Loading...
HomeMy WebLinkAboutHirons & Company - Integrated CommunicationsHeels &Company Advertising + Public Relations CONTRACT FOR INTEGRATED COMMUNICATIONS (1) Identification of Parties This Contract for Integrated Communications (the "Agreement "), is effective this 16th day of July, 2008 (the "Effective Date "), by and between Hirons a Company Communications, Inc., an Indiana corporation, whose main headquarters are located at 422 E. New York St., Indianapolis, Indiana 46202 (the "Agency "), and The City of Carmel Redevelopment Commission, located at One Civic Square, Carmel, Indiana 46032 (the "Client "). (2) Term and Renewal of Contract The term of this Agreement (the "Term ") shall commence on the Effective Date and terminate on the date that is two (2) years thereafter. At the election of Client, the Term may be extended for up to two (2) one (1) -year periods, unless the parties agree in writing to a shorter renewal period. Either party may end this Agreement by delivering written notice to the other party at least sixty (60) days prior to the effective date of the termination. Termination does not limit responsibility for payment for services and costs authorized prior to the effective date of termination. (3) Services Agency shall provide to Client a range of services to achieve strategic marketing and communications objectives (the "Agency Services "). The Agency Services may include, without limitation, research, strategic development, consulting, creative services, interactive services, production, public relations and other professional communications, and marketing services. Agency shall deliver to Client: (a) written estimates for costs of the Agency Services; and (b) detailed media plans. (4) Scope of Work If Client requires a major change in scope, character, or complexity of the Agency Services or the products or deliverables to be provided by Agency (the "Scope of Work ") after the work has begun, then the parties shall agree to adjustments in compensation to Agency. Agency shall perform the Scope of Work: (a) in accordance with the prevailing professional standards in the Carmel, Indiana, area for similar services; and (b) in compliance with all applicable taws, statutes, and /or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and /or decrees (the "Laws "). Agency shall not commence any additional work or change in the Scope of Work unless authorized in writing by Client. Oral authorizations by Client may be necessary and appropriate from time to time in the course of business; provided that Agency shall accept such authorizations only from those persons listed on Schedule A, as the same may be amended by Client from time to time. When requested by Client or when deemed necessary or appropriate by Agency, Agency shall deliver to Client a production estimate in a form substantially similar to that attached on Exhibit A. (5) Compensation to Agency Unless otherwise authorized in writing by Client, Agency shall be paid hourly, in accordance with the rates on Schedule B (the "Hourly Rates "), for all services, including, without limitation, general ©2008 Hirons Ft Company Communications, inc. Rev.1 /08/2008 Page 1 professional services, media planning and buying services, subcontracted services, and production management services. Upon request by Client, Agency shall deliver to Client a written estimate of such services. In the event a written estimate is requested and provided, the actual fees may not exceed the estimated fees unless Client, in its sole discretion, subsequently delivers written authorization for such additional fees. Agency shall rebate to Client all earned media commissions paid by the media for placement. Non- commissionable media shall be billed at the net rate [DEF.]. Agency shall not include any markup or commission in charges for outside purchases or non - commissionable media services, products, or deliverables. Client shall be responsible for payment of any short rate [DEF.] or other charges incurred for failure to comply with the terms of media contracts; provided that Client shall not be responsible for any such rate or other charges incurred on account of the actions or omissions of Agency or any party acting by, for, or on behalf of Agency. (6) Expenses Incurred by Agency - Direct Costs Client shall reimburse Agency for all reasonable out -of- pocket expenses incurred by Agency on behalf of Client in performing the Scope of Work, including, without limitation: (a) direct costs of mailing, packaging, shipping, and delivery services; (b) taxes and duties; and (c) telephone calls. When authorized in writing by Client, Client shall reimburse Agency for all reasonable out -of- pocket travel expenses incurred by Agency on behalf of Client in performing the Scope of Work. (7) Billing and Payment Billing and payment shall be made in the following manner: (a) Invoices. Agency shall deliver to Client for its approval monthly invoices for authorized services and expenses. Client shall consider any invoice at Client's next regularly scheduled monthly meeting; provided that, if the next regularly scheduled monthly meeting occurs during the