HomeMy WebLinkAbout11 - 2013 Restaurant WeekPOQr CITY OF
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C941FOR City Council Staff Report
Agenda Item No. 11
October 9, 2012
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Dave Kiff, City Manager
949 - 644 -3001, dkiff(a)newportbeachca.gov
PREPARED BY: Tara Finnigan, Public Information Manager
APPROVED:..,, a K.
TITLE: 2013 Newport Beach Restaurant Week Marketing Professional
Services Agreement
ABSTRACT:
Newport Beach Restaurant Week is an annual, citywide event organized by the
Newport Beach Restaurant Association Business Improvement District (NBRA BID) that
offers diners specially priced lunch and dinner menus at participating local restaurants.
The next event is being planned for January 2013 and a consultant is needed to assist
the NBRA BID Board of Directors with the event marketing and promotion efforts.
RECOMMENDATION:
Approve and authorize the Mayor and City Clerk to sign the January 2013 Restaurant
Week Professional Services Agreement between the City of Newport Beach and
California Marketing Concepts, Inc, (CMC, Inc.).
FUNDING REQUIREMENTS:
Citv Budcaet Includes Funding of $66.000
The current adopted budget includes $66,000 of funding from the City of Newport
Beach (City). This is comprised of a $6,000 special event grant that will be transferred
from the City's General Fund to the NBRA BID and $60,000 in marketing money
available in the NBRA BID budget. The remaining $73,850 in funding will be generated
by CMC, Inc. through participating restaurant buy -in fees and Restaurant Week
sponsorships.
October 09, 2012
Page 2
DISCUSSION:
Background
The City established the NBRA BID pursuant to the Parking and Business Improvement
Area Law of 1989. Considered to be a part of the City, the NBRA BID is subject to the
City's procurement policies and procedures. It does not have the authority to contract on
its own. Therefore, City staff assists with the preparation of its requests for proposals
(RFPs) and the BID's professional services agreements. Staff relies upon the direction
of the NBRA BID's Board of Directors to help ensure the services retained are in
accordance with the BID's annual list of priorities (as approved by the City Council on
June 26, 2012) and the interests of its members.
City Support for NBRA and Newport Beach Restaurant Week
The NBRA BID is primarily funded through member assessments and sponsorships.
For the current fiscal year, the NBRA BID Board estimates that it will collect
approximately $114,000 in assessments and raise about $23,500 in event
sponsorships. In addition, the City Council authorized, and the City has since provided,
$38,000 in matching funds to the BID.
At its May 22 Regular meeting, the City Council considered the recommendations of the
Special Events Advisory Committee and awarded a $6,000 special event grant to the
NBRA BID for the 2013 Restaurant Week event. The City has provided financial support
to Newport Beach Restaurant Week every year since the event's inception.
Though the attached agreement is for $139,850, the $6,000 special event grant is the
maximum amount of City General Fund money that will be contributed to the 2013
Restaurant Week event. All other funding will come from funds identified in the NBRA
BID's FY 13 budget ($60,000) and the remaining $73,850 will be comprised of
participant buy -in fees and sponsorships collected on behalf of the NBRA BID by CMC,
Inc.
Request for Proposals
The City issued a Request for Proposals (RFP) in March 2012 to identify a marketing or
special events planning firm to produce Restaurant Week 2013. Three consultants
responded to the RFP:
A. CMC, Inc.
B. Visit Newport Beach Inc.
C. C &M Communique, Inc.
The next step in the City's selection process typically involves a review of the proposals
and often, an interview with each proposer. Since the consultant selected to market
Restaurant Week must work closely with the NBRA BID Board of Directors and enter
z
October 09, 2012
Page 3
into an agreement with the City (as the contracting authority), City staff suggested a
small committee comprised of representatives from the NBRA BID and the City to
review the proposals and interview the consultants. When those efforts were
unsuccessful, staff suggested that the NBRA BID Board identify a small committee of its
members (without City representatives) to review the proposals and recommend a
consultant. The committee was formed, but the proposal review was delayed due to
changes being considered by the NBRA BID Board regarding the NBRA BID's overall
marketing plan and strategy. We then suspended the RFP process.
City staff understands the delays in the process were partially in response to ideas
raised by the City and other Newport Beach professional organizations during the time
the RFP was being developed and issued. The City's interest in retaining a BID
Manager to help four of its BIDs with administration and marketing spurred some
preliminary discussions among NBRA BID members about how that change could
impact their organization's marketing plans. Concurrently, there were discussions
among some community organizations as to how they could align marketing efforts and
potentially combine resources to promote Newport Beach in a unified, consistent
manner.
As a result, the NBRA BID's Board chairperson and vice chairperson recently informed
City staff that some of their members are interested in pursuing a more formalized
marketing relationship with Visit Newport Beach, Inc. and in developing a long -term,
strategic plan. The Board has a subcommittee developing a proposed strategy for
accomplishing those objectives and it is anticipated that the NBRA Board will review
and vote on the strategy before the end of the calendar year.
In the short-term, the NBRA BID Board desires to sole- source the planning and
execution of the 2013 Newport Beach Restaurant Week event to CMC, Inc. Sole -
sourcing is allowed under Section (11)(f)(2) of the Administrative Procedures
(Contracting for the Procurement of Services) that accompany Council Policy F-
14. Respectful of the Board's request, staff is forwarding it to the City Council.
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.
