectively and strategically consolidate, a thorough review of the current expenses and contractor agreements will be conducted; concurrently, an assessment of needs will occur through the "SWOT' and "GOST Writing" process for each individual BID. This process identifies overlap and areas of weakness and /or need which then presents clear opportunities for consolidation. 1.5. There are many ways to consolidate the costs of the marketing efforts. One of the most direct will be to consolidate the website and social media management for all four BIDS. This will allow for an overarching cohesive brand while still allowing the individual personalities and richness of the districts to show through. Much of the general marketing, event management and newsletter production can be handled by the day -to -day operations team using specialists only when needed. Additionally, the use of interns, and the leveraging of sponsorship dollars will help offset costs of the special events. Whenever possible all opportunities should be exhausted in finding relevant advertising and sponsorship partners to defray the costs of the special events, printed materials and electronic advertising. 1.6. TKA will work closely with the City to review and understand all existing budgets, contracts, historical documentation, community sentiment, and stated goals & Submittej By: TK Armstrong & Associates, Inc. April 2, 2012 City of Nevrport Beach Request For Proposal No. 2 -29 Business Improvement District (BID) Management Services objectives in order to rapidly move forward with the BIDS in creating the next phase of Goals, Objectives, Strategies and Tactics. 1.7. The creation of cohesive marketing themes and materials will come from a series of workshops facilitated by the strategic director along with the BID boards or their appointed members. This collaboration and idea sharing is derived through the results of conducting a "SWOT' Analysis (Strengths, Weaknesses, Opportunities & Threats) which then funnels into a "GOST Writing" Session (Goals, Objectives, Strategies & Tactics) in order to clearly define the needs of each BID. Once the strengths, weaknesses and key objectives are defined, the path for cohesive branding with individualized character becomes much easier to see. At that point the creative consultant is brought in to design the campaign. Because of the extensive work that is done upfront by TKA the cost of the outside marketing consultant may be reduced significantly. The strategic director for TKA has a long history and proven track record of success with this process. 2. ADMINISTRATION 2.1. TKA shall maintain the agreements with all sub - contractors and consultants in order to achieve the agreed upon scope and will conform to all City requirements prior to entering into any such agreements. 2.2. The president of TKA shall serve as the liaison to the City of Newport Beach and attend all of the required meetings. The Director, BID Management shall also be present at as many meetings as possible and will be the back -up for the president in her absence. As a team we are flexible in our availability and understand that in the beginning of the contract there may be much more effort required than originally anticipated in order to get everything moving smoothly. TKA is committed to delivering excellence. Although the expenses for personnel are budgeted on a "Not to Exceed" basis the effort given will not be capped by the hours estimated. We are committed to ensuring that the best results possible are achieved. 2.3. TKA shall assist the BID Boards in developing, implementing and achieving their annual priorities. The annual plan, detailed with strategies and tactics, will come as a natural progression from the "SWOT' and "GOST Writing" processes. 2.4. TKA will prepare all annual reports and budgets for review by BID Board and City Council as required by State law, including drafting staff reports and posting public notices. 2.5. TKA will ensure that all Board and membership meetings are noticed and executed to the Ralph M. Brown Act and any other applicable laws or City Policies. This will include the posting of agendas, the preparation of minutes, and the maintenance 46 Submitted By: TK Armstrong & Associates, Inc. April 2, 2012 City of Newport Beach Request For Proposal No. 2 -29 Business Improvement District (BID) Management Services of records. A monthly summary report of the BID activities will be prepared and distributed the City Manager's office 2.6. At a minimum, all meetings described in the RFP will be attended by TKA. These are outlined as: • Monthly Board Meeting of each BID (4) • Annual general membership meeting of each BID (4) • Annual City Council public hearing to renew BID • Monthly meeting with the City Manager's Office • Special events, project tours, etc. as needed 2.7. This is a duplicate of 2.3 3. FINANCIAL MANAGEMENT & BUDGETING 3.1. All annual budgets will be prepared based on the input of the BID. This is a culmination of the "SWOT" and "COST Writing" process. As a matter of general practice, TKA creates strategic multi -year plans so that the vision is broad enough and deep enough to outline both long -term and short term results. The budget is then placed over the plan in one -year increments. This allows for strategic amassing of monies for larger capital projects or the ability to have a road map for a project that requires multiple phases. Although the budgets are approved for a single year only, this methodology works, as it allows for continuity should key personnel exit the team and expediency in subsequent years so that the team is not always recreating the wheel. 