month in which Agency submits such invoice, then such invoice shall not be considered until the next regularly scheduled monthly meeting after the regularly scheduled meeting that occurs during the month in which Agency submits such invoice. Subject to Subsection 7(b), Client shall pay the full amount of an invoice within twenty -one (21) days after approval of such invoice by Client. All payments shall be made in lawful money of the United States, which at the time of payment shall be legal tender for the payment of public and private debts, and mailed or delivered to the address specified herein. Payment shall be considered credited to the account of Client when received by Agency. Client shall pay all reasonable out -of- pocket collection expenses, including, without limitation, attorneys' fees and court costs, incurred by Agency in the event of a breach of this Subsection by Client. Agency shall bill paid media to Client upon placement with vendor. (b) Disputed Amounts. Within the time periods provided in Subsection 7(a) for paying invoices, Client shall: (i) advise Agency in writing of any disputed invoice, which notice shall identify those portions of such invoice that are in dispute; and (ii) pay any undisputed portions of such invoice. Agency and Client hereby agree to promptly resolve any disputes that may arise from any invoice. (8) Confidentiality In the event either party determines that it is necessary to provide confidential, proprietary, or trade secret information to the other party in connection with this Agreement, such disclosure shall be made: (a) only upon advance written notice to the ©2008 Hirons & Company Communications, Inc. Rev.1/08/2008 Page 2 other party; and (b) pursuant to the terms and conditions of that Non - disclosure Agreement between Agency and Client, executed on even date herewith (the "Non- disclosure Agreement "). Nothing in this Agreement or the Non - disclosure Agreement shall be deemed to restrict or prohibit Agency from providing to third parties services, products, and deliverables the same as or similar to those provided to Client. In providing any such similar services, products, or deliverables to any third party, Agency shall keep confidential any information which is subject to the Non - disclosure Agreement, in accordance with the terms and conditions of the Non - disclosure Agreement. Agency shall deliver to Client a list of all actual or potential competitors of Client (as determined by Agency) for which Agency performs any work (during the period of Client's valid contract period) that may, in Agency's opinion, be perceived by Client as a conflict of interest (the "Conflicts List "). The Conflicts List shall be provided directly by the president of Agency in writing prior to the commencement of any work for Client. From time to time during the Term, Agency shall deliver to Client an updated Conflicts List. (9) Intellectual Property (a) Retention of Ownership of Pre - Existing Intellectual Property. Agency and Client, respectively, shall retain ownership of, and all right, title, and interest in and to, their respective, pre - existing Intellectual Property (as hereinafter defined), and no license therein, whether express or implied, shall be deemed granted to the other party or any other party by this Agreement or as a result of the services performed hereunder. To the extent a party desires to grant to the other party rights or interests in its pre - existing Intellectual Property, separate licensing agreements shall be executed, on terms mutually acceptable to both parties. Agency and Client shall agree to a retention schedule for actual materials (for example, art, copy, computer files, etc.) completed by Agency for Client. Agency reserves the right to destroy all materials in Agency's possession and contained in any folder, file, or binder, after a reasonable time frame mutually established by Agency and Client, but in no event prior to the termination of this Agreement. (b) Client's License to Use Agency Intellectual Property Prepared Solely for Client's Use. Agency grants to Client a royalty -free, worldwide, perpetual, nonexclusive, and nontransferable license to use any Intellectual Property of Agency incorporated in any product or deliverable prepared by Agency and delivered to Client. "Intellectual Property" shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know -how, ideas, concepts, algorithms, and other intellectual property incorporated in any product or deliverable and first created or developed by Agency or Client, respectively. Neither party shall assign, transfer, or sell to any other party Intellectual Property of the other party without the prior written authorization of such other party. (c) Agency follows the trade customs of the printing industry (the "Trade Customs "). This means that the ownership of printing products such as negatives, dies, and specific products used in the production of Client's materials may be retained and owned by the printing company. If Agency varies from the Trade Customs, then Agency shall discuss with Client such variations in material ownership prior to implementing