3
October 09, 2012
Page 4
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:
Tara Finnigan
Public Information Manager
Attachments: A. Professional Services Agreement
PROFESSIONAL SERVICES AGREEMENT
WITH CMC, INC. FOR
2013 NEWPORT BEACH RESTAURANT WEEK
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement ") Is made
and entered into as of this 1 st day of July, 2012 ( "Effective Date") by and between the
CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City"), and CMC,
Inc., a California corporation ( "Consultant ") DBA California Marketing Concepts, Inc.,
whose address is 1550 Bayside Drive, Corona del Mar, CA 92625 and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to develop, manage, market and coordinate
the 2013 Newport Beach Restaurant Week. ( "Project ").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. The principal member of Consultant for purposes of Project shall be Susan
(Peggy) Fort.
E. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
• NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2013 unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
City and Consultant acknowledge that the above Recitals are true and correct
and are hereby Incorporated by reference into this Agreement. Consultant shall
diligently perform all the services described in the Scope of Services attached hereto as
Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may
elect to delete certain Services within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
Included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible
for delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.2 Consultant shall submit all requests for extensions of time for performance
In writing to the Project Administrator (as defined in Section 6 below) not later than ten
(10) calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultant's control.
3.3 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates or Progress Payments Schedule attached hereto as Exhibit B and
Incorporated herein by reference. Consultant's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subconsultant
fees, shall not exceed One Hundred Thirty Nine Thousand Eight Hundred Fifty
Dollars and 00 1100 ($139,850.00) without prior written authorization from City. No
billing rate changes shall be made during the term of this Agreement without the prior
written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and /or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement, or specifically approved in writing in
advance by City.
CIVIC, Inc. Page 2
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.
S. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Peggy Fort to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City s approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously fumish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing Inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to the City.
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 designee shall represent City in all matters pertaining to
the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
CIVIC, Inc. Page 3
standards" shall mean those standards of practice recognized by one (1) or more first -
class fines performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement; all applicable federal, state
and local laws; and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be In default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
Indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to Indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by the
Consultant.
CMC, Inc. Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Contractor or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and progress
of the Project, activities performed and planned, and any meetings that have been
scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
CMC, Inc. Page 5
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint- venture or syndicate or cotenancy, which shall result in changing the
control of Consultant. Control means fifty percent (50 %) or more of the voting power, or
twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint -
venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. The City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and the City. Except as specifically authorized
herein, the Services to be provided under this Agreement shall not be otherwise
assigned, transferred, contracted or subcontracted out without the prior written approval
ofCity.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents "), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
Implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of Incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant Is waived
against Consultant and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
18. COMPUTER DELIVERABLES
All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
CIVIC, Inc. Page 6 10
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
20. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement or alleged infringement of any United States' letters patent, trademark, or
copyright, including costs, contained in Consultant's Documents provided under this
Agreement.
21. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three. (3)
years, or for any longer period required by taw, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or his/her designee with respect to such
disputed sums. Consultant shall be entitled to receive Interest on any withheld sums at
the rate of return that City earned on its investments during the time period, from the
date of withholding of any amounts found to have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
Inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
bome by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
CIVIC, Inc. Page 7 11
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
25.1 The Consultant or ifs employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
26. NOTICES
26.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided. All notices, demands, requests or
approvals from Consultant to City shall be addressed to City at:
Attn: Tara Finnigan, Public Information Manager
City Manager's Office
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 -644 -3035
Fax: 949 -644 -3020
26.2 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Susan (Peggy) Fort
CIVIC, Inc.
1550 Bayside Drive
Corona del Mar, CA 92625
Phone: 949 -675 -0501
Fax: 949 -675 -0508
CIVIC, Inc. Page 8 12
27. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and Identified by Consultant in writing as unsettled at the time of its final request
for payment. The Consultant and the City expressly agree that in addition to any claims
filing requirements set forth in the Agreement, the Consultant shall be required to file
any claim the Consultant may have against the City in strict conformance with the Tort
Claims Act (Government Code sections 900 of seq.).
28. TERMINATION
28.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
28.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Compliance with all Laws. Consultant shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
29.2 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other tern, covenant or condition contained herein, whether
of the same or a different character.
CMC, Inc. Page 9 13
29.3 Intearated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
29.4 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
29.5 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
29.6 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and 'City and approved as to form by the
City Attorney.
29.7 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
29.8 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
29.9 Eaual O000rtuniity Emolovment. Consultant represents that it is an equal
oeportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
29.10 No Attorney's Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing parry shall not be entitled to attorney's fees.
29.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
CMC, Inc. Page 10 14
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: (,O
By. 1 l Car)
Aaron C. Harp M Q q
City Attorney U
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
Nancy Gardner
Mayor
CONSULTANT: CMC, Inc., a California
corporation
Susan M. Fort
President
Date:
Susan M. Fort
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
documen12
CMC, Inc. Page 11 15
EXHIBIT A
SCOPE OF SERVICES
[Contractor Firm Name] Page A -1 16
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'CMC'INC. PROPOSED PLAN OFWORK- TASK OVERVIEW.
