2016-326-E Visitors Bureau - Conventions Sports & Leisure for feasibility study of potential new convention center, etc. in OC

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DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047 Ms. Laurie Paolicelli June 3, 2016 Page 10 of 13 Should additional work be required beyond the scope of services detailed herein, professional fees will be billed on an hourly rate basis. Total professional fees for additional services will depend on the number of hours required to complete the services and skill levels of the assigned personnel. Timing We are prepared to commence this engagement upon receipt of notice to proceed. We expect to be able to complete the scope of services outlined herein within 12 to 14 weeks, reflecting the extensive amount of primary market research and subsequent analysis required to draw informed conclusions. Assuming an executed agreement prior to June 10, 2016 and the timely receipt of requested meetings and information throughout the study process, we expect to complete the following tasks by the indicated milestone dates: Task Milestone Date Task 1. Market Demand Analysis August 6, 2016 Task 2. Market Supportable Facility Development Options August 6, 2016 Task 3. Utilization Analysis September 9, 2016 Task 4. Potential Cost Analysis September 9, 2016 Task 5. Evaluation of Ownership/ Management Options September 9, 2016 Task 6. Economic Impact and Cost/Benefit Analysis September 9, 2016 In addition, regular progress updates will be forwarded to you in-person or via conference call during the study period. Furthermore, we anticipate completing the contracted elements in full, performing all work as set forth in the final contract. In the event that a decision not to proceed occurs within the time frame finally agreed upon for this engagement, we will cease our work, and bill you for time incurred on the project at that point in time. Conditions of Work 1. Information and Data. CSL is entitled to assume, without independent verification, the accuracy of all information and data that the Client provides to CSL. All information and data to be supplied will be complete and accurate to the best of the Client's knowledge. CSL will use information and data furnished by others if CSL in good faith believes such information and data to be reliable; however, CSL shall not be responsible for, and CSL shall provide no assurance regarding, the accuracy of any such information or data. CSL shall be providing advice and recommendations to the Client; however, all decisions in connection with the implementation of such advice and recommendations shall be the Client's responsibility. CSL shall have no responsibility for any decisions made by the Client relating to the project or CSL's services hereunder. CSL shall have no responsibility for any assumptions provided by the Client, which assumptions shall be the Client's responsibility. The reports may include estimates of annual operating results based upon courses of action that the Client expects to take prior to and during the period under analysis. The Client is responsible for representations about its plans and expectations, and for the disclosure of significant information that might affect the estimated results.