such variations. (10) Agency's Use of Materials Paid for By Client All materials paid for by Client shall remain the sole property of Client, subject to any use right restrictions or residual payment agreements. Agency reserves the right to show any published or ©2008 Hirons Et Company Communications, Inc. Rev.1 /08/2008 Page 3 publicly available work for the sole purpose of direct promotion of Agency. (11) Taxes Client shall: (a) pay any and all sales, use, value - added, excise, import, privilege, or other similar taxes, levies, or payments in lieu thereof, including interest and penalties thereon, arising out of or in connection with the performance of the Agency Services, which may be imposed by any authority, government, or governmental agency (the "Taxes "); and (b) comply with all Laws relating thereto; provided that Agency shall pay all Taxes imposed or incurred as a result or on account of the negligence, willful misconduct, breach of this Agreement, or violation of any Law by Agency or any party acting by, for, or on behalf of Agency. (12) Assignment Neither party may sell, assign, transfer, or otherwise convey any of its rights, or delegate any of its duties, under this Agreement without the prior written authorization of the other party. Notwithstanding the foregoing: (a) Agency may engage the services of independent contractors to assist in the performance of its duties hereunder; and (b) Client may assign any of its rights, or delegate of any of its duties, under this Agreement to the City of Carmel, Indiana or any agency thereof without the prior written authorization of Agency. (13) Applicable Law This Agreement shall be governed by and construed under the laws of the State of Indiana, without regard to its laws relating to conflict or choice of laws. (14) Binding Arbitration Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether pre - existing, present, or future, and including, without limitation, statutory, common law, international tort, and equitable claims) against Agency, its agents, employees, successors, assigns or affiliates (collectively, for purposes of this Section only, the "Agency "), arising from or relating to this Agreement, for the breach, termination, or validity thereof, the relationships which result therefrom, Agency's advertising, or any related purchase, at the election of Agency, be resolved exclusively and finally by binding arbitration, in accordance with IC 34- 57 -2 -1 through 34- 57 -2 -22; provided that, in any action commenced by any party other than Client, the parties shall not be required to arbitrate any counterclaims or cross - claims raised or filed by Client against Agency. Any arbitration pursuant to this Section shall be limited solely to disputes or controversies between Agency and Client. Any award in arbitration shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. (15) Force Majeure Neither party shall be liable for any failure of or delay in the performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and /or within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor, materials, power, equipment, or transportation, or acts or omissions of the other party (the "Force Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from Force Majeure. 02008 Hirons & Company Communications, Inc. Rev.1/08/2008 Page 4 (16) Severability In the event any provision contained herein is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such provision shall be deemed severable from the remainder of this Agreement and shall in no way affect any other provision contained herein. If such provision is deemed to be invalid, illegal, or unenforceable due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. (17) Representations and Warranties Agency represents and warrants to Client that: (a) Non - infringement of Third Party Rights. Agency shall not knowingly provide to Client services, products, or deliverables which infringe any intellectual property, publicity, privacy, or any other proprietary rights of any third party. (b) Legal Right of Agency to Deliver Services and Product to Client. The services, products, and deliverables provided by Agency to Client are the result of Agency's collective creative effort of which Agency is the legal owner or for which Agency has legal authorization to deliver and provide to Client. Agency shall abide by all use rights and residual payment agreements on materials purchased by Agency for Client. Subject to Sections 4, 5, and 11, Client shall be responsible for payment of any licensing fee or commission for use of any material or product purchased by Agency for Client; provided that such fee or commission was disclosed to and approved by Client. THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY AGENCY. AGENCY DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. AGENCY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE ACCURACY OF THE INFORMATION REASONABLY RELIED UPON BY AGENCY, AND AGENCY HAS THE RIGHT TO RELY UPON THE ACCURACY OF THE INFORMATION PROVIDED TO AGENCY BY CLIENT AND THE RIGHT TO REASONABLY RELY UPON INFORMATION PROVIDED TO AGENCY BY THIRD PARTIES. EXCEPT AS SET FORTH