!#jy. Fbri, Presldent&,
e 'ii&Sub
-Contractors
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IMBID.Bo rc[Mq" bifrs;-[�c
— I . 'A� MI. - L�
& Resol,v_e;ProWm,'
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COf PRFE'r.t;_'L IAAINCr:TINr• PU•', :FIOPI, LNTL- f 1t i,'iI_1V
CfOClnc..lrc:- ;'ersonr;cl: Peyrylb::,: °.rs'fr.'en: L: CEO
Y Cf ✓C [tic. Personnel Support: Fronk Chlorson, Doniela RoBniann, Giong Fluo Rupp - Ch %Clnc. Associates
1 C114C lnr.. Vendor Support: GoldenComm. cam, CMCInc. Slydiugic Web Si(e Partner
pq Compile Lists & Promotional Pieces Describing NBRW Benefits & Offerings
i:i Conduct Zconomic & Commercial Surveys to ideritIfy- P.ofential Markets to,'Promote :NDRW
;9; Coordinate & Participate in Promotional Activities &rCorhmunity Events, Wo(kmgCwitRStrategic
Partners;, Sponsor s,;Media,'Outleis, and Restaurant:Owners fo Market NBRW'
Create & Execute Post NBRW Bounce Back Promotion
°> •Create Newport Beach Restauran4 Week Identity C_onslstent Brand
tv Create'Newport Beach Restaurar%Week'Mark
�= Oevelop &,Execute,Aggressive OngoingMarke
D'evdloW& ExecuteAggresMve Ongoing Public
beveiop &,Execute NBRW RestauranYMarketi
Develop'Jriternet Marketing Opportunitles'.Di
+De4elop'Internet Marketing bPport'uNties to
6ii%o'. Soclal Networklner & Media Mai
Ezparfil- &,4ecuce'M0rket ng & Publicity
_'" �Eiiaand; &' Execute futedla °AJveitl'slril_'Cai
mpaign to Prdrn'ote NBRW
:ion Plan
Consumers to NBM ID official .Weil
seryatlon System
Iirie Re'servation.Sy'stem
)algns Driving More Consumers Ao:
UsetSaies;F.orecastingr& St{ategic Plannind,to Ensure, Success& Proflta611_ity'6FNBRW- Ana"iyzing°
IhdustNtDevelopmenis . &rMonitoring,Market Trends
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CREATICII:.COLL:TEFAL& BRAND Kkl'l'I1Y CAMPAICN
CIvfC Inc. ,Ledd Personnel: Peggy Fort, President & CEO
CMC Inc. Personnel Syppot1: Honk Oilorson, Donfelo flohmann, Glong liuo Rupp, CMC Inc. Associates
Create & Display Citywide Flags, Banners .& SignaeC
a: r.Cr
eate;Newport-Beach RestauranGWeek Display MaE'enal° &.Posters
:Greate,Newport Beach Restaurant Week Postcard, &;Insert Production
DeV� lop'& Distribute Orientation &'Markefmg�Packet$afor Partidpahts
P, lDeyelop: &Execute Ad Campaign Creative,& Graphic Design'.
?Develd NBRW Internal Slgn U "Packets:& Restaurari_t S i' Marketing,rits
Develop Newp'o'reBeach Rest'auiant'Week ldentiry;Packiige Design
• I ttlate•Dleect Mail Campaighseinse'rts 9t Postagc
C.
inc Ass'ociatesl
19
ADVEMOSI v.`v S•. G1Ftl :C7.NJ<tl. (_;_hg7_i',eGld DLVELOPh4Ef�''f
CG,C r,z.,. Ia c Pcrecnrel: Pv.00}+ Prr.,. President & CEO
/ CMC Inc. Personnel Support: Frcnk Chlorson, CMC Inc. Assoc(ote
l .�) Direct& Manage LATimes NBRW Spadea Wrap Campaigns
° 7 ✓anage City Water Bill , Inserts 'Campaign— NQvenlbcr &December
Manage: Insert Campaigns with'.Nledia'P,artners
Manage -Southern,Californ!aOnlineAi` Campaigns—. QCRegtste:LATmes,Daliy,Pllotetc
Manage Soutnem California .P.rint Ad'Campa igns - :OC,Regtster;: W.Times, -Daily PI.IbVetc.
TARGEfUSTiOF BROADCAST RADIO PARTNERS:
a '104 5aKOCI Radb
927 JILL,F,MjRadio
p ;{(WAVE& &REARTH- CBSRadios
Develop'!PSA`Radio.Spits.
SZ
O4
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asi
• 5
NDIn- dep'end'ent; LB;Coastlin, a Pilot
C
G•rselop kzdio & Cable P: c- :-.re! with Medic Pa;: -i:
:—*Wish & iPialnlcin t':i,.: i -,c t<<oiking Relaifor,el.i aih Local & Nf unicir. ' .r'Cernnlcnl
Officials & Media Representatives
1, V Evaluate Advertising & Piomotion Programs for Compatibility with Public Relations Efforts
Execute, &Supervise & The Activilies;of Public Relations Campaign
Expand Editorial Coverage Through Ad Buys & Editorial Calendar Research
• Identify Marn Campaign Target Demographic Groups & Audiences & oetermine.the Brest Way to
Communlcate'P.ublicity Information to Them.