3.2. TKA is very familiar with, and uses on a regular basis, all forms of financial reporting including variance reports, forecasting models and financial statements. Historically we are used to managing revenues and expenses in real -time and make recommendations and adjustments quickly should anomalies or negative trends occur. Managing cash flow is a well -honed strength of the organization and will be handled by the president. All reports will be rolled up to the City. 3.3. All general bookkeeping including accounts payable and receivable will be handled by in -house employees and a third party accountant will close out months, quarters and year -end. 3.4. TKA will work closely with the City's Finance Department to ensure maximum collection of dues and assessments. TKA has an extensive background in tracking, billing and collecting member dues and assessments. This process will be handled in- house. TKA will work closely with the City regarding members in default. A7 Submitted By: TK Armstrong & Associates, Inc. April 2, 2012 City of Newport Beach Request For Proposal No. 2 -29 Business Improvement District (BID) Management Services 4. MARKETING & COMMUNICATIONS 4.1. TKA and its strategic partners will work closely together in order to implement and manage a comprehensive, strategic plan which will include marketing, branding, advertising, and website development & hosting. This will be a result of overlaying and integrating the individual "SWOT' and "GOST Writing" sessions of each BID into a master plan and will reflect the brand of Newport Beach as a global destination while preserving the rich heritage and individuality of each of the districts. Close attention will be paid to the efforts already made and the brand that has been brought forth through www.visitnewportbeoch.com. 4.2. The strategies and tactics for the implementation of the overall marketing plan may in some cases be the some for a portion or all of the BIDS. This is where true economies of scale can be realized. The communication materials called out in the RFP are the annual report, e- newsletter templates, brochure designs and redesigns, and a social media strategy. The annual report, e- newsletter templates and much of the brochure layout /design can be handled in -house allowing some of the budgeted dollars to be redeployed. 4.3. It is imperative that each strategy and tactic be measurable in nature in order to determine its ROI and whether or not it is valuable going forward. TKA has a history of assessing results on an on -going basis so that measurements are captured and reported. Results will be measured throughout all phases of each campaign and event. After - action meetings and participant evaluations are additional methods used to gather facts and opinions about the success or shortcomings of an event or campaign. All data will be analyzed and reports will be created with recommendations for improvement. 5. MISCELLANEOUS 5.1. Assistance for property owners can be made available for identifying opportunities to remerchandise vacant space, introduce new business concepts, and maximize their assets; therefore enhancing the entire district. Members of the TKA team have had great success throughout their careers in this arena and are available to discuss options and processes by which a property owner can re- invigorate their assets. A highly respected broker /leasing strategist /developer is part of the team and can serve as a resource. This is a budget neutral component since the cost of services is generally a function of the lease deals. 48 EXHIBIT B BILLING RATES Business Improvement District (BID) Management Services Management Budget 2012 -2013 July Aug Sept Oct Nov Dec Jan Feb March Apr May June Total and Salaries Director Bid Mgmnt(100 %) $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 5,417 $ 65,000 Admin /BookkeepingTBD - $ - $ - $ 233 NB Chamber Dues $ 440 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 440 Insurance /Legal $ 344 $ 344 $ 344 $ (100 %) $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 3,400 $ 40,800 Subtotal $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 8,817 $ 105,800 Burden (30%) $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 2,645 $ 31,740 Total Salaries w/ Burden $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 11,462 $ 137,540 Pres /Strategic Dir(30 %) $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 6,500 $ 78,000 Overhead budgeted at 100% to be billed back at 50% Rent $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 650 $ 7,800 NB Business License $ 233 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 233 NB Chamber Dues $ 440 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 440 Insurance /Legal $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 344 $ 4,131 Phone /Internet $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 3,600 Office Supplies Printing etc. $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 1,200 Accounting (CPA) $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 300 $ 3,600 Subtotal Overhead 100% $ 2,367 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 1,694 $ 21,004 to $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 $ 847.13 Base Contract 19,145 18,809 18,809 18,809 18,809 18,809 18,809 18,809 18,809 18,809 18,809 18,809 226,042 First Year, One -Time Capital Funding for Branding, Website Design and Mgmt of Capital Projects $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Marketing $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ ' Web Design $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PR /Media $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Social Media $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total One -Time Capital Funding $ - $ - $ - $ $ - $ - $ - $ - $ - $ - $ - Total Billable Contract Cost $ 19,145 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 18,809 $ 226,042 Prepared by: TK Armstrong Associates, Inc Revised May 24, 2012