ABOVE, THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SUBJECT TO SECTION 20, AGENCY SHALL HAVE NO LIABILITY HEREUNDER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UPON DELIVERY BY AGENCY TO CLIENT OF AN INTERACTIVE PRODUCT, THE ONLY WARRANTIES OF AGENCY ARE THOSE ABOVE AND THAT SUCH PRODUCT WILL PERFORM AS STIPULATED IN THE SCOPE OF WORK FOR A PERIOD OF 90 DAYS, ABSENT UNILATERAL MODIFICATION BY CLIENT. (18) Entire Agreement This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written or oral understandings, agreements, negotiations, commitments, or any other writings or communications with respect to such subject matter, and takes precedence over any and all terms contained in any purchase orders which may have been previously, or may be subsequently, issued by Client related to the subject matter of this Agreement. (19) Any Amendment or Modification to be in Writing Subject to Section 4, none of the terms, conditions, or provisions of this Agreement may be ©2008 Hirons & Company Communications, Inc. Rev. 1 /08/2008 Page 5 modified or amended unless said modification or amendment is reduced to writing and signed by both parties. (20) Indemnification (a) Client shalt indemnify and hold harmless Agency from and against all damages, claims, losses, and expenses (including, without limitation, attorneys' fees and court costs) arising from or connected with: (i) the negligence or willful misconduct of Client or any party acting by, for, or on behalf of Client; or (ii) the breach by Client of any term or condition of this Agreement. (b) Agency shall indemnify and hold harmless Client from and against all damages, claims, losses, and expenses (including, without limitation, attorneys' fees and court costs) arising from or connected with: (i) the negligence or willful misconduct of Agency or any party acting by, for, or on behalf of Agency; or (ii) the breach by Agency of any term or condition of this Agreement. (c) Notwithstanding anything to the contrary herein, this Section shall survive the termination of this Agreement. (21) No Waiver The failure of either party to partially or fully exercise any right, or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. (22) Government Regulations Client shall not export, re- export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside of the United States in connection with this Agreement without first complying with all Laws. (23) Neutral Construction The parties to this Agreement agree that this Agreement was negotiated fairly between them at arms length and that the final terms and conditions of this Agreement are the product of the parties' negotiations. Each party warrants and represents that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the terms and conditions of this Agreement should not be construed against either party on the grounds that either party drafted or was more responsible for drafting such terms and conditions. (24) Non - solicitation To the extent permitted by the Laws, for the duration of this Agreement and for the period of one (1) year following termination hereof, neither party shall, directly or indirectly, recruit or attempt to recruit any employee of the other party, or otherwise initiate any offer or promise of employment with any employee of the other party, without the prior written authorization of such other party. If such other party delivers such written authorization and an employee of such other party is employed by the party requesting permission anytime prior to the termination of this Agreement or the one (1) -year period thereafter, then the party requesting permission shall pay a fee to the other party in the amount of one (1) times the annual salary of such employee for the ©2008 Hirons & Company Communications, Inc. Rev.1 /08/2008 Page 6 year in which such employee is employed by the party requesting permission. (25) Authority Each undersigned person executing this Agreement on behalf of Agency and Client represents and certifies that: (a) he or she has been empowered and authorized by all necessary action of Agency and Client, respectively, to execute and deliver this Agreement; (b) he or she has full capacity, power, and authority to enter into and carry out this Agreement; and (c) the execution, delivery, and performance of this Agreement duly have been authorized by Agency and Client, respectively. (26) Miscellaneous Subject to Section 12, this Agreement shalt inure to the benefit of, and be binding upon, Agency and Client, and their respective successors and assigns. Whenever in this Agreement a singular word is used, it also shall include the plural where required by the context and vice versa. All Exhibits and Schedules to this Agreement are attached hereto and incorporated herein. IN WITNESS WHEREOF, Agency and Client have executed this Agreement as of the Effective Date. AGENCY Hirons Et Cod:. ny Comm nications, Inc. By: ����jj Printed: d/44#6 Ce4le ei Date: ©2008 Hirons & Company CoFr3R't1nio3(ions, Inc. CLIENT The City of -axmel Redevelopment Commission By: Ronald E. Carter, President Date: % e� i Rev. 1 08/2008 Page 7 Schedule A List of persons authorized