• Manage& Oversee NBRW. Photography & Video Clips Conslstenttwith ;Brand
Manage Relatlohthlp with Zuslriess'Newswire Services
Manage Relailonship with Online-Media Monitoring & Gipping -Services
On Goin'gNedfdSeivicing on Beh6ftf NBRW PR Ogp irtun7ties'
a On' {Going NBRW Press Release- DeyelopmenY& Media P.ffchtne�
a Write' Internsting &'Effectwz�PressReleases &Prepare Information"for'Media
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21
I)RGt1p G'c fif:4YAUR AN! I 1VEf.ii : j'.1 ClkL EVENTS
CMC Inc. lead Personnel: Peggy fort, President & CEO
�j
CIfCInc. Personnel Support:
Prank Oilorson, Donielo. Bolzmann,.Glang.11uo Rupp, Peggy Hoy,[, GYIClne: Associores
Produce &Coordinate NBRW ChePs.Cooking Pavilion Launch-Event —September
•
Produce'& Direct All 'Aspects N,BRWSpecial Eventson Day'ofEvent
Produce'NBRW Orientations FDr;Restaurant Owners-
,Winter.
Produce Restaurant Week Gala Launch Party— January
•
P.roduce.Restaurant Week Pre &tPostParty Sponsor Events
•
Arrangevenue, Audio VlsU I Equlpment, Transportation; Displays, &;Othet Needs:
•
eDnductPost- Event Evaluations'to•Determine How Future:EVents,CouldlbeImproved
•
Conferwi(h Partners,'•Staff, &Volttnteers atEknt Site,to CooMh ate Details
ConfitnfNledWAttendance at'Gala Leunch.Events
•
Consulf,iOth NORA;BID Board and Restaurant'Owners•to Dete"rmine'.Ojijectives& Rec
Coordjnate All Aspects Of NDRW,Speclal Events
Coordinate Services' for Events, Such as Facilities, Catering ,.5ignage; ispiays Special;,Nggg
Requirements, Phdting,& Event;5ecurifv
Devdfi W?Strategy; Logistics,and Ndeotiat#'Event Detail
Manage,Chanty C%Io.'m. po6e ni ,&1� :,WI _o.. ff WW iih Offfdal Benefactor If;Appropriate
F Monitor'.P.iogram,& Event ActiVities to Ensure:Corgpliance withtAQpll`rable.Regulatfon "s_' &,la
Satisfactlon;of ParLicipants,� &;Resolution;; of any Probiems�that'AH§&e
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0.'LN"31,_D1:9112 5,1'11ATIVEAS, 1:__:•h'CG
Cf ✓C Inca. Personnel Support: F €acy Hoyt, CA4C Inc. Associote & Peggy Fort, CAX Inc. President & CFO
JCM
C Inc. VendorSupport:BoysldeCloycos Office Manogement
Answer Telephones & Provide Information to Callers, Take Messages, or Transfer Calls to
Appropriate Individual
Assist,wibi Compiling Lists Describing'NBRW Marketing programs, special events & Promoo tions,
Assii tWith'Copyirig Agendas, Handouts' &3MakeArrangements1'or Committee, NBRABID Board,
& Wher Meetings
ComMunicatewith Customers &.Otliet Individuals to Answer'Questions, Disseminate or'ExpOn
lnfocma[lon &jAddress.Complahits
•
Compile, Copy, Sort'& File Recdrdsof Activities, Business Transactions, &�Other'Activities
•
Compute,:Ciassify, Update, Databases;& Record Data to.Keep Rk6tds,Complete
a
rtle & fletrleve Official Documents-+Records• &Reports
Greet Visitors &•Callers, Handle Their tn'quirfes &tDlrect Thern;loaheiAppropHate Peisoc q
Resourcd;Atto� ding to':thefr Ndeds�
., -,•.
Leam to! operate new office.technologics as t ey are developed;& I1Wplemented A.
Maintain; &WUodate fling, iiivent'ory, tnalling 'and-database systems; either manually or using.;as
computer:
Make Copies of Cbrre'spondence,&;Otlier P,nntO Kiatenal
Y .
Open, SorC,' &,Distribute Incoming Correspondence, Induding Fakes & Emall
r-
Operated &,Program'Office Equlprnent Slieh.as'Fax Machlnes,:Copier3 & RhoneSysterns; Jai
Performideneral.0ffice Duties Such as Fllfng, Answering Telephones &:Handling Routine;
23
WM'MYE ADIA IN ISTRATION
ClWCInr- PCrS0nn01$0ppod-. ClangliboRuAp, ftgayHoA& Ounk4aftlzmant6,64C Inc. Assodates
CIWC M4 VoiltdoeSi1ppott: GcldeaCbrith.oh meg $I Pa tie
In CA4C Inc. S k WO te rt r
A$05tffiftflftSoCIal M8rk0tlO&CqMppjgn
•: assist: tNrN6R1N1Nebstrefie$esi� ::+ p1S *.Orofijge�oo, n - w r �,,etd -
um Q0doW4n.Conj4nObowv4tb Vendor
24
PA0,00LEO."5CH, EOMAE; .&TIMELINE
rra
25
R(it.rchC4-.vAv. �:. i ivmDl;cn
1: FC-112Lfant I Vern I r. :-Q%i0r. If iort
Secure Media Spu;,.- � i.ip-,
a Sign Up NORA Restaurants For NBRW
0 Social Media Campaign Launched
0, SoonsorshIp Servicing &.Development
0: COmmunity i ladusby PWeach Campaign.
b Corporate sponsorship .Solidtation
If Development of 04W Promotionat Campalpskb&.4013
;Ibdll Me . dlaft 1 6 . t9,901Wse Anfibilfideilid fitS I
"WrIkeling and A6&.ft Campaign': I
o ikafl�Onj C liajg411 devrjjqpmwt. .....