by Client to give oral authorizations Staff Member Maximum Authorization Ronald E. Carter $35,000 Sherry S. Mielke $15,000 Andrea G. Stumpf $ 5,000 Megan McVicker $ 2,500 C; 2008 Hirons ft Company Communications, loc. Rev. 1/08/2008 Page 8 Mverttsir gg _ Public Relations Sherry Mielke, Dir of Finance Carmel Redevelopment Commission 111 W. Main Street Suite 140 Estimate Date 07/10/08 Number 0512 -113 Revision Original AE/Team CJE Client PO Due Date: 07/30/08 Name/Title: Sample Production Estimate Contact: Courtney Edmonds Desc /Specs: Sample production estimate for contract purposes. Description Project Management Creative /Concept Proofreading /QC Review Computer Production Media Planning Media Buying Media Administration Agency Services Subtotal: Color Proofs Final Art Prep Downtoad Miscellaneous Services Subtotal: Estimate $ 180.00 $ 172.50 $ 86.25 $ 270.00 $ 230.00 $ 90.00 $ 90.00 $ 1,118.75 $ 10.00 $ 30.00 $ 40.00 TOTAL $ 1,158.75 Including 10.00% contingency: $ 1,274.63 Tills estimate represents a good -faith estimate of the job's actual costs. The final cost is based on client revisions on approved change orders. Not included in the above estimate: Shipping Charges Applicable Indiana Sales Tax. Note: Quotes are valid for 30 days. Hours for agency services will be billed monthly for all completed work. Total billing for the work described may be plus or minus 10 percent of the authorized amount. Revision of specifications or client changes made after initial work is accepted may result in additional costs and will be invoiced as incurred. Approvals: For the Client: Date: For the Agency: Date: Schedule B Agency's Hourly Rates Senior Level Management - $115 /hour Account Management - $90 /hour Hirons&Company Advertising + Public Relations 422 E. New York St. Indianapolis, IN 46202 555 N. Morton St. Bloomington, IN 47404 voice: 317 -977 -2206 Indianapolis fax: 317 - 977 -2208 Bloomington fax: 812- 331 -7020 scope of work project: Carmel Redevelopment Commission Marketing, Creative, Media and Communications Services 2009 client: Carmel Redevelopment Commission (CRC) date: Jan. 27, 2009 Overview This Scope of Work accompanies the "Carmel Arts Q Design District Marketing, Communications and Media Plan," and functions as an outline of proposed services, deliverables and costs. Objective Contribute to and promote the vitality of Carmel by generating local, regional and national interest in and visits to the city of Carmel and its redevelopment assets and elicit business inquiries and entrepreneur investment. Project Management and Communications Planning: ■ Provide account management and project trafficking, facilitate meetings and generate status and conference reports ■ Provide single point of contact for client for day -to -day functions ■ Serve as senior consultants, providing marketing and public relations recommendations ■ Attend select Merchant /Gallery Association meetings to observe and /or update ■ Track budget and report each month the hours incurred; set priorities with client o Work collaboratively to assure the ability to complete the Scope of Work as new priorities emerge o Provide estimates for additional work prioritized for completion outside the Scope of Work or evaluate increasing the budget o Provide backup report to each invoice with date, task and hours for charges Project Management and Communications Planning: $29,070* *excludes event planning Communications Plan Implementation: ■ Position Carmel as an extraordinary cultural district with world -class art galleries and distinctive shops ■ Manage media (reporters /editors) database and proprietary media lists for CRC ■ Write and distribute news releases on events listed in this Scope of Work and for merchant openings ■ Conduct interviews to research, write and distribute to The Carmel Star occasional feature articles profiling CRC - recommended merchants, galleries or restaurants ■ Coordinate photography for feature articles above ■ Build consensus, analyze resources and prioritize strategies with CRC staff with regard to communications tactics implementation ■ Compile client - provided information monthly into a community e- newsletter, format and distribute to the community opt -in list and merchants ■ Track clips, providing links to coverage and /or newspaper copies 02009 Hirons & Company 1 1/27/09 Regional and National Media Relations: • Create and keep updated proprietary media lists and timeline /strategy for pitching regionally to garner event attendance • Create trade /industry media lists • Generate pitches tailored to industry trades: architecture /design, art, restaurant entrepreneurs, fashion and accessories ■ Track industry trade EdCals and pitch individual publications according to opportunities ■ Generate pitches and news releases in conjunction with Mayor's office to target prospective entrepreneurs • Create regional media lists (surrounding communities and states) ■ Pitch Carmel as a travel destination to regional and national publications and magazines • Pitch large District events to A£tE reporters or travel section writers Plan Implementation and Media Relations: $42,930 Creative Services (concepting, design, production): ■ Serve as overall branding consultant • Concept, design and produce art files for key events: print and online ad, flier, mailer /invitation, banner (additional items are outside this estimate) • Concept, design and produce art file for District directory, compiled from data provided by CRC or OTADMA • Write, design and produce information packet for prospective businesses considering relocating or expanding to the Arts Ft Design District • Write and design series of direct mail pieces and trade advertising to generate leads from the prospect list of galleries, restaurants and fashion, jewelry and personal accessory merchants • Design wayfinder signage system • Work in tandem with City of Carmel office and coordinate with Pedcor to design a consumer - friendly map depicting redevelopment plans • Write and produce :60, :30, :15 and :10 second radio spots /reads for four events Creative services: $56,000 Development and Sponsorship Consulting: ■ Work with CRC staff to define, recommend and communicate various one -year packages, which CRC will offer to sponsors • Leverage client relationships to gamer sponsorships Development/Sponsorship Services: $6,325* *excludes sponsorship procurement Media Services: ■ Serve as overall media consultant ■ Plan and buy all media for the District for 2008 holiday season through 2009 • Leverage client and media vendor relationships on behalf of CRC • Manage all media trafficking and invoicing for media buys Net Media Space Media placement costs without commission or mark -up: $148,000 Media Services Media planning, buying and reporting (time): $24,720 Media /Event Planning Contingency Media services, costs or event planning /coordination time: $22,000* *contingency costs for Art of Wine and Art of Beer event planning /coordination not to exceed $20,000 02009 Hirons 8 Company 2 1/27/09 Printing and Miscellaneous Production Estimate: $35,000 Total, excluding co -op: $364,045 Co -op Services: Co-op Creative Services • Design and edit text for co -op ads for merchants and galleries with art /text materials provided by CRC ■ Write radio scripts for co -op opportunities for select large District events ■ Coordinate creative efforts for cable co -op opportunities Co -op Creative Services: $19,000 Co -op Media Services • Propose co -op opportunities to be implemented and sold by participating media • Plan and buy all co -op media for the District ■ Manage all media trafficking and invoicing for co -op related media buys Co -op Media Space Media co -op placement costs without commission or mark -up: $97,280 Co -op Media Services Media co -op planning, buying and reporting (time): $19,530 Co -op Campaign Total: $135,810** **note: this is the total exposure to the CRC. Significant offset is anticipated with merchant participation in co-op opportunities. Grand Total: $499,855 Estimates are based on the discounted hourly rate of $115 /hour for senior staff and $90 /hour for support staff. This Scope of Work includes a preliminary estimate of $35,000 for outside vendor, service or materials costs (i.e., printing, photography, shipping, postage, color or BetW copies, art boards, CisionPoint press release distribution fees, musicians /talent charges, etc.). Detailed production estimates will be issued at the client's request for specific projects and include all agency services and outside.charges such as printing, shipping and postage and quantity options as needed. Work mutually determined to be outside this Scope of Work will be quoted as a separate job estimate at the same hourly rate. Client will be billed monthly for actual charges incurred on authorized projects within approved estimates. This Scope of Work outlines services through Dec. 31, 2009 and is an addendum to the current agreement. This Scope of Work will be reviewed on a quarterly basis by mutual agreement and another Scope of Work will be issued in late 2009 for work to be performed in 2010. Tom Hirons, President and CEO, Hirons ft Co. on Carter, President, Carmel Redevelopment Commission Date Date 6I -- Vv7c 02009 Hirons & Company 3 1/27/09 •7 D D HArons &Company Advertising + Public Relations 422 E. New York St. Indianapolis, IN 46202 555 N. Morton St. Bloomington, IN 47404 voice: 317 - 977 -2206 Indianapolis fax: 317 - 977 -2208 Bloomington fax: 812- 331 -7020 scope of work project: 2010 Marketing, Creative, Media and Communications Services client: Carmel Redevelopment Commission (CRC) date: Feb. 16, 2010 Overview This Scope of Work functions as an outline of proposed services, deliverables and costs. Goal To contribute to and promote the vitality of Carmel by generating local, regional and national interest in and visits to the city of Carmel and its redevelopment and development assets. Project Management and Communications Planning/Implementation: • Provide account management and project trafficking, facilitate meetings and generate status and conference reports ■ Provide single point of contact for client for day -to -day functions • Serve as senior consultants, providing marketing and public relations recommendations ■ Attend select Merchant /Gallery