6 iMartaft CollaterAl
0, medla Ad.rarrigaIgn DeMopmenit
br, 'NORA Restauiftt*VP WNBRW
di --. 1'hnft'FdhAddl9l
p' RRC .empatgn;Dey@lopj�entr &Exeeutton
o: `Research ptYlvlQs Flag'Promation
tf %dwhe maizispowmwo
ti ftUWNBPAR6Wjfdft '.fOr.NORW
q, ,�odajNled�, Cann !�,Ign�ve<oa+rienr�tkk€pitt��i
te Wi�siw 'Ifift 6 we"t
14-16 — TWO of 'NeNiport MOP U40* OW40
. . . . . . . . . . . . . . . . - - - - - - - - . . . . . . . . . . .
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4
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"am bet 2017
r Bill I,ER%kf I-artit;; 1ca Buy hi rees
r) Cily Water Lill Ij*,!, r, i ctsan) - November
q Development of Cross Promotional Campaigns & Contests
o Distribute NBRW Collateral Display To Restaurants
or Marketing St Advertising Media Campaign
a marketing and Advertising Campaign Development
4r -.NBRW Orlentet!cm M*(qi; for Participating RQtaUidifft'
0.' OCCOmmu-nity Direct Man Campaign
0. .0p%Sft Restatirantift.9,motign
0. Plariconsunw4ack Tarty
ti' Plan VIP M0116rab Laidich -Event
PlihnIngf6fManity GifaleArd: Web Site-Devekdolieff"
Q P , f9cow Pay N 140 A Update .
Oillhs Update Pinpricla R
a PUbffc ReliatlonsCampailp
b Aitlift Up ISIBRA.RalauranU For NORW
d 3fdal Media Campal& Mwltapraent& Ocee Won
— I . . I ..
12 llodtmwl. "0" event
r.90; 12 —,QeWlj6%fOr kbRW"6ljik`dpS
Is .
elav
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d OwnicipmeAtof O baf.ramotional c4Mp4w*6fqQAs
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friinracy.2013
o ProduceL WIri.,L;r SaW6Tracker& Sale: R::..:r Forms
0 Pi oduce&D 61itU ,eNBRWOnIinePostCarcl,ayrv5urvey
;'
q Compile NBRW Marketing& Media StaUWcs Results
:o. ;Compile NBRW Marketing &:Media Examples
Cl'. Pro'cess. &.payNBRWBIfIb" :lipifaYeflnaodaFReportC
ti :Rloduce &MkiWleMgRWR4 CCanlpalgreRecapMa?etF4
kFe6Uat fgt7Ai3.�i {(:f!tl $ lraAUp.Meeft.
n �pttldd @EP.O�I�Mpolgh�shiprAeAnr<'
't'i �t��SileN6RW�Vtartd�r3�AA�dj�dmtTi�itsRasults�
Wtfitati1_. flm�ples
n do1YIfNekWt.
`d�9neSlnt� s�lrsenolae�;
�91Upfei<t+ronto gilds :9tQi9
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04.1
EXHIBIT B
SCHEDULE OF BILLING RATES
CMC, Inc. Page B -1 29
April 2012
Ms. Tara Finningan
City Manager's Office
City of Newport 'Beach
PO Box 2295
NewportZea4h; CA 926S9
Dear Ms, Finnigan:
CIVIC Inc. truly tappreciates the opportunity' to submit the following •(10) month Public Service
Agreement Proposal to work with the City' of Newport Beach and the Newport Beach Restaurant
Association BIDINBRA'BID) to produce .the Seventh Annual Newport Beach Restaurant Week-(NBRW).
The NBRA BID'proposed dates =forthe 2013 campaign areJanuary 18- 27,2013.
Based on priordiscussion;:.CMC Inc..Wbuld like to propose. extending the existing NBRW Public Service
Agreement (155A) renewed under current terms between California Marketing Concepts, Inc. (CIVIC
Inc.), and The City of Newport Beach for ten (10)'months from July 1, 2012 — April 30, 2013:
SEVENTH ANNUAL.NEWP.oRT BEACH•RESTAORANT WEEK
PU BucSERVICE -WORK AGREEMENT. PROPOSAL
TERMS, (NVESNENT &.FEE'STltucrURE
California Marketing Concepts,. Inc.!(CMC.,incj will work with the City and NBRA'OlD'•to, develbp,and
execute ,an a pproved,Business' Plan of Work -and Budget, for The Newport'Beach, Restaurant Week
Campaign. CMCi•lhc. will ,provide, ongoing comprehensive project, management, marketing;. public
relations; event coordination and sponsorship;develdpment service for (30), months for the p' e'riod'of'
-July 1„ 2012 :.April 30, 2011 CIVIC Inc: will 'evaluate and 'execute, business and marketing program
opportunities with consent and approval'from The Assoclati_on's Board of Directors on oehalf,of'
Newport Beach Restaurant Week-(NBRW) fora. retainer total nob to :exceed $75;600. The .monthly
retalnerWill cover, all project management; marketing 8t. public, relations,., special ^event coordination,
sponsorship servicing; restaurant coordination and administration In; order to develop, manage,
maikeiand'execute�a pomprehensive campaign for The,Newporf Beach 'Restaurant Week Campaign on
behalf of The Assoclation; Califo(hia Marketing Concepts, Inc: (CMCInc,) will requirethe'following:
IViARKEnig &- P66uC RELATIoNs—MONTHLY RETAiVER'
The City shall pay to CIVIC Inc. as compensatlon. for full performance of services pursuant to this
.Agreement for services from July, —: April 30, 2012. (the "Retainer Period ") or a total not:to exceed
$75;600. CMG; Inc. shall be paid (10) ten monthly payments of $7,560 (the "Monthly Payment").