Association meetings to observe and /or update ■ Work collaboratively to assure the ability to complete the Scope of Work as new priorities emerge ■ Provide estimates for additional work prioritized for completion outside the Scope of Work or evaluate budget increases • Position Carmel as an extraordinary cultural district with world -class art galleries and distinctive shops • Build consensus, analyze resources and prioritize strategies with CRC staff with regard to communications tactics implementation • Conduct and analyze appropriate market research • Offer quarterly workshops on marketing trends and tactics for restaurants and galleries (separately), such as: o Media relations o Social media o Branding o Customer service o Trends in discounting Project Management and Communications Planning/Implementation: $91,000 Media Relations: ■ Manage media (reporters /editors) database and proprietary media lists for CRC • Write and distribute news releases for events listed below: o Seven gallery walks • Develop template for CRC to write gallery walk releases; Hirons to proofread, distribute and pitch o The Art of Wine o Rock the District o Artomobilia o Jazz at the Design Center series (one pre -series announcement) o Two Indiana Design Center events /pitches 02010 Hirons a Company 2/16/10 0 • Includes collaboration with Pedcor Companies' marketing director o Holiday in the District . Coordinate photography for articles above, if applicable ■ Track clips, providing links to coverage and /or newspaper copies Media Relations: $22,500 Creative Services (concepting, design, production): • Serve as overall branding consultant ■ Concept, design and produce creative for branding -based campaign: outdoor and print • Concept, design and produce creative for key events: print and online ad, radio reads (if needed) ■ Concept, design and produce District brochure • Finalize information packet for prospective businesses considering relocating or expanding to the Arts & Design District • Write and design series of direct mail pieces targeted to potential new businesses and trade advertising to generate leads from the prospect list of galleries and fashion, jewelry and personal accessory merchants o Utilize business recruitment look and feel to promote the District as vibrant and viable o Does not include follow -up calls or distribution of business recruitment folders /inserts Creative Services: $22,500 Media Services: • Serve as overall media consultant • Plan and buy all media listed in flowchart and authorization for the District through 2010 • Leverage client and media vendor relationships on behalf of CRC • Manage all media trafficking and invoicing for media buys 0 Net Media Space Media placement costs without commission or mark -up: $111,963 0 Media Services Media planning, buying and reporting (time): $25,000 Printing and Miscellaneous Production Estimate: $10,000 Traffic Counters: $17,000 Grand Total: $299,963 Estimates are based on the discounted hourly rate of $115 /hour for senior staff and $90 /hour for support staff. This Scope of Work does not include certain outside vendor or materials costs (i.e., color or B &W copies, art boards, CisionPoint press release distribution fees, etc.), which will be billed outside of this Scope of Work. Detailed production estimates will be issued at the client's request for specific projects and include all agency services and outside charges such as printing, shipping and postage and quantity options as needed. Work mutually determined to be outside this Scope of Work will be quoted as a separate job estimate at the same hourly rate. Client will be billed monthly for actual charges incurred on authorized projects within approved estimates. This Scope of Work outlines services through Dec. 31, 2010 and is an addendum to the current agreement. This Scope of Work will be reviewed on a quarterly basis by mutual agreement. Tom Hirons, President and CEO, Hirons & Company on Carter, President, Carmel Redevelopment Commission Date z /zL /zor0 ©2010 Hirons 8 Company 2/16/10 2 urban initiatives renewal • redevelopment • revitalization November 16, 2009 Mr. Les Olds, AIA Director of Redevelopment City of Carmel One Civic Square Carmel, Indiana 46032 Dear Les: This will serve as an Engagement Letter between the Carmel Redevelopment Commission and Urban Initiatives, LLC. My firm will provide consulting services to you, or your designee, concerning real estate projects the City of Carmel would like to see completed in the various redevelopment areas that have been established. The services provided would include, but not be limited to, project concept development, project financial analysis including pro forma preparation, and real estate market analysis relative to the specific product type under consideration. Payment for these services will be calculated on an hourly rate of $150.00, with a not to exceed limit of $7,500.00. As always I look forward to working with you again on your exciting and challenging projects. Very truly yours, Brad Hurt President Accepted By: 107 south washington street crawfordsville, indiana 765.361.1554 www.gourbaninitiatives.com