RETAINER ?FEE' &'HOU RLY� BREARDOW N
The Payment will coyer all on .g olh
g ',program and 'event .administkation, consulting, protect
management, - eze'dution, and marketing activities- as outlined in the. attached . not -to- exceed event
budget,proposal. (See Proposed Bud'
g'etAtf6cJiment)
[tit
The payment is based on CIVIC Inc. accomplishing specific Project Management and Marketing
responsibilities based on an estimated (45 -50) hours of work per month at a discounted non - profit
rate of $75.00 per hour (or a total of between 450-5010 hours) during the Retainer Period, as some
months may require more than 50 hours and other months may require less than 45 hours per month).
•CMC Inc. Discounted Non - Profit Hourly Rate Pro-Bono Value: $23,750.00
(Regular CMCInc. houdy Strategic Marketing & Project ManagementRatd: $125.00)
The payment is also based on CMC1nc. accomplishing specific. campaign coordination responsibilities
based on an estimated (6S -70) hours:ofwork per month at a discounted non - profit rate of $50.00 per
hour (or a total of between 650 -700 hours) during the FY Retalner'Pgr(od, as some months Will require
more'than 70 1 hot tes ,andother.- ,monthssmpytequire less<than 65bours permonth).
*CIVIC Inc. Discou1W NOWPiotit'Hourly Rate Pro -Bond` Value::S16;$7S.00
(RequfarCNIClnc >fioWcoo 0at/4011 xata $75.Qp)
WC Inc. Shat( A op, solicit and re :secu event sponsorshlps; CMC• Inca will be paid a bonus as
incentive for all cash to, 10s development as.determined;by The.c.ity and Asso.claOon iraasonce
that the cash sponsarstiip;resultsfroin:CMC Inc:'s.effort as follows:
$ 20,M
100,aonus Paid
$ 30;000
$2000'Bonus Paid
40;f>tip;
$2;500 Bonus:Paid
$ 50,000.
$3;QQQ,Aghus;:P61d
64,OOA�
$1,500 Sonus.Paid
$:70,QI)Q:
$4;R�Bonus Paid,
$;$0;000;
�$4;SOO BO7ids Patd
590,D00:
'��5;0009bhus ^Paid
A! Max(mutri.bnpLS:f) oUt:bytlie ASSbciatNnn,11:,$27;000 If $90,000 is °eatAed .0 OkxeW40
■ In.l(loci;sponso�rsCltil. lne. secures artd develapsare not-Included in bonus incentive program..
■; Restaurant buy in feesaDiiected are included in:bonus incentive program
r: IYie�iie.ensnnn�sllYilitvef CNIC Ine_ tn.eaaie rJarNir.»ien Itrvad4aneA'fn'rennreval:
■ Any bonuses to tie pald hereunder ere:due and Payable within sixty
thefu0ds.agdinsE?tivhficfi a.tdmmi� ion is:elatrted.
to schedule of activities and results. All
will be blt d dMect to Me Assodatlon.•in
Thwoompany WiII reimburse CjVtC Inc; on a monthly basis for all out:.ofi podcetexpenses Incurred In the
dl09;Regformon.re af_Hi6i. executed on lreNgifof_the NBRA BID.;Such out of pocket.ekpenses'Include,
bu>�ii a -not lilntkecl #p Ce(m[iyrserries. Rostage; photocopying; messenger, printingr;seminars�etC Out-
o - pq&ke>i expenses area not- twexceed $300•or the;Approved NBRW budget. P*Of- kit costs, and
31
ACCOUNT EVALUATICN IJonthly
Account evaluation will be conducted between CMC Inc., the City and the association on a monthly
basis to ensure the success of the overall comprehensive marketing program.
CONFLICr OF INTEREST CLAUSE Ongoing
CMC Inc. or its employees may be subject to the provisions of the California Political Reform Act of
1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may
foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating In making, decisions that will foreseeably financially affect such
interest. This would not prohibit CMC Inc. from presenting proposals and /or participating in
discussions related to such interest. If subject to the Act, CMC Inc. 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 Restaurant Association BID. CMC Inc. shall indemnify and hold harmless Restaurant
Association BID for any and all claims for damages resulting from CMC Inc.'s violation of this Section. At
the start of a new contract, CMC Inc. shall disclose any existing work agreements, contracts, or other
forms of compensation with vendors of the Restaurant Association BID. If a new work agreement,
contract, or other form of compensation with an existing or proposed vendor of the Restaurant
Association BID should develop during the contract year, CMC Inc. shall disclose the relationship prior
to the acceptance of any contract or budget allocation by the Restaurant Association BID.
ENTIRE AGREEMENT —NOT TO EXCEED PRICE FOR SERVICE
This Agreement together with any Exhibit(s) attached hereto and incorporated herein by
reference contain the entire and exclusive agreement of the Parties hereto. No prior written
or oral negotiations, representation, inducements, promises, correspondence, memoranda, or
agreements between them originating before the date of this Agreement regarding the
subject of this Agreement not embodied herein shall be of any force or effect. The Parties
intend the terms of this Agreement to be the final expression of their Agreement and it may
not be contradicted by evidence of any prior agreement or contemporaneous oral agreement.
No extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding,
if any, involving this Agreement. No express or implied warranties, covenants, or
representatives have been made concerning the subject matter of this Agreement unless
expressly stated herein. The Parties hereto have not relied on any prior or contemporaneous
written or oral representations in deciding to enter this Agreement. Funds to support this
entire agreement shall come from the NBRA BID working budget, NBRW restaurant "buy in"
fees and sponsor revenue.
,NQTICES
All notices, requests,
s II be deemed,gil
c nfirmation by fral
r turn receipt requ�
Ii ed Mthe signat
wn h notice In the
Ongoing
-reason with a
demands, payments and other commu* tions hereunder hall be in wfiting and
2n if delivered per nally or by facslm a transmission (w h subsequent letter
or three days }fter being ma(led by certi f�ed or registered il, postag prepaid,
ted, to the parties, elr successors In Inter�st.orJherf assignee at-the dre ses
re page .hereto, or�t sue -other addresses as the parties may design a by
nanner aforesaid.
32
(OODIFICATION
This Agreement may not be superseded and none of the terms of this Agreement can be waived or
modified except by an express written agreement signed by all parties hereto. Any oral
representations or modifications concerning this Agreement (including any fully executed oral
agreements or modifications) shall be of no force or effect unless contained in a subsequent written
modification signed by all parties.
This Agre ent sh`al be gov ed by and onstrued�
substantiv la (an not t la s of co Ids o e State
SEVERAeILrTY
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or enforceability without invalidating the
remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision In any other jurisdiction.
EMPLOYEES AND VOLUNTEERS OF CMC INC.
CMC Inc. shall be responsible for the compensation, benefits, taxes and all other such legal
requirements of all of its employees and volunteers and the association shall have no such
responsibilities unless otherwise provided in writing by The Association.
tth EVS FEES
e t that eithe party seeks o enforce its E ht under this Bement, the p vallingj�e shall
led o recover asonabl� fe (includin at orneys' fees), c is and other ex nsef inc edoon t erewith, I ludin the f s, cos and a enses f appea s
[Next Page Is Signature Page) '
33
MARKETING CONCEPTS
:DY EVtl.0 L - u %W =^%0IGIGDL %omoyElr"LIWEV
(FY 2013 NBRW ScopeAf Work- Updated: April 2012)
PRwwr RmECAs1 __
�lmlECfED,MOT- i0`DfCEED.CI'�SN E76�ENDIRIAES:... .... -_'.- , —, , •. SY38 „�85f
!RDJEOTED t2nJ�+riAQED IR- tS/PtID FlAtJ1E %!IY!!!nt{rcTIHQ 6WVldGfP7efdl'- - ' � $?3i1�OQt
Leveraged In -Kind Sponsorships $200,000
amber Of Commerce — Chefs Cooking Pavilion Booth $ 5,000
Contributions — Launch Events, etc. $ 5,000
rIn -Kind Contributions 5 10,000
h. Marketing Partnership s 10,000
Kiwi LFVmAGED:VALLE 's
PetMECTM Ceam _HAWS An!=:tr
City, NBRA BID' &:Sponsorship Revenue, $115,OC
Restaurant Contributions 'Buy In Funds $ 20,OC
3n $ '2,000
motional Signage $ 2;000
S $-7;000
A. Insert Production & Pririling $ 5;000
TotalCash: $16,000
n, ueveiopment.ts maintenance a s,uuu
arketing Campaigns $ 1,000
Ins- Regional Out of Market $ 2;500:
Ins- Local In- Market '$; 2,000'
Total Cash: $6,500
IA AUyGK i ibmiz -- 6KVAUF:AA 1 m.rnum r umiyirAnywo m rrtv�aiv n�n�
&-Online Media Carripaigns=
'in -Kind, Marketing &: firiedio Partners Print & Online - Cont
CoaSI'M2oazine (Value: ;;2 f !crc11
$ In• +Lira
Newport Beach Magazine & NB Indy (Value: S10k level)
S In -Kind
OC Weekly Magazine (Value: $251; level)
$ In -Kind
Live OC Magazine (Value: $1OK Level)
S In -Kind
Churm Publishing OC Metro, OC Menus (Value: $25k level)
S In -Kind
Locale Magazine (Value: $10k level)
$ In -Kind
Misc. Online'Partners,(Value: $10k level)
$ In -Kind
In -Kind Broadcast Television & Radio Campaigns & Promotions
PSA Promo RadioZSpots — LA Media Market, (Value: TBA level)
$ in -Kind
Radio (Value: $25k.leveq
$ In -Kind
TV Promotion's (Value: $10k level)
$ In -Kind
Total Cash: $ 13,000
'In -Kfh*d Value Total: $200,000
DIRECT MAIL &INSERT DISTRIBUTION CAMPAIGNS
City Water Bill Insiie(Fees $ 500
Ba[boa Beacon Inserts $ 500
Total Cash: $ 1,000
In -Kind Community Marketing Partnerships
V t,Newport Beach (Value-416,000) $ In -Kind
Taste of'Ne'wpoFt "Booth - NBCC (Value: $5;000) $ In -Kind
*In- Kind "Value Total: $16,000
COMMUNITY' &'MEDIA VIP LAUNCH EVENTS
Restaurant Week Taste of Newport Launoh Misc :Operational Expenses $ 1,500
Restaurant Week VIP Media & Community Launch Receptions $ 5;000
`Potential Revenue +Generation: $5,000
*In-Kind Sponsorships: Venue(s), Sysco Food services; Restaurants, Chef Works
(Value:$15;020) $ In -Kind
Total: $ 6,500
'In- Ktri&Vatue'Total: $16;000
PROJECT MANAGEMENT &.CAMPAIGN COORDINATION
Protect Management ' &'Restaurant'Coordlnation $ 33;600
Total: $ 33;600
ns $ 13,500
Plan on Cash Revenue
: Total': • $ 13,600
MISC: <ADMINISTRATION &- ACCOUNTING FEES
Accounting & AiiminlMratloriS6N!ces
:photo Y
rboh ,& Video $ 1,000
„ 9,,,
Rostage &MlscuSupplles $ 1;250
Total: $ 6;750
oTat NoTRTo ExcEEO CWH(BuoGET r ' ,r SH139;850r
OTAL:LrE%RAGEDI KWIJ VAL''Ul_GMAkkOl GINVESTMENT ,.. �t "3$:230;000`
I„ OTAZ' CAMFAI6NiBUDGETr „!LEVERAGED:INcKINDIVAI;UE &,CASHIiiii IT w $ 369 65D1
42
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,Jill I 1111111mil
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36
EXHIBIT C
1. INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1.1 Provision of Insurance. Without limiting Consultant's indemnification of
City, and prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Agreement, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees to
provide insurance in accordance with requirements set forth here. If Consultant uses
existing coverage to comply and that coverage does not meet these requirements,
Consultant agrees to amend, supplement or endorse the existing coverage.
1.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders' Rating
of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
1.3 Coverage Requirements.
1.3.1 Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily injury by
accident and each employee for bodily injury by disease in accordance with the laws of
the State of California, Section 3700 of the Labor Code.
4 1.3.1.1 Consultant shall submit to City, along with the certificate
of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
1.3.2 General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary umbrella liability insurance, with coverage at
least as broad as provided by Insurance Services Office form CG 00 01, in an amount
not less than one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000) general aggregate. The policy shall cover liability arising from premises,
operations, products - completed operations, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another assumed in a
business contract) with no endorsement or modification limiting the scope of coverage
for liability assumed under a contract.
1.3.3 Automobile Liability Insurance. Consultant shall maintain
automobile insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of the Consultant arising out
of or in connection with Work to be performed under this Agreement, including coverage
for any owned, hired, non -owned or rented vehicles, in an amount not less than one
million dollars ($1,000,000) combined single limit each accident.
CMC, Inc. Page C-1 37
1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant
shall maintain professional liability insurance that covers the Services to be performed
in connection with this Agreement, in the minimum amount of one million dollars
($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the effective date of this agreement and Consultant
agrees to maintain continuous coverage through a period no less than three years after
completion of the services required by this agreement.
1.4 Other Insurance Requirements. The policies are to contain, or be
endorsed to contain, the following provisions:
1.4.1 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or
shall specifically allow Consultant or others providing insurance evidence in compliance
with these requirements to waive their right of recovery prior to a loss. Consultant
hereby waives its own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
1.4.2 Additional Insured Status. All liability policies including general
liability, excess liability, pollution liability, and automobile liability, but not including
professional liability, shall provide or be endorsed to provide that City and its officers,
officials, employees, and agents shall be Included as insureds under such policies.
1.4.3 Primary and Non Contributory. All liability coverage shall apply on
a primary basis and shall not require contribution from any insurance or self- insurance
maintained by City.
1.4.4 Notice of Cancellation. All policies shall provide City with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is
required) or nonrenewal of coverage for each required coverage.
1.5 Additional Agreements Between the Parties. The parties hereby agree to
the following:
1.5.1 Evidence of Insurance. Consultant shall provide certificates of
insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement must be
approved by City's Risk Manager prior to commencement of performance. Current
certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required
Insurance policies, at any time.
1.5.2 City's Riaht to Revise Requirements. The City reserves the right at
any time during the term of the Agreement to change the amounts and types of
insurance required by giving the Consultant sixty (60) days advance written notice of
CIVIC, Inc. Page C -2 38
such change. If such change results in substantial additional cost to the Consultant, the
City and Consultant may renegotiate Consultant's compensation.
1.5.3 Enforcement of Agreement Provisions. Consultant acknowledges
and agrees that any actual or alleged failure on the part of the City to inform Consultant
of non - compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
1.5.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any
Insurance. Specific reference to a given coverage feature is for purposes of clarification
only as it pertains to a given issue and is not intended by any party or insured to be all
Inclusive, or to the exclusion of other coverage, or a waiver of any type.
1.5.5 Self- insured Retentions. Any self - insured retentions must be
declared to and approved by City. City reserves the right to require that self - insured
retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be
considered to comply with these requirements unless approved by City.
1.5.6 City Remedies for Non Compliance If Consultant or any
subconsultant fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to terminate this
agreement, or to suspend Consultant's right to proceed until proper evidence of
Insurance is provided. Any amounts paid by City shall, at City's sole option, be
deducted from amounts payable to Consultant or reimbursed by Consultant upon
demand.
1.5.7 Timely Notice of Claims. Consultant shall give City prompt and
timely notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies.
1.5.8 Consultant's Insurance. Consultant shall also procure and
maintain, at its own cost and expense, any additional kinds of insurance, which in its
own judgment may be necessary for its proper protection and prosecution of the Work.
CIVIC, Inc